exv4w23






EXHIBIT 4.23



EXECUTION COPY




 

 






CASCADES INC.,

as Company




73/4% SENIOR NOTES DUE 2017



 





INDENTURE



Dated as of December 3, 2009



 





THE BANK OF NOVA SCOTIA TRUST

COMPANY OF NEW YORK,

as Trustee



 

 






Cascades Indenture











 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 1.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	1	 
	Section 1.02.
	 	Other Definitions	 	 	31	 
	Section 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	32	 
	Section 1.04.
	 	Rules of Construction	 	 	32	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 2.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Form and Dating	 	 	33	 
	Section 2.02.
	 	Execution and Authentication	 	 	35	 
	Section 2.03.
	 	Registrar and Paying Agent	 	 	35	 
	Section 2.04.
	 	Paying Agent to Hold Money in Trust	 	 	36	 
	Section 2.05.
	 	Holder Lists	 	 	36	 
	Section 2.06.
	 	Transfer and Exchange	 	 	36	 
	Section 2.07.
	 	Replacement Notes	 	 	48	 
	Section 2.08.
	 	Outstanding Notes	 	 	48	 
	Section 2.09.
	 	Treasury Notes	 	 	49	 
	Section 2.10.
	 	Temporary Notes	 	 	49	 
	Section 2.11.
	 	Cancellation	 	 	49	 
	Section 2.12.
	 	Payment of Interest; Defaulted Interest	 	 	49	 
	Section 2.13.
	 	CUSIP or ISIN Numbers	 	 	50	 
	Section 2.14.
	 	Special Interest	 	 	50	 
	Section 2.15.
	 	Issuance of Additional Notes	 	 	50	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 3.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	REDEMPTION AND PREPAYMENT	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Notices to Trustee	 	 	51	 
	Section 3.02.
	 	Selection of Notes to Be Redeemed	 	 	51	 
	Section 3.03.
	 	Notice of Redemption	 	 	51	 
	Section 3.04.
	 	Effect of Notice of Redemption	 	 	52	 
	Section 3.05.
	 	Deposit of Redemption Price	 	 	52	 
	Section 3.06.
	 	Notes Redeemed in Part	 	 	53	 
	Section 3.07.
	 	Optional Redemption	 	 	53	 
	Section 3.08.
	 	Mandatory Redemption	 	 	54	 
	Section 3.09.
	 	Offer To Purchase by Application of Excess Proceeds	 	 	54	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 4.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Payment of Notes	 	 	56	 
	Section 4.02.
	 	Maintenance of Office or Agency	 	 	56	 
	Section 4.03.
	 	Reports	 	 	57	 
	Section 4.04.
	 	Compliance Certificate	 	 	58	 
	Section 4.05.
	 	Taxes	 	 	58	 
	Section 4.06.
	 	Stay, Extension and Usury Laws	 	 	58	 
	Section 4.07.
	 	Corporate Existence	 	 	59	 
	Section 4.08.
	 	Payments for Consent	 	 	59	 
	Section 4.09.
	 	Limitation on Debt	 	 	59	 
	Section 4.10.
	 	Limitation on Restricted Payments	 	 	62	 
	Section 4.11.
	 	Limitation on Liens	 	 	66	 
	Section 4.12.
	 	Limitation on Asset Sales	 	 	66	 
	Section 4.13.
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	 	 	68	 
	Section 4.14.
	 	Limitations on Affiliate Transactions	 	 	70	 
	Section 4.15.
	 	Designation of Restricted and Unrestricted Subsidiaries	 	 	72	 
	Section 4.16.
	 	Repurchase at the Option of Holders Upon a Change of Control	 	 	73	 
	Section 4.17.
	 	Future Subsidiary Guarantors	 	 	75	 
	Section 4.18.
	 	Covenant Termination	 	 	75	 
	Section 4.19.
	 	Additional Amounts	 	 	76	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 5.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	SUCCESSORS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Merger, Consolidation and Sale of Assets	 	 	78	 
	Section 5.02.
	 	Successor Corporation Substituted	 	 	80	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 6.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFAULTS AND REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Events of Default	 	 	80	 
	Section 6.02.
	 	Acceleration	 	 	82	 
	Section 6.03.
	 	Other Remedies	 	 	83	 
	Section 6.04.
	 	Waiver of Past Defaults	 	 	83	 
	Section 6.05.
	 	Control by Majority	 	 	84	 
	Section 6.06.
	 	Limitation on Suits	 	 	84	 
	Section 6.07.
	 	Rights of Holders to Receive Payment	 	 	84	 
	Section 6.08.
	 	Collection Suit by Trustee	 	 	84	 
	Section 6.09.
	 	Trustee May File Proofs of Claim	 	 	84	 
	Section 6.10.
	 	Priorities	 	 	85	 
	Section 6.11.
	 	Undertaking for Costs	 	 	85	 






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






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 10.05.
	 	Releases Following Sale or Other Disposition of Assets	 	 	101	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 11.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	SATISFACTION AND DISCHARGE	 	 	 	 
	Section 11.01.
	 	Satisfaction and Discharge	 	 	102	 
	 
	 	 	 	 	 	 
	Section 11.02.
	 	Deposited Cash and U.S. Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	 	103	 
	 
	 		 	 	 	 
	 
	 		 	 	 	 
	Section 11.03.
	 	Repayment to Company	 	 	103	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE 12.	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 12.01.
	 	Trust Indenture Act Controls	 	 	103	 
	Section 12.02.
	 	Notices	 	 	103	 
	Section 12.03.
	 	Communication by Holders of Notes with Other Holders of Notes	 	 	105	 
	Section 12.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	105	 
	Section 12.05.
	 	Statements Required in Certificate or Opinion	 	 	105	 
	Section 12.06.
	 	Rules by Trustee and Agents	 	 	105	 
	Section 12.07.
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	106	 
	Section 12.08.
	 	Governing Law	 	 	106	 
	Section 12.09.
	 	No Adverse Interpretation of Other Agreements	 	 	106	 
	Section 12.10.
	 	Successors	 	 	106	 
	Section 12.11.
	 	Severability	 	 	106	 
	Section 12.12.
	 	Consent to Jurisdiction and Service of Process	 	 	106	 
	Section 12.13.
	 	Conversion of Currency	 	 	107	 
	Section 12.14.
	 	Currency Equivalent	 	 	108	 
	Section 12.15.
	 	Counterpart Originals	 	 	108	 
	Section 12.16.
	 	Table of Contents, Headings, etc.	 	 	108	 
	Section 12.17.
	 	Qualification of This Indenture	 	 	108	 






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CROSS-REFERENCE TABLE




	 	 	 
	TIA Section	 	Section
	Reference	 	Indenture
	 
	 	 
	310 (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)
	 	12.03
	313 (a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06, 7.07
	(c)
	 	7.06
	(d)
	 	7.06
	314 (a)
	 	4.03, 4.04
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	315 (a)
	 	7.01
	(b)
	 	7.05
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	12.01






N.A. means Not Applicable.



Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.





 











 





          This INDENTURE dated as of December 3, 2009, is among CASCADES INC., a company organized
under the Companies Act (Québec) (the “Company”), the Subsidiary Guarantors listed on the signature
pages hereto, and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York banking
corporation, as trustee (the “Trustee”).




          All dollar amounts in this Indenture are expressed in Canadian dollars unless otherwise
specified or the context requires otherwise. The Company, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of the Holders of the
73/4% Senior Notes due 2017 (the “Notes”):




ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE



          Section 1.01. Definitions.




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




          “144A Global Note” means the Global Note in the form of Exhibit A hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.




          “Additional Assets” means:





     (a) any Property (other than cash, Temporary Cash Investments, securities and Capital
Stock) to be owned by the Company or any Restricted Subsidiary in a Related Business
(including any capital expenditures with respect to any Property already owned or to be
owned); or




     (b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any
Person other than the Company or a Subsidiary of the Company; or




     (c) Capital Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary;


provided, however, that, in the case of clauses (b) and (c), such Restricted Subsidiary is
primarily engaged in a Related Business.




          “Additional Notes” means any Notes (other than Initial Notes and Exchange Notes) issued under
this Indenture in accordance with Section 2.02, Section 2.15 and Section 4.09 hereof, as part of
the same series as the Initial Notes or as an additional series.




          “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person.




          For the purposes of this definition, “control,” when used with respect to any Person means the
power to direct the management and policies of such Person, directly or indirectly, whether






 









 







through the ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.




          “Agent” means any Registrar, co registrar, Paying Agent or additional paying agent.




          “Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer, redemption or exchange.




          “Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of
related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the
Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation
or similar transaction (each referred to for the purposes of this definition as a “disposition”),
of





     (a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares or interests required to be held by foreign nationals under
law), or




     (b) any other Property of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary.


Notwithstanding the foregoing, the following items shall not be deemed to be Asset Sales:





     (1) any disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary;




     (2) any disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.10 hereof;




     (3) any disposition effected in compliance with Section 5.01 hereof or constituting a
Change of Control;




     (4) any disposition or series of related dispositions with an aggregate Fair Market
Value and for net proceeds (exclusive of indemnities) of less than $10.0 million;




     (5) sales, transfers or other distributions of Property, including Capital Stock of
Restricted Subsidiaries, for consideration at least equal to the Fair Market Value of the
Property sold or disposed of, but only if the consideration received consists of Capital
Stock of a Person that becomes a Restricted Subsidiary engaged in, or Property (other than
cash, except to the extent used as a bona fide means of equalizing the value of the Property
involved in the asset swap transaction) of a nature or type that are used in, a business
having Property of a nature or type, or engaged in a business similar or related to the
nature or type of the Property, or businesses of, the Company and its Restricted
Subsidiaries existing on the date of such sale or other disposition;




     (6) the creation of any Permitted Lien;




     (7) any disposition of surplus, discontinued, obsolete or worn-out equipment or other
immaterial assets or other personal Property that is no longer used or useful in the on
going business of the Company and its Restricted Subsidiaries;



-2-









 






     (8) any surrender or waiver of contract rights or release of contract or tort claims;




     (9) any sale of cash or Temporary Cash Investments;




     (10) dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in a bankruptcy or similar
proceeding;




     (11) the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property in the ordinary course of
business which do not materially interfere with the business of the Company and its
Restricted Subsidiaries;




     (12) sales of interests in or assets of Unrestricted Subsidiaries;




     (13) any exchange or trade-in of equipment or other property by the Company or any
Restricted Subsidiary in exchange for other equipment or property of a nature or type that
is used or to be used in, the businesses of the Company and its Restricted Subsidiaries
existing on the date of such sale or other disposition; provided that the Fair Market Value
of the equipment or property received is at least as great as the Fair Market Value of the
equipment or other property being exchanged or traded-in;




     (14) any sale of Receivables pursuant to a Qualified Receivables Transaction;




     (15) any disposition of Property by the Company or any Subsidiary in accordance with
the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007,
between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A. and
Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner that is
not materially adverse to the Holders of the Notes in the good faith judgment of the
Company); and




     (16) any disposition arising from foreclosure, condemnation or similar action with
respect to any property or other assets, or exercise of termination rights under any lease,
license, concession or other agreement or pursuant to buy/sell arrangements under any joint
venture or similar agreement or arrangement.



          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of
determination,





     (a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of
Debt represented thereby according to the definition of “Capital Lease Obligations,” and




     (b) in all other instances the present value (discounted at the interest rate implicit
in such transaction compounded annually) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale and Leaseback
Transaction (including any period for which such lease has been extended).



          “Average Life” means, as of any date of determination, with respect to any Debt or Preferred
Stock, the quotient obtained by dividing:





     (a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth
of one year) from the date of determination to the dates of each successive scheduled



-3-









 






principal payment of such Debt or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by




     (b) the sum of all such payments.



          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act
(Canada) or any other Canadian federal or provincial law or the law of any other jurisdiction
relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.




          “Board of Directors” means, as to any Person, the board of directors or managers, as
applicable, of such Person (or, if such Person is a partnership, the board of directors or other
governing body of the general partnership of such Person) or, in each case, any duly authorized
committee.




          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the applicable Person to have been duly adopted by the Board of Directors of such
Person and to be in full force and effect on the date of such certification, and delivered to the
Trustee.




          “Business Day” means each day which is not a Saturday, Sunday or a day on which commercial
banks are authorized or required to close in New York City or Montreal.




          “Capital Lease Obligations” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligations determined in
accordance with GAAP ; and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty. For purposes of Section 4.11 hereof, a
Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.




          “Capital Stock” means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock, limited liability company interests or partnership
interests or any other participations, rights, warrants, options or other interests in the nature
of an equity interest in such Person, including Preferred Stock, but excluding any debt security
convertible or exchangeable into such equity interest.




          “Capital Stock Sale Proceeds” means the aggregate cash proceeds received by the Company from
the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan
or trust established by the Company or any such Subsidiary for the benefit of their employees to
the extent such sale is financed by loans from or Guaranteed by the Company or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior to the date of determination)
by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in connection with such
issuance or sale and net of taxes paid or payable as a result thereof.




          “Change of Control” means the occurrence of any of the following events:





     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act or any successor provisions to either of the foregoing) of persons, including



-4-









 






any group acting for the purpose of acquiring, holding, voting or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than the
Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), of more than 50% of the total voting power of the Voting Stock of the
Company; or




     (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the Property of the Company and the Restricted
Subsidiaries, considered as a whole (other than a disposition of such Property as an
entirety or virtually as an entirety to a Restricted Subsidiary or one or more Permitted
Holders) shall have occurred, or the Company merges, consolidates, liquidates, dissolves,
winds-up or amalgamates with or into any other Person (other than one or more Permitted
Holders) or any other Person (other than one or more Permitted Holders) merges,
consolidates, liquidates, dissolves, winds-up or amalgamates with or into the Company, in
any such event pursuant to a transaction in which the outstanding Voting Stock of the
Company is reclassified into or exchanged for cash, securities or other Property, other than
any such transaction where:




     (1) the outstanding Voting Stock of the Company is reclassified into or
exchanged for other Voting Stock of the Company or for Voting Stock of the Surviving
Person, and




     (2) the holders of the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of the Voting
Stock of the Company or the Surviving Person immediately after such transaction and
in substantially the same proportion as before the transaction; or




     (c) the shareholders of the Company shall have approved any plan of liquidation or
dissolution of the Company.



          “Clearstream” means Clearstream Banking S.A. and any successor thereto.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Commission” means the U.S. Securities and Exchange Commission.




          “Commodity Price Protection Agreement” means, in respect of a Person, any commodity futures
contract, forward contract, commodity swap agreement, commodity option agreement or other similar
agreement or arrangement (including derivative agreements or arrangements) designed to protect such
Person against fluctuations in commodity prices.




          “Comparable Treasury Issue” means the United States treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the notes
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes. “Independent Investment Banker” means one of the Reference Treasury
Dealers appointed by the Company.




-5-









 








          “Comparable Treasury Price” means, with respect to any redemption date:





     (a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) on the third business day preceding
such redemption date, as set forth in the most recently published statistical release
designated “H. 15(519)” (or any successor release) published by the Board of Governors of
the Federal Reserve System and which establishes yields on actively traded United States
treasury securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” or




     (b) if such release (or any successor release) is not published or does not contain
such prices on such business day, the average of the Reference Treasury Dealer Quotations
for such redemption date.



          “Consolidated Current Liabilities” means, as of any date of determination, the aggregate
amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may
properly be classified as current liabilities (including taxes accrued as estimated), after
eliminating:





     (a) all intercompany items between the Company and any Restricted Subsidiary or between
Restricted Subsidiaries, and




     (b) all current maturities of long-term Debt.




     “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:




     (a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters
for which financial statements are publicly available prior to such determination date to




     (b) Consolidated Interest Expense for such four fiscal quarters;


provided, however, that:





     (1) if




     (A) since the beginning of such period the Company or any Restricted Subsidiary
has Incurred any Debt that remains outstanding or Repaid any Debt, or




     (B) the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio is an Incurrence or Repayment of Debt,




Consolidated Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on
the first day of such period, (except that in making such computation, the amount of Debt
under any revolving credit facility outstanding on the date of such calculation will be
deemed to be (i) the average daily balance of such Debt during such four fiscal quarters or
such shorter period for which such facility was outstanding or (ii) if such facility was
created after the end of such four fiscal quarters, the average daily balance of such Debt
during the period from the date of creation of such facility to the date of such
calculation); and



-6-









 






     (2) if




     (A) since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Sale or an Investment (by merger or otherwise) in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of Property which constitutes all or substantially all of a company,
division, operating unit, segment, business, group of related businesses or assets
of a business,




     (B) the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or




     (C) since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made such an Asset Sale,
Investment or acquisition,


then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale,
Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the
first day of such period.




          If any Debt bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Debt shall be calculated as if the base interest rate in effect for such
floating rate of interest on the date of determination had been the applicable base interest rate
for the entire period (taking into account any Interest Rate Agreement applicable to such Debt).
If any Debt bears interest, at the option of the Company or a Restricted Subsidiary, at a rate of
interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or
floating rate, and such Debt is being given pro forma effect, the interest expense with respect to
such Debt shall be calculated for the entire period by applying such optional rate as shall be in
effect as of the date of determination. Interest on a Capitalized Lease Obligation shall be deemed
to accrue at an interest rate determined in good faith by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in
accordance with GAAP. In the event the Capital Stock of any Restricted Subsidiary is sold during
the period, the Company shall be deemed, for purposes of clause (1) above, to have Repaid during
such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing
Restricted Subsidiaries are no longer liable for such Debt after such sale.




          “Consolidated Interest Expense” means, for any period, the total interest expense, net of any
interest income of the Company and its Restricted Subsidiaries, of the Company and its consolidated
Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to
the extent Incurred by the Company or its Restricted Subsidiaries:





     (a) interest expense attributable to leases constituting part of a Sale and Leaseback
Transaction and to Capital Lease Obligations;




     (b) amortization of debt discount and debt issuance cost excluding amortization of
deferred and other financing fees; provided, however, that any amortization of bond premium
will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such
amortization of bond premium has otherwise reduced Consolidated Interest Expense;




     (c) capitalized interest;



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     (d) non-cash interest expense (but excluding any non-cash interest expense attributable
to the movement in the mark to market valuation of Hedging Obligations or other derivative
instruments pursuant to GAAP);




     (e) commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing;




     (f) net payments associated with Hedging Obligations (including amortization of fees)
provided, however, that if Hedging Obligations result in net receipts rather than net
payments, such payments shall be credited to reduce Consolidated Interest Expense unless,
pursuant to GAAP, such net payments are otherwise reflected in Consolidated Net Income;




     (g) Disqualified Stock Dividends to the extent made to Persons other than the Company
or a Restricted Subsidiary;




     (h) Preferred Stock Dividends to the extent made to Persons other than the Company or a
Restricted Subsidiary;




     (i) interest Incurred in connection with Investments in discontinued operations;




     (j) interest accruing on any Debt of any other Person to the extent such Debt is
Guaranteed by the Company or any Restricted Subsidiary; and




     (k) the cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Company) in connection with Debt Incurred by such plan or trust.



          For purposes of the foregoing, total interest expense will be determined after giving effect
to any net payments made or received by the Company and its Subsidiaries with respect to Interest
Rate Agreements.




          “Consolidated Net Income” means, for any period, the net income (loss) of the Company and its
consolidated Restricted Subsidiaries (determined in accordance with GAAP); provided, however, that
there shall not be included in such Consolidated Net Income:





     (a) any net income (loss) of any Person (other than the Company) if such Person is not
a Restricted Subsidiary, except that:




     (1) subject to the exclusion contained in clause (c) below, the equity of the
Company and its consolidated Restricted Subsidiaries in the net income of any such
Person for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to a Restricted Subsidiary, to the
limitations contained in clause (b) below); and




     (2) the equity of the Company and its consolidated Restricted Subsidiaries in a
net loss of any such Person other than an Unrestricted Subsidiary for such period
shall be included in determining such Consolidated Net Income,



-8-









 






     (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the making
of distributions, directly or indirectly, to the Company, except that:




     (1) subject to the exclusion contained in clause (c) below, the equity of the
Company and its consolidated Restricted Subsidiaries in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash distributed by such Restricted Subsidiary
during such period to the Company or another Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to
another Restricted Subsidiary, to the limitation contained in this clause) and




     (2) the equity of the Company and its consolidated Restricted Subsidiaries in a
net loss of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income,




     (c) any gain (loss) realized upon the sale or other disposition of any Property of the
Company or any of its consolidated Restricted Subsidiaries or any Permitted Joint Venture
(including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise
disposed of in the ordinary course of business (provided that sales or other dispositions of
assets in connection with any Qualified Receivables Transaction shall be deemed to be in the
ordinary course):




     (d) the effect of any non-cash items resulting from any amortization, write-up,
write-down or write-off of assets (including intangible assets, goodwill and deferred
financing costs but excluding inventory) of the Company or any of its consolidated
Restricted Subsidiaries or any Permitted Joint Venture incurred subsequent to the Issue Date
(excluding any such non-cash item to the extent that it represents an accrual of or reserve
for cash expenditures in any future period except to the extent such item is subsequently
reversed);




     (e) any extraordinary gain or loss (including fees and expenses relating to any event
or transaction giving rise thereto);




     (f) any gain or loss arising from any refinancing, repurchase or extinguishment of
Debt;




     (g) any unrealized gain or loss attributable to the movement in the mark to market
valuation of Hedging Obligations or other derivative instruments pursuant to GAAP;




     (h) the cumulative effect of a change in accounting principles, including any impact
resulting from the conversion to International Financial Reporting Standards (“IFRS”);




     (i) any gain or loss arising from foreign currency fluctuations on foreign currency
denominated Debt; and




     (j) any non-cash compensation expense realized for grants of performance shares, stock
options or other rights to officers, directors and employees of the Company or any
Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at
the



-9-









 






option of the holder, if at all, only for Capital Stock of the Company (other than
Disqualified Stock).



          Notwithstanding the foregoing, for purposes of Section 4.10 hereof only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of Property from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to
the extent such dividends, repayments or transfers increase the amount of Restricted Payments
permitted pursuant to
Section 4.10(a)(iii)(D) hereof. In addition, any cash payments made during such period in
respect of non-cash charges or other items described above in this definition subsequent to the
fiscal quarter in which the relevant non-cash charges were added back shall be deducted.




          “Consolidated Net Tangible Assets” means, as of any date of determination, the sum of the
amounts that would appear on a consolidated balance sheet of the Company and its consolidated
Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization,
allowances for doubtful receivables, other applicable reserves and other properly deductible items)
of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and
after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included,
the amounts of (without duplication):





     (a) the excess of cost over fair market value of assets or businesses acquired;




     (b) any revaluation or other write-up in book value of assets subsequent to the last
day of the fiscal quarter of the Company immediately preceding the Issue Date as a result of
a change in the method of valuation in accordance with GAAP;




     (c) unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;




     (d) minority interests in consolidated Subsidiaries held by Persons other than the
Company or any Restricted Subsidiary;




     (e) treasury stock; and




     (f) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities.



          “Corporate Trust Office of the Trustee” means the principal office of the Trustee at which at
any time its corporate trust business shall be administered, which office at the date hereof is
located at One Liberty Plaza, New York, New York, 10006 or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor Trustee may
designate from time to time by notice to the Holders and the Company).




          “Credit Facility” means the Debt represented by:





     (a) one or more debt facilities or commercial paper facilities, in each case with banks
or other lenders providing for revolving credit loans, term loans or letters of credit,
including,



-10-









 






without limitation, the Credit Agreement, dated as of December 29, 2006, among
the Company, certain of its Subsidiaries, the lenders party thereto and The Bank of Nova
Scotia, as Administrative and Collateral Agent, together with the related documents thereto
(including, without limitation, any guarantee agreements and security documents), as the
same may be amended, supplemented or otherwise modified from time to time, including
amendments, supplements or modifications relating to the addition or elimination of
Subsidiaries of the Company as borrowers, guarantors or other credit parties thereunder; and




     (b) any renewal, extension, refunding, restructuring, replacement or refinancing
thereof (whether with the original Administrative and Collateral Agent and lenders or
another administrative agent or agents or one or more other lenders and whether provided
under the original Credit Facility or one or more other credit or other agreements or notes
or other securities issued pursuant to indentures).



          “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange
contract, currency swap agreement, futures contract, currency option or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency exchange rates.




          “Custodian” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as Custodian with respect to the Notes, any and
all successors thereto appointed as custodian hereunder and having become such pursuant to the
applicable provisions of this Indenture.




          “Debt” means, with respect to any Person on any date of determination (without duplication):





     (a) any indebtedness of any Person:




     (1) in respect of money borrowed, or




     (2) evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable;




     (b) all Capital Lease Obligations of such Person and all Attributable Debt in respect
of Sale and Leaseback Transactions entered into by such Person;




     (c) all obligations of such Person representing the deferred purchase price of
Property, all conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business), but only to the extent that such purchase price is due more
than six months after the date of placing such Property in service for taking delivery and
title therein;




     (d) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, bankers’ acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in (a)
through (c) above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit);



-11-









 






     (e) the amount of all obligations of such Person with respect to the Repayment of any
Disqualified Stock or, with respect to any Subsidiary of such Person that is not a
Subsidiary Guarantor, any Preferred Stock (but excluding, in each case, any accrued
dividends);




     (f) all obligations of the type referred to in clauses (a) through (e) above of other
Persons and all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee;




     (g) all obligations of the type referred to in clauses (a) through (f) above of other
Persons secured by any Lien on any Property of such Person (whether or not such obligation
is assumed by such Person), the amount of such obligation being deemed to be the lesser of
the Fair Market Value of such Property and the amount of the obligation so secured; and




     (h) to the extent not otherwise included in this definition, Hedging Obligations of
such Person.


The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted
value of such Debt in the case of Debt issued with original issue discount, at such date of all
unconditional obligations as described above. The amount of Debt represented by a Hedging
Obligation shall be equal to:





     (1) zero if such Hedging Obligation has been Incurred pursuant to clause (v), (vi) or
(vii) of Section 4.09(b) hereof; or




     (2) the notional amount of such Hedging Obligation if not Incurred pursuant to such
clauses.



          Notwithstanding the foregoing, Debt shall not include (a) any endorsements for collection or
deposits in the ordinary course of business, (b) any realization of a Permitted Lien, and (c) Debt
that has been defeased or satisfied in accordance with the terms of the documents governing such
Indebtedness. With respect to any Debt denominated in a foreign currency, for purposes of
determining compliance with any Canadian-dollar denominated restriction on the Incurrence of such
Debt under Section 4.09 hereof, the amount of such Debt shall be calculated based on the currency
exchange rate in effect at the end of the most recent fiscal quarter for which financial statements
have been made publicly available (whether through having been filed with, or furnished to, the
Commission or similar regulatory agency or otherwise).




          “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.




          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06 hereof, in substantially the form of Exhibit A hereto except
that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges
of Interests in the Global Note” attached thereto.




          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and




-12-









 







any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provisions of this Indenture.




          “Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms
(or by the terms of any security into which it is convertible or for which it is exchangeable, in
either case at the option of the holder thereof) or otherwise:





     (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise,




     (b) is or may become redeemable or repurchaseable at the option of the holder thereof,
in whole or in part, or




     (c) is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock,


on or prior to, in the case of clause (a), (b) or (c), 180 days after the Stated Maturity of the
Notes; provided that any Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or asset sale or disposition (each as defined in a similar manner
to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock if the
terms of such Capital Stock (and all such securities into which it is convertible or for which it
is ratable or exchangeable) provide that the Company may not repurchase or redeem any such Capital
Stock (and all such securities into which it is convertible or for which it is ratable or
exchangeable) pursuant to such provision prior to compliance by the Company with Section 4.12; and
such repurchase or redemption complies with Section 4.10.




          Notwithstanding the foregoing, Capital Stock issued to any employee benefit plan, or by any
such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified
Stock solely because it may be required to be repurchased or otherwise acquired or retired in order
to satisfy applicable statutory or regulatory obligations.




          “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of the
Company held by Persons other than a Restricted Subsidiary. The amount of any such dividend shall
be equal to the quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable
to the Company.




          “Distribution Compliance Period” means the 40-day distribution compliance period as defined in
Regulation S.




          “EBITDA” means, for any period, an amount equal to, for the Company and its consolidated
Restricted Subsidiaries:





     (a) the sum of Consolidated Net Income for such period, plus the following to the
extent reducing Consolidated Net Income for such period:




     (1) the provision for taxes based on income or profits or utilized in computing
net loss;



-13-









 






     (2) Consolidated Interest Expense;




     (3) depreciation;




     (4) amortization of intangibles;




     (5) the amount of any non-cash restructuring charges or reserves (which for the
avoidance of doubt shall include severance contracts, termination costs (including
pension settlement amounts)), including future lease commitments, costs to
consolidated facilities and costs to relocate employees; and




     (6) any other non-cash items (other than any such non-cash item to the extent
that it represents an accrual of or reserve for cash expenditures in any future
period), minus




     (b) all non-cash items increasing Consolidated Net Income for such period (other than
any such non-cash item to the extent that it will result in the receipt of cash payments in
any future period), minus




     (c) any cash payments made during such period in respect of non-cash charges or other
items described above in this definition subsequent to the fiscal quarter in which the
relevant non-cash charges or other items were reflected in Consolidated Net Income



          Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation,
amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.




          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any
successor thereto.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Exchange Notes” means Notes issued in the Exchange Offer pursuant to Section 2.06(e)(iv)
hereof as evidence of the same continuing Debt of the Company under, and in exchange for, any
Notes.




          “Exchange Offer” means an offer by the Company to issue and deliver to the Holders that are
not prohibited by any law or policy of the Commission from participating in such offer, in exchange
for the Initial Notes or any Additional Notes, as the case may be, a like principal amount of
Exchange Notes, as set forth in the Registration Rights Agreement.




          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.




-14-









 








          “Fair Market Value” means, with respect to any Property, the price that could be negotiated in
an arm’s length free market transaction, for cash, between a willing seller and a willing buyer,
neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined, except as otherwise provided,





     (a) if such Property has a Fair Market Value equal to or less than $50.0 million, by
any Officer of the Company, or




     (b) if such Property has a Fair Market Value in excess of $50.0 million, by a Board
Resolution of the Company.



          “Foreign Subsidiary” means any Subsidiary which is not organized under the laws of Canada or
any province thereof, or the United States of America or any State thereof or the District of
Columbia.




          “GAAP” means generally accepted accounting principles in Canada, consistently applied, which
are in effect from time to time.




          “Global Note Legend” means the legend set forth in Section 2.06(f)(ii), which is required to
be placed on all Global Notes issued under this Indenture.




          “Global Notes” means one or more global Notes registered in the name of the Depositary or its
nominee issued in accordance with Article 2 hereof substantially in the form of Exhibit A hereto
and bearing the Global Note Legend and including the “Schedule of Exchanges of Interests in the
Global Note” attached thereto.




          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person:





     (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise), or




     (b) entered into for the purpose of assuring in any other manner the obligee against
loss in respect thereof (in whole or in part);


provided, however, that the term “Guarantee” shall not include:





     (1) endorsements for collection or deposit in the ordinary course of business, or




     (2) a contractual commitment by one Person to invest in another Person for so long as
such Investment is reasonably expected to constitute a Permitted Investment under clause (a)
or (b) of the definition of “Permitted Investment.”


The term “Guarantee” used as a verb has a corresponding meaning.




          “Guarantor” means any Person Guaranteeing any obligation.




-15-









 








          “Hedging Obligation” of any Person means any obligation of such Person pursuant to any
Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
Agreement or any other similar agreement or arrangement.




          “Holder” means a Person in whose name a Note is registered.




          “Income Tax Act” means the Income Tax Act (Canada).




          “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue,
incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in
respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and
“Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in
GAAP that results in an obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Subsidiary at the time it becomes a Subsidiary; and provided further, however,
that solely for purposes of determining compliance with Section 4.09 hereof, amortization of debt
discount shall not be deemed to be the Incurrence of Debt, provided that in the case of Debt sold
at a discount, the amount of such Debt Incurred shall at all times be the aggregate principal
amount at Stated Maturity.




          “Indenture” means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9 hereof.




          “Independent Financial Advisor” means an investment banking firm of national standing or any
third party appraiser of national standing in Canada or the United States, provided that such firm
or appraiser is not an Affiliate of the Company.




          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.




          “Initial Notes” means $500,000.00 aggregate principal amount of Notes issued under this
Indenture on the date hereof.




          “Interest Payment Dates” shall have the meaning set forth in paragraph 1 of the Note.




          “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest
rate protection agreement, interest rate future agreement, interest rate option agreement, interest
rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar
agreement designed to protect against fluctuations in interest rates.




          “Investment” by any Person means any direct or indirect loan (other than accounts receivable,
trade credit or other advances to customers in the ordinary course of business that are recorded as
accounts receivable on the balance sheet of such Person), advance or other extension of credit or
capital contribution (by means of transfers of cash or other Property to others or payments for
Property or services for the account or use of others, or otherwise) to, or Incurrence of a
Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person. For purposes of
Sections 4.10 and 4.15 hereof and the definitions of




-16-









 







“Restricted Payment” and “Unrestricted
Subsidiary,” the term “Investment” shall include the portion (proportionate to the Company’s equity
interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to:





     (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation,
less




     (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation.


In determining the amount of any Investment made by transfer of any Property other than cash, such
Property shall be valued at its Fair Market Value at the time of such Investment.




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P.




          “Investment Grade Status” shall be deemed to have been reached on the date that the Notes have
an Investment Grade Rating from both Rating Agencies.




          “Issue Date” means December 3, 2009.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in New York
City, Montreal, the city in which the Corporate Trust Office of the Trustee is located, or at a
place of payment are authorized by law, regulation or executive order to remain closed. If a
payment date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.




          “Lien” means, with respect to any Property of any Person, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, charge, easement (other than any
easement not materially impairing usefulness or marketability), encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever on or with
respect to such Property (including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the foregoing or any
Sale and Leaseback Transaction).




          “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Initial Notes for use by such Holders in connection with the Exchange Offer.




          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
of Moody’s Investors Service, Inc.




          “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to
the




-17-









 







Property that is the subject of such Asset Sale or received in any other non-cash form), in
each case net of:





     (a) all legal, title, accounting and recording tax expenses, commissions and other fees
and expenses incurred, and all Federal, state, provincial, foreign and local taxes required
to be accrued as a liability under GAAP, as a consequence of such Asset Sale;




     (b) all payments made on or in respect of any Debt that is secured by any Property
subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or
which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law, be repaid out of the proceeds from such Asset Sale;




     (c) all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale;




     (d) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property disposed in such
Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale,
including pension and other postemployment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations associated with
such Asset Sale; and




     (e) payments of unassumed liabilities (not constituting Debt) relating to the assets
sold at the time of, or within 30 days after, the date of such sale.



          “Non-Recourse Debt” means Debt:





     (a) as to which neither the Company nor any Restricted Subsidiary (i) provides credit
support of any kind (including any undertaking, agreement or instrument that would
constitute Debt), (ii) is directly or indirectly liable as a guarantor or otherwise, or
(iii) constitutes the lender;




     (b) no default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any Debt (other than the Notes) of the Company
or any Restricted Subsidiary to declare a default on such other Debt or cause the payment
thereof to be accelerated or payable prior to its stated maturity; and




     (c) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any Restricted Subsidiary.



          “Obligations” means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Debt.




          “Officer” means the Chairman, Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer, Secretary or any Vice President of the Company, or, in the event that the
Company has no such officers, a person duly authorized under applicable law by the managers,
members or a similar body to act on behalf of the Company. Officer of any Subsidiary Guarantor has
a correlative meaning.





-18-











 





          “Officers’ Certificate” means a certificate signed by two Officers of the Company and
delivered to the Trustee.




          “Opinion of Counsel” means a written opinion from legal counsel. The counsel may be an
employee of or counsel to the Company.




          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to
The Depository Trust Company, shall include Euroclear and Clearstream.




          “Permitted Holders” means (i) each of Laurent Lemaire, Bernard Lemaire and Alain Lemaire; (ii)
the spouse, parents, siblings, descendants (including children or grandchildren by adoption) of any
Person referred to in clause (i) or of such spouse or siblings; (iii) in the event of the
incompetence or death of any of the Persons referred to in clauses (i) or (ii), such Person’s
estate, executor, administrator, committee or other personal representative in each case who at any
particular date shall beneficially own or have the right to acquire, directly or indirectly, Voting
Stock of the Company; (iv) any trusts or foundations created for the sole benefit of any of the
Persons referred to in clauses (i) through (iii) or any trust or foundation for the benefit of such
trust or foundation; or (v) any Person of which any of the Persons referred to in clauses (i)
through (iv) “beneficially owns” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) on a
fully diluted basis all the Voting Stock of such Person or is the sole trustee or general partner,
or otherwise has the sole power to manage the business and affairs of such Person.




          “Permitted Investment” means any Investment by the Company or a Restricted Subsidiary in:





     (a) any Investment existing on the Issue Date, including any Investment of any
Subsidiary or Joint Venture at the time such Subsidiary or Joint Venture became a Subsidiary
or Joint Venture;




     (b) the Company or any Restricted Subsidiary (including any non-wholly owned Restricted
Subsidiary) or any Person that will, upon the making of such Investment, become a Restricted
Subsidiary, provided that the primary business of such Person is a Related Business;




     (c) any Person if as a result of or in connection with such Investment such Person (i)
becomes a Restricted Subsidiary that is a Subsidiary Guarantor or (ii) is merged or
consolidated with or into, or transfers or conveys all or substantially all its Property to,
the Company or a Restricted Subsidiary that is a Subsidiary Guarantor, provided that such
Person’s primary business is a Related Business;




     (d) cash and Temporary Cash Investments;




     (e) receivables owing to the Company or a Restricted Subsidiary, if created or acquired
in the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such concessionary trade
terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;



-19-









 






     (f) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




     (g) loans and advances to employees made in the ordinary course of business of the
Company or such Restricted Subsidiary, as the case may be, provided that such loans and
advances do not exceed $5.0 million at any one time outstanding;




     (h) stock, obligations or other securities received in settlement of debts created in
the ordinary course of business and owing to the Company or a Restricted Subsidiary or in
satisfaction of judgments, including as the result of any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of a trade creditor or customer;




     (i) any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in compliance with
Section 4.12 hereof or a transaction not constituting an Asset Sale by reason of the $10.0
million threshold contained in clause (4) of the second paragraph in the definition of
“Asset Sale”;




     (j) a lease, utility and other similar deposits in the ordinary course of business;




     (k) any assets or Capital Stock of any Person made out of the net cash proceeds of the
substantially concurrent sale of Capital Stock of the Company (other than Disqualified
Stock) or the consideration for which consists solely of Capital Stock (other than
Disqualified Stock) of the Company; provided that the issuance of such Capital Stock shall
be included in the calculation set forth in 4.10(a)(iii)(B) hereof at any one time
outstanding;




     (l) Hedging Obligations entered into for bona fide hedging purposes and not for
speculation and otherwise permitted by this Indenture;




     (m) any assets acquired as a result of a foreclosure by the Company or such Restricted
Subsidiary with respect to any secured Permitted Investment or other transfer of title with
respect to any secured Permitted Investment in default;




     (n) purchases and acquisitions of inventory, supplies, materials and equipment or
licenses or leases or intellectual property, in any case, in the ordinary course of business
and otherwise in accordance with this Indenture;




     (o) acquisitions by the Company (directly or indirectly) of additional shares of
Capital Stock of Reno de Medici, S.p.A., in accordance with the rights and conditions set
forth in Section 3.3.1 of the Combination Agreement, dated as of May 13, 2007, between Reno
de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A., and Cascades Italis
S.r.l. (as amended or as it may be amended in the future in a manner not materially adverse
to the Holders of the Notes in the good faith judgment of the Company);




     (p) Investments in Permitted Joint Ventures; provided that the aggregate amount of such
Investments made pursuant to this clause (p) shall not exceed at any time outstanding the
greater of $400.0 million or 10% of Consolidated Net Tangible Assets; and



-20-









 






     (q) other Investments made for Fair Market Value that do not exceed $100.0 million in
the aggregate outstanding at any one time.



          “Permitted Joint Venture” means any Person which is not a Subsidiary and is, directly or
indirectly, through its subsidiaries or otherwise, engaged principally in a Related Business, and
the Capital Stock of which is owned by the Company or its Restricted Subsidiaries, on the one hand,
and one or more Persons other than the Company or any Affiliate of the Company, on the other hand.




          “Permitted Liens” means:





     (a) Liens in favor of the Company or any Subsidiary Guarantor;




     (b) Liens to secure Debt permitted to be Incurred under clause (ii) of Section 4.09(b)
hereof;




     (c) Liens to secure Debt permitted to be Incurred under clause (iii) of Section 4.09(b)
hereof; provided that any such Lien may not extend to any Property of the Company or any
Restricted Subsidiary, other than the Property acquired, constructed, improved or leased
with the proceeds of such Debt and any improvements or accessions to such Property;




     (d) Liens for taxes, assessments or governmental charges or levies on the Property of
the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and by
appropriate proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision that shall be required in conformity with GAAP
shall have been made therefor;




     (e) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, landlords’,
vendors’ or Liens and other similar Liens, on the Property of the Company or any Restricted
Subsidiary arising in the ordinary course of business and securing payment of obligations
that are not more than 60 days past due or are being contested in good faith and by
appropriate proceedings;




     (f) Liens in favor of customs and revenue authorities arising in the ordinary course of
business and as a matter of law to secure payment of customs duties;




     (g) Liens arising as a result of litigation or legal proceedings that are currently
being contested in good faith by appropriate and diligent action, including any Lien arising
as a result of any judgment rendered against the Company or its Subsidiaries;




     (h) Liens granted in connection with a Qualified Receivables Transaction;




     (i) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the
ordinary course of business to secure performance of obligations with respect to statutory
or regulatory requirements, performance or return-of-money bonds, surety bonds or other
obligations of a like nature and Incurred in a manner consistent with industry practice, in
each case which are not Incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property and which do
not in



-21-









 






the aggregate impair in any material respect the use of Property in the operation of
the business of the Company and the Restricted Subsidiaries taken as a whole;




     (j) Liens on Property (together with general intangibles and proceeds relating to such
property) at the time the Company or any Restricted Subsidiary acquired such Property,
including any acquisition by means of a merger or consolidation with or into the Company or
any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other
Property of the Company or any Restricted Subsidiary; provided further, however, that such
Liens shall not have been Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Property was acquired by the Company or any
Restricted Subsidiary;




     (k) Liens on the Property or shares of Capital Stock of a Person at the time such
Person becomes a Restricted Subsidiary or is merged into or consolidated with the Company or
a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other
Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary
of such Person; provided further, however, that any such Lien was not Incurred in
anticipation of or in connection with the transaction or series of transactions pursuant to
which such Person became a Restricted Subsidiary;




     (l) pledges or deposits by the Company or any Restricted Subsidiary under workers’
compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or deposits to secure
public or statutory obligations of the Company, or deposits for the payment of rent, in each
case Incurred in the ordinary course of business;




     (m) utility easements, building restrictions, rights-of-ways, irregularities of title
and such other encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character;




     (n) Liens to secure Hedging Obligations made in the ordinary course of business and not
for the purpose of speculation to the extent otherwise permitted by this Indenture;




     (o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n)
above;




     (p) Liens granted to secure the Notes pursuant to Section 4.11 hereof;




     (q) leases, licenses, subleases and sublicenses of assets (including without
limitation, real property and intellectual property rights) in the ordinary course of
business and which do not materially interfere with the ordinary conduct of the business of
the Company or any of its Restricted Subsidiaries;




     (r) Liens on the Property of the Company or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (c),
(j), (k) or (o) above; provided, however, that any such Lien shall be limited to all or part
of the same Property that secured the original Lien (together with improvements and
accessions to such



-22-









 






Property) and the aggregate principal amount of Debt that is secured by
such Lien shall not be increased to an amount greater than the sum of:




     (1) the outstanding principal amount, or, if greater, the committed amount, of
the Debt secured by Liens described under clause (c), (j), (k) or (o) above, as the
case may be, at the time the original Lien became a Permitted Lien under this
Indenture, and




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, incurred by the Company or such Restricted Subsidiary in
connection with such Refinancing; and




     (s) Liens not otherwise permitted by clauses (a) through (r) above encumbering Property
having an aggregate Fair Market Value not in excess of the greater of (i) $125.0 million or
(ii) 5% of Consolidated Net Tangible Assets, as determined based on the consolidated balance
sheet of the Company as of the end of the most recent fiscal quarter for which financial
statements have been made publicly available (whether through having been filed with, or
furnished to, the Commission or similar regulatory agency or otherwise) ending at least 45
days prior to the date any such Lien shall be Incurred.



          “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any
successive Refinancings, so long as:





     (a) such Debt is in an aggregate principal amount (or if Incurred with original issue
discount, an aggregate issue price) not in excess of the sum of:




     (1) the aggregate principal amount (or if Incurred with original issue
discount, the aggregate accreted value) then outstanding of the Debt being
Refinanced, and




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to such Refinancing,




     (b) the Average Life of such Debt is equal to or greater than the Average Life of the
Debt being Refinanced,




     (c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt
being Refinanced, and




     (d) the new Debt shall not be senior in right of payment to the Debt that is being
Refinanced,


provided, however, that Permitted Refinancing Debt shall not include:





     (x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the
Company or a Subsidiary Guarantor, or




     (y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an
Unrestricted Subsidiary.



-23-









 





          “Person” means any individual, corporation, company (including any limited liability company),
association, partnership, joint venture, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.




          “Predecessor Note” of any particular Note means every previous Note evidencing all or a
portion of the same Debt as that evidenced by such particular Note; provided that no such
Predecessor Note shall be deemed to be outstanding at the same time as such particular Note.




          “Preferred Stock” of any Person means any Capital Stock of such Person, however designated,
which entitles the holder thereof to a preference with respect to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of any other class of Capital Stock issued by such Person.




          “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted
Subsidiaries held by Persons other than the Company or a Restricted Subsidiary. The amount of any
such dividend shall be equal to the quotient of such dividend divided by the difference between one
and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then
applicable to the issuer of such Preferred Stock.




          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be
placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of
this Indenture.




          “pro forma” means, with respect to any calculation made or required to be made pursuant to the
terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated
under the Securities Act, as interpreted in good faith by the Board of Directors of the Company
after consultation with the independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors of the Company after consultation with the
independent certified public accountants of the Company, as the case may be.




          “Property” means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock in, and other securities of, any other Person. For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its Fair Market Value.




          “Purchase Money Debt” means Debt:





     (a) consisting of the deferred purchase price of Property, conditional sale
obligations, obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds, in each case where the
maturity of such Debt does not exceed the anticipated useful life of the Property being
financed, and




     (b) Incurred to finance the acquisition, construction, improvement or lease by the
Company or a Restricted Subsidiary of such Property, including additions and improvements
thereto (whether through the direct purchase of assets or through the acquisition of at
least a majority of the Voting Stock of any Person owning such assets);


provided, however, that such Debt is Incurred within 180 days after the acquisition, construction
or lease of such Property by the Company or such Restricted Subsidiary.



-24-









 







          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.




          “Qualified Equity Offering” means a primary offering of common stock of the Company in the
United States of at least $50.0 million to Persons who are not Affiliates of the Company.




          “Qualified Receivables Transaction” means any transaction or series of transactions, including
factoring arrangements, that may be entered into by the Company or any Restricted Subsidiary in
connection with or reasonably related to a transaction or series of transactions in which the
Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (1) a Special
Purpose Vehicle or (2) any other Person, or may grant a security interest in, any equipment and
related assets (including contract rights) or Receivables or interests therein secured by goods or
services financed thereby (whether such Receivables are then existing or arising in the future) of
the Company or any Restricted Subsidiary, and any assets relating thereto including, without
limitation, all security or ownership interests in goods or services financed thereby, the proceeds
of such Receivables, and other assets which are customarily sold or in respect of which security
interests are customarily granted in connection with securitization transactions involving such
assets, as any agreement governing any such transactions may be renewed, refinanced, amended,
restated or modified from time to time.




          “Rating Agencies” mean Moody’s and S&P.




          “Receivables” means any right of payment from or on behalf of any obligor, whether
constituting an account, chattel paper, instrument, general intangible or otherwise, arising from
the financing by the Company or any Restricted Subsidiary of goods or services, and monies due
thereunder, security or ownership interests in the goods and services financed thereby, records
relating thereto, and the right to payment of any interest or finance charges and other obligations
with respect thereto, proceeds from claims on insurance policies related thereto, any other
proceeds related thereto, and other related rights.




          “Reference Treasury Dealer” means a primary U.S. Government securities dealer in New York
City.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such redemption date.




          “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay,
repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, such
Debt. “Refinanced” and “Refinancing” shall have correlative meanings.




          “Registration Rights Agreement” means the Registration Rights Agreement dated as of the date
hereof, among the Company, the Subsidiary Guarantors and the initial purchasers named therein, as
such agreement may be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act.



-25-









 







          “Regular Record Date” for the interest payable on any Interest Payment Date means the date
specified on the face of the Note.




          “Regulation S” means Regulation S promulgated under the Securities Act.




          “Regulation S Global Note” means the Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with and registered
in the name of the Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.




          “Related Business” means any business that is related, ancillary or complementary to the
businesses of the Company and the Restricted Subsidiaries on the Issue Date.




          “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For
purposes of Section 4.12 and the definition of “Consolidated Interest Coverage Ratio,” Debt shall
be considered to have been Repaid only to the extent the related loan commitment, if any, shall
have been permanently reduced in connection therewith.




          “Responsible Officer,” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of such person’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.




          “Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement
Legend.




          “Restricted Global Notes” means one or more 144A Global Note and Regulation S Global Notes and
any other Global Notes bearing the Private Placement Legend.




          “Restricted Payment” means:





     (a) any dividend or distribution (whether made in cash, securities or other Property)
declared or paid on or with respect to any shares of Capital Stock of the Company or any
Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Company or any Restricted Subsidiary), except for any dividend or
distribution that is made solely to the Company or a Restricted Subsidiary or any dividend
or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of
the Company, and except for pro rata dividends or other distributions made by a Subsidiary
that is not a Wholly Owned Subsidiary to minority stockholders;




     (b) the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a
Restricted Subsidiary) or any securities exchangeable for or convertible into any such
Capital Stock, including the exercise of any option to exchange any Capital Stock (other
than for or into Capital Stock of the Company that is not Disqualified Stock);



-26-









 






     (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to
the date for any scheduled maturity, sinking fund or amortization or other installment
payment, of any Subordinated Obligation (other than (x) the purchase, repurchase or other
acquisition of any
Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity,
sinking fund or amortization or other installment obligation, in each case due within one
year of the date of acquisition or (y) Debt permitted to be Incurred under Section
4.09(b)(iv); or




     (d) any Investment (other than Permitted Investments) in any Person.



          “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary.




          “Rule 144” means Rule 144 promulgated under the Securities Act.




          “Rule 144A” means Rule 144A promulgated under the Securities Act.




          “Rule 903” means Rule 903 promulgated under the Securities Act.




          “Rule 904” means Rule 904 promulgated under the Securities Act.




          “S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.,
or any successor to the rating agency business of Standard & Poor’s Ratings Services.




          “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such
Property to another Person and the Company or a Restricted Subsidiary leases it from such Person.




          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.




          “Senior Debt” of the Company means:





     (a) all obligations consisting of the principal, premium, if any, and accrued and
unpaid interest and Special Interest, if any (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the Company to the
extent post-filing interest is allowed in such proceeding) in respect of:




     (1) Debt of the Company for borrowed money, and




     (2) Debt of the Company evidenced by notes, debentures, bonds or other similar
instruments permitted under this Indenture for the payment of which the Company is
responsible or liable;




     (b) all Capital Lease Obligations of the Company and all Attributable Debt in respect
of Sale and Leaseback Transactions entered into by the Company;



-27-









 






     (c) all obligations of the Company




     (1) for the reimbursement of any obligor on any letter of credit, banker’s
acceptance or similar credit transaction,




     (2) under Hedging Obligations, or




     (3) issued or assumed as the deferred purchase price of Property and all
conditional sale obligations of the Company and all obligations under any title
retention agreement permitted under this Indenture; and




     (d) all obligations of other Persons of the type referred to in clauses (a), (b) and
(c) for the payment of which the Company is responsible or liable as Guarantor;


provided, however, that Senior Debt shall not include:





     (A) Debt of the Company that is by its terms subordinate in right of payment to the
Notes;




     (B) any Debt Incurred in violation of the provisions of this Indenture;




     (C) accounts payable or any other obligations of the Company to trade creditors created
or assumed by the Company in the ordinary course of business in connection with the
obtaining of materials or services (including Guarantees thereof or instruments evidencing
such liabilities);




     (D) any liability for federal, state, provincial, local or other taxes owed or owing by
the Company;




     (E) any obligation of the Company to any Subsidiary; or




     (F) any obligations with respect to any Capital Stock of the Company.



          “Senior Debt” of any Subsidiary Guarantor has a correlative meaning.




          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.




          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” of the
Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the Commission.




          “Special Interest” means the additional interest, if any, to be paid on the Notes as a result
of any registration default as set forth in the Registration Rights Agreement.




          “Special Purpose Vehicle” means a bankruptcy remote entity or trust or other special purpose
entity which is formed by the Company, any Subsidiary of the Company or any other Person for the
purpose of, and engages in no material business other than in connection with a Qualified
Receivables



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Transaction or other similar transactions of Receivables, including factoring
arrangements, or other similar or related assets.




          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).




          “Subordinated Obligations” means any Debt of the Company or any Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of
payment to the Notes or the applicable Subsidiary Guarantee pursuant to a written agreement to that
effect.




          “Subsidiary” means with respect to any Person, means any corporation, company (including any
limited liability company), association, partnership, joint venture or other business entity of
which a majority of the total voting power of the Voting Stock or other interests (including
partnership interests) is at the time owned or controlled, directly or indirectly, by:





     (a) such Person,




     (b) such Person and one or more Subsidiaries of such Person, or




     (c) one or more Subsidiaries of such Person.



          “Subsidiary Guarantee” means the Guarantee of the Notes by each of the Subsidiary Guarantors
pursuant to Article 10 hereof and in the form of the Guarantee attached as Exhibit D and
any additional Guarantee of the Notes to be executed by any Subsidiary of the Company pursuant to
Section 4.17 hereof.




          “Subsidiary Guarantor” means each Canadian and U.S. Restricted Subsidiary in existence on the
Issue Date and any other Person that becomes a Subsidiary Guarantor pursuant to Section 4.17 hereof
or who otherwise executes and delivers a supplemental indenture to the Trustee providing for a
Subsidiary Guarantee.




          “Surviving Person” means the surviving Person formed by a merger, consolidation, liquidation,
dissolution, winding-up or amalgamation and, for purposes of Section 5.01 hereof, a Person to whom
all or substantially all of the Property of the Company or a Subsidiary Guarantor is sold,
transferred, assigned, leased, conveyed or otherwise disposed.




          “Temporary Cash Investments” means:





     (a) Investments in U.S. and Canadian Government Obligations, in each case maturing
within 365 days of the date of acquisition thereof;




     (b) Investments in time deposit accounts, certificates of deposit and money market
deposits maturing within one year of the date of acquisition thereof issued or guaranteed by
a bank or trust company organized under the laws of the United States of America or Canada
or any state or province, as the case may be, or the District of Columbia or any U.S. or
Canadian



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branch of a foreign bank having, at the date of acquisition thereof, combined
capital, surplus and undivided profits aggregating in excess of US$250.0 million and whose
long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar
equivalent rating by at least one “nationally recognized statistical rating organization”
(as defined in Rule 436 under the Securities Act));




     (c) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with:




     (1) a bank meeting the qualifications described in clause (b) above, or




     (2) any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;




     (d) Investments in commercial paper, maturing not more than one year after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company) organized and
in existence under the laws of the United States of America with a rating at the time as of
which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the Securities
Act)) or, with respect to commercial paper issued in Canada by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of Canada, having a
rating at the time as of which any Investment therein is made of “R-1” (or higher) according
to Dominion Bond Rating Service Limited;




     (e) direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America, any province of Canada or any
foreign country recognized by the United States or any political subdivision of any such
state, province or foreign country, as the case may be (including any agency or
instrumentality thereof), for the payment of which the full faith and credit of such state
is pledged and which are not callable or redeemable at the issuer’s option, provided that:




     (1) the long-term debt of such state, province or country is rated “A-3” or
“A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at
least one “nationally recognized statistical rating organization” (as defined in
Rule 436 under the Securities Act)), and




     (2) such obligations mature within one year of the date of acquisition thereof;
and




     (f) Investments in money market funds which invest substantially all of their assets in
securities of the types described in clauses (a) through (e) above.



          “TIA” means the Trust Indenture Act of 1939, as amended.




          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for
such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



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          “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument or
any successor Trustee that shall have become such pursuant to the applicable provisions of this
Indenture.




          “Unrestricted Definitive Notes” means one or more Definitive Notes that do not and are not
required to bear the Private Placement Legend.




          “Unrestricted Global Notes” means one or more Global Notes that do not and are not required to
bear the Private Placement Legend.




          “Unrestricted Subsidiary” means:





     (a) any Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.15 hereof and is not
thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and




     (b) any Subsidiary of an Unrestricted Subsidiary.



          “U.S. Government Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.




          “Voting Stock” of any Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.




          “Wholly Owned Restricted Subsidiary” means, at any time, any Restricted Subsidiary all the
Voting Stock of which (except directors’ qualifying shares) is at such time owned, directly or
indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries.




          “Wholly Owned Subsidiary Guarantor” means any Subsidiary Guarantor that is a Wholly Owned
Restricted Subsidiary.




          Section 1.02.
Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	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	 






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	 	 	Defined in
	Term	 	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	 






          Section 1.03.
Incorporation by Reference of Trust Indenture Act.




          (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.




          (b) The following TIA terms used in this Indenture have the following meanings:




          “indenture securities” means the Notes;




          “indenture security holder” means a Holder of a Note;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




          “obligor” on the Notes means the Company and any successor obligor upon the Notes.




          (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule under the TIA and not otherwise defined
herein have the meanings so assigned to them.



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          Section 1.04.
Rules of Construction.









          (a) Unless the context otherwise requires:





     (i) a term has the meaning assigned to it;




     (ii) an accounting term not otherwise defined herein has the meaning assigned to it in
accordance with GAAP;




     (iii) “or” is not exclusive;




     (iv) words in the singular include the plural, and in the plural include the singular;




     (v) all references in this instrument to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and subdivisions of this instrument as
originally executed or as amended pursuant to and in accordance with Article 9 hereof;




     (vi) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.




     (vii) “including” means “including without limitation”;




     (viii) provisions apply to successive events and transactions; and




     (ix) references to sections of or rules under the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules adopted by the Commission
from time to time.



ARTICLE 2.




THE
NOTES



          Section 2.01.
Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated in and
expressly made part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage in addition to those set forth on Exhibit A.
Each Note shall be dated the date of its authentication. The Notes shall be in denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof. The terms and provisions contained
in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.




          (b) Form of Notes. Notes shall be issued initially in global form and shall be
substantially in the form of Exhibit A attached hereto (including the Global Note Legend
provided in Section 2.06(f)(ii) hereof and the “Schedule of Exchanges of Interests in the Global
Note” attached thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto



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(but without
the Global Note Legend provided in Section 2.06(f)(ii) hereof and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon
and that the aggregate principal amount of outstanding Notes represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of
interests therein. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.




          (c) Book-Entry Provisions. This Section 2.01(c) shall only apply to Global Notes
deposited with the Trustee, as custodian for the Depositary. Participants and Indirect
Participants shall have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depositary or by the Trustee as the custodian for the Depositary or under such
Global Note, and the Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Participants
or Indirect Participants, the Applicable Procedures or the operation of customary practices of the
Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global
Note.




          (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.




          (e) Certificated Securities. If at any time the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no
longer be eligible under this Section 2.01, the Company shall appoint a successor Depositary. If a
successor Depositary is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon
receipt of a Company order for the authentication and delivery of Definitive Notes, will
authenticate and deliver Definitive Notes, in authorized denominations, in an aggregate principal
amount and like terms and tenor equal to the principal amount of the Global Notes in exchange for
such Global Notes.




          The Company may at any time and in its sole discretion determine that Global Notes shall no
longer be represented by such Global Notes. In such event, the Company will execute, and the
Trustee, upon receipt of a Company order for the authentication and delivery of Definitive Notes of
the same terms and tenor, will authenticate and deliver Definitive Notes, in authorized
denominations, and in an aggregate principal amount equal to the principal amount of the Global
Notes in exchange for such Global Notes.




          If specified by the Company pursuant to Section 2.06 with respect to Global Notes, the
Depositary may surrender Global Notes in exchange in whole or in part for Definitive Notes and of
like terms and tenor on such terms as are acceptable to the Company and such Depositary.
Thereupon, the



-34-









 






Company shall execute, and the Trustee upon receipt of a Company order for the
authentication and delivery of Definitive Notes, shall authenticate and deliver, without service
charge to the holders:





     (i) to each Person specified by such Depositary a new Definitive Note or Notes of the
same tenor, in authorized denominations, in an aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Note; and




     (ii) to such Depositary a new Global Note in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Note and the aggregate principal
amount of the Definitive Notes delivered to holders pursuant to clause (i) above.



          Upon the exchange of a Global Note for Definitive Notes, such Global Note shall be cancelled
by the Trustee or an agent of the Company or the Trustee. Definitive Notes in exchange for a
Global Note pursuant to this Section 2.01 shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The
Trustee or such agent shall deliver such Notes to or as directed by the Persons in whose names such
Notes are so registered or to the Depositary.




          Section 2.02.
Execution and Authentication.




          (a) One Officer shall sign the Notes for the Company by manual or facsimile signature.




          (b) If an Officer whose signature is on a Note no longer holds that office at the time a Note
is authenticated, the Note shall nevertheless be valid.




          (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.




          (d) The Trustee shall, upon a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Notes for original issue.




          (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company or any of their respective Subsidiaries.




          (f) The Company may issue Additional Notes from time to time after the offering of the Initial
Notes. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof.
The Initial Notes and any Additional Notes subsequently issued under this Indenture shall be
treated as a single class for all purposes under this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase.





-35-











 





          Section 2.03. Registrar and Paying Agent.




          (a) The Company shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co registrars and one or more
additional paying agents. The term “Registrar” includes any co registrar and the term “Paying
Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.




          (b) The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes.




          (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes, and the Trustee hereby initially agrees so to
act.




          Section 2.04. Paying Agent to Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee, the Company or a
Subsidiary to agree in writing that the Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if
any, or interest and Special Interest, if any, on the Notes, and shall notify the Trustee of any
default by the Company in making any such payment. While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying
Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.




          Section 2.05. Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
five Business Days before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date or such shorter time as the Trustee may
allow, as the Trustee may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).




          Section 2.06. Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or any such







-36-









 







nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will
be exchanged by the Company for Definitive Notes if (1) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is
no longer a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of such notice from the
Depositary or (2) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect
to the Trustee; or (3) an Event of Default entitling the Holders to accelerate shall have occurred
and be continuing and the Registrar has received a written request from the Depositary to issue
Definitive Notes. Upon the occurrence of any of the preceding events in (1), (2) or (3) above,
Definitive Notes shall be issued in denominations of US$2,000 or integral multiples of US$1,000 in
excess thereof and in such names as the Depositary shall instruct the Trustee in writing. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(g) hereof.




          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either clause (i) or (ii) below,
as applicable, as well as one or more of the other following clauses, as applicable:





     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend.
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the Registrar to effect
the transfers described in this Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A)(1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given
in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B)(1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (B)(1) above. Upon consummation of an Exchange Offer by the Company in
accordance with Section 2.06(e)(iv) hereof, the requirements of this Section



-37-









 






2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee
shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g)
hereof.




     (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of Section
2.06(b)(ii) above and the Registrar receives the following:




     (A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof; and




     (B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Note, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2)
thereof.




     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(ii) above and:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, makes the certifications in the applicable Letter of Transmittal
required by the Registration Rights Agreement;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take



-38-









 






delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests or
if the Applicable Procedures so require, an Opinion of Counsel to the effect that
such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     If any such transfer is effected pursuant to this clause (iv) at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests transferred pursuant to this clause
(iv).




     (v) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Beneficial Interests in Restricted Global Notes Prohibited. Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take
delivery thereof in the form of, a beneficial interest in a Restricted Global Note.



          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt
by the Registrar of the following documentation:





     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(b) thereof; or



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     (F) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall mail or deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.




          (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note only if:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate
(as defined in Rule 144) of the Company;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or




     (D) The Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the



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Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.



          (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.06(g) hereof, and the Company shall execute and the Trustee shall authenticate and mail or
deliver to the Person designated in the instructions a Definitive Note in the appropriate principal
amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall
mail or deliver such Definitive Notes to the Persons in whose names such Notes are so registered.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall not bear the Private Placement Legend.




          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global
Notes.




          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then,
upon receipt by the Registrar of the following documentation:





     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or



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     (F) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the
Regulation S Global Note.




          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:





     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, makes the certifications in the applicable Letter of
Transmittal required by the Registration Rights Agreement;




     (B) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and the
transferee makes the certifications in the applicable Letter of Transmittal required by the
Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Definitive Notes proposes to exchange such Notes for
a beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or




     (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a
Person who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit
B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to
maintain compliance with the Securities Act.



          Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.




          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in




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an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
of one of the Unrestricted Global Notes.




          (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Restricted Global Notes Prohibited. An Unrestricted Definitive Note cannot be exchanged for,
or transferred to Persons who take delivery thereof in the form of, beneficial interests in a
Restricted Global Note.




          (v) Issuance of Unrestricted Global Notes. If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to clauses (ii) or (iii) above at a
time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.




          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section 2.06(e).




          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives the following:





     (A) if the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;




     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




     (C) if the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.



          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if:







-43-









 









     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, makes the certifications in the applicable Letter of
Transmittal required by the Registration Rights Agreement;




     (B) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (C) any such transfer is effected by a broker-dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement and the
transferee makes the certifications in the applicable Letter of Transmittal required by the
Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Notes proposes to exchange such
Notes for an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit C hereto, including the certifications in item (1)(d)
thereof; or




     (2) if the Holder of such Restricted Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.




          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer,
the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from
the Holder thereof.




          (iv) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (A) one or more Exchange Notes that
are Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that make
the certifications in the applicable Letters of Transmittal required by the Registration Rights
Agreement, and accepted for exchange in the Exchange Offer and (B) Exchange Notes that are
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification
and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Exchange
Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate
and mail or deliver to the Persons designated by the Holders of Restricted Definitive Notes so
accepted Unrestricted Definitive Notes in the appropriate principal amount.







-44-









 








          (f) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




          (i) Private Placement Legend.




          (A) Except as permitted by clause (B) below, each Global Note and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:





“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”




“THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE
NOTES, ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S (PROVIDED THAT SUCH NON-U.S.
PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE SECURITIES IN CANADA OR FOR
THE BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE CANADIAN
SECURITIES LAWS), (E) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(a)(l) (2) OR (3), IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES
OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING OF ANY
STATE OF THE UNITED STATES OR ANY PROVINCE OF CANADA, SUBJECT TO THE COMPANY’S AND
THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF



-45-









 







COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.”




“IN CANADA, UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE NOTES
MUST NOT TRADE THE NOTES BEFORE APRIL 4, 2010.”



          (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or
(e)(iv) to this Section 2.06 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend; provided, however that any Global
Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii),
(d)(iii), (e)(ii), or (e)(iii) to this Section 2.06 shall, if issued before the date that
is four months and one day after the date of original issuance of the Note, bear a legend
in substantially the following form:




     “CANADIAN RESALE LEGEND:




     IN CANADA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE NOTES MUST NOT TRADE THE NOTES BEFORE APRIL 4, 2010.”


and; provided further, however, that any Global Note or Definitive Note issued pursuant to clause
(e)(iv) to this Section 2.06, or any Global Note or Definitive Note issued pursuant to clauses
(b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) to this Section 2.06 in exchange
therefor, if issued before the date that is four months and one day after the original issuance of
the Global Note or Definitive Note pursuant to clause (e)(iv) of this Section 2.06, shall bear a
legend in substantially the following form:




     “CANADIAN RESALE LEGEND:




     IN CANADA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE
HOLDER OF THE NOTES MUST NOT TRADE THE NOTES BEFORE APRIL 4, 2010.”



          (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the
following form:





     “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



-46-









 






     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



          (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global
Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note, such other Global
Note shall be increased accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such increase.




          (h) General Provisions Relating to Transfers and Exchanges.




          (i) To permit registrations of transfers and exchanges, the Company shall execute and, upon
receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate
Global Notes and Definitive Notes upon the Company’s order or at the Registrar’s request.




          (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.16 and 9.05 hereof).




          (iii) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




          (iv) Neither the Registrar nor the Company shall be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or







-47-









 







(C) to register the transfer of or to exchange a Note between a Regular Record Date and the next
succeeding Interest Payment Date.




          (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.




          (vi) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.




          (vii) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.




          (viii) The Trustee is hereby authorized to enter into a letter of representation with the
Depositary in the form provided by the Company and to act in accordance with such letter.




          (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including any transfers between or among
Participants or beneficial owners of interests in any Global Note) other than to require delivery
of such certificates and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements hereof.




          Section 2.07. Replacement Notes




          If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall
issue, and the Trustee, upon receipt of an Authentication Order, shall authenticate, a replacement
Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any
loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in
replacing a Note.




          Any replacement Note authenticated and delivered pursuant to this Section in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same Debt as the
mutilated, lost, destroyed or stolen Note and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder.




          In case any such mutilated, destroyed, lost or stolen Note had become or is about to become
due and payable, the Company, in its discretion, may, instead of issuing a new Note, pay such Note
upon satisfaction of the conditions set forth in the preceding paragraph.




          The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies of any Holder with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes.




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          Section 2.08. Outstanding Notes.




          (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except
for those cancelled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the
Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(c) hereof.




          (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced note is held by a bona fide
purchaser.




          (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.




          (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease
to accrue interest.




          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.




          Section 2.10. Temporary Notes.




          Until certificates representing Notes are ready for delivery, the Company may prepare, and the
Trustee, upon receipt of an Authentication Order, shall authenticate, temporary Notes. Temporary
Notes shall be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate
Definitive Notes in exchange for temporary Notes.




          Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.




          Section 2.11. Cancellation.




          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar, or
the Paying Agent, upon direction by the Company, and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of
such cancelled Notes in accordance with its customary procedures (subject to the record retention
requirements of the Exchange







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Act) or return them to the Company. Certification of the destruction of all cancelled Notes shall
be delivered to the Company from time to time upon request. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for cancellation.




          Section 2.12. Payment of Interest; Defaulted Interest.




          Interest on any Note which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest payment.




          If the Company defaults in a payment of interest or Special Interest, if any, on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment. The Company shall fix or cause to be fixed each such special record
date and payment date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.
Notwithstanding the foregoing, the Company may make payment in cash of any defaulted interest in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Notes may be listed, and upon such notice as may be required by such exchange.




          Section 2.13. CUSIP or ISIN Numbers.




          The Company in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a
convenience to Holders; provided, however, that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Notes or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN”
numbers.




          Section 2.14. Special Interest.




          If Special Interest is payable by the Company pursuant to the Registration Rights Agreement
and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Special Interest that is payable and (ii) the date on which such
interest is payable. Unless and until a Responsible Officer of the Trustee receives such a
certificate or instruction or direction from the Holders in accordance with the terms of this
Indenture, the Trustee may assume without inquiry that no Special Interest is payable. The
foregoing shall not prejudice the rights of the Holders with respect to their entitlement to
Special Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Company directly or otherwise directing the Trustee to
take any such action in accordance with the terms of this Indenture and the Notes. If the Company
has paid Special Interest directly to the persons entitled to it, the Company shall deliver to the
Trustee a certificate setting forth the particulars of such payment.







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          Section 2.15. Issuance of Additional Notes.




          The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue
Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued
on the date hereof, other than with respect to the date of issuance and issue price. The Initial
Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange
therefor shall be treated as a single class for all purposes under this Indenture, including
without limitation, waivers, amendments, redemptions and offers to purchase.




          With respect to any Additional Notes, the Company shall set forth in a resolution of its Board
of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee,
the following information:





     (a) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (b) the issue price, the issue date and the CUSIP number of such Additional Notes; and




     (c) whether such Additional Notes shall be subject to restrictions on transfer.



ARTICLE 3.




REDEMPTION AND PREPAYMENT.



          Section 3.01. Notices to Trustee.




          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof and paragraph 5 of the Notes, it shall furnish to the Trustee, at least 30 days
but not more than 60 days before a redemption date unless a shorter notice shall be satisfactory to
the Trustee, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to
be redeemed and (iv) the redemption price. Any such notice may be cancelled at any time prior to
notice of such redemption being mailed to any Holder and shall, therefore, be void and of no
effect.




          Section 3.02. Selection of Notes to Be Redeemed.




          If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed among the Holders of the Notes in compliance with any applicable depositary
and legal requirements and the requirements of the principal national securities exchange, if any,
on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, at random or
in accordance with any other method the Trustee considers fair and appropriate. In the event of
partial redemption at random, the particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.




          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of US$2,000 or whole multiples
of







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US$1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple of US$1,000, shall
be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption also apply to portions of Notes called for redemption.




          Section 3.03. Notice of Redemption.




          At least 30 days but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to
be redeemed at its registered address.




          The notice shall identify the Notes to be redeemed and shall state:





     (a) the redemption date;




     (b) the redemption price or if the redemption is made pursuant to Section 3.07(b) a
calculation of the redemption price;




     (c) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original Note;




     (d) the name and address of the Paying Agent;




     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




     (f) that, unless the Company defaults in making such redemption payment, interest and
Special Interest, if any, on Notes called for redemption ceases to accrue on and after the
redemption date;




     (g) the paragraph of the Notes or Section of this Indenture pursuant to which the Notes
called for redemption are being redeemed;




     (h) in the case of a redemption being made by a Restricted Subsidiary, the name of such
Restricted Subsidiary making the redemption; and




     (i) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



          The Company shall, or, at the Company’s request, the Trustee shall give the notice of
redemption in the Company’s name and at its expense; provided, however, that the Company shall have
delivered to the Trustee, at least 45 days, or such shorter period allowed by the Trustee, prior to
the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in this Section 3.03.




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          Section 3.04. Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional.




          Section 3.05. Deposit of Redemption Price.




          On or before 11:00 a.m. Eastern time on any redemption date, the Company shall deposit, or
cause to be deposited, with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest and Special Interest, if any, on all Notes (or portions of
Notes) to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest and Special Interest, if
any, on all Notes to be redeemed.




          If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest and Special Interest, if any, shall cease to accrue on the Notes or the
portions of Notes called for redemption, whether or not such Notes are presented for payment. If a
Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment
Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such Regular Record Date. If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest and Special Interest, if any, shall be paid on the unpaid
principal from the redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.




          Section 3.06. Notes Redeemed in Part.




          Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.




          Section 3.07. Optional Redemption.




          (a) The Company may choose to redeem the Notes at any time. If it does so, it may redeem all
or any portion of the Notes, at once or over time, after giving the required notice hereunder. To
redeem the Notes prior to December 15, 2013 the Company must pay a redemption price equal to the
greater of:





     (i) 100% of the principal amount of the Notes to be redeemed, and




     (ii) the sum of the present values of (1) the redemption price of the Notes at December
15, 2013 (as set forth below) and (2) the remaining scheduled payments of interest from the
redemption date to December 15, 2013 but excluding accrued and unpaid interest and Special
Interest, if any, to the redemption date, discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate



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(determined on the second business day immediately preceding the date of redemption) plus 50
basis points,


plus, in either case, accrued and unpaid interest including Special Interest, if any, to the
redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).




          Any notice to Holders of Notes of such a redemption will include the appropriate calculation
of the redemption price, but need not include the redemption price itself. The actual redemption
price, calculated as described above, will be set forth in an Officers’ Certificate delivered to
the Trustee no later than two business days prior to the redemption date (unless clause (b) of the
definition of “Comparable Treasury Price” is applicable, in which case such Officers’ Certificate
shall be delivered on the redemption date).




          (b) Beginning on December 15, 2013, the Company may redeem all or any portion of the Notes, at
once or over time, after giving the required notice under this Indenture, at the redemption prices
set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed to the applicable redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date). The following
prices are for Notes redeemed during the 12-month period commencing on December 15 of the years set
forth below, and are expressed as percentages of principal amount:




	 	 	 	 	 
	Redemption Year	 	Price
	 
	 	 	 	 
	2013
	 	 	103.875	%
	2014
	 	 	101.938	%
	2015 and thereafter
	 	 	100.000	%






          (c) In addition, at any time and from time to time, prior to December 15, 2012, the Company
may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes with the
proceeds of one or more Qualified Equity Offerings, at a redemption price equal to 107.750% of the
principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon,
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that after giving
effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes
remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity
Offering upon not less than 30 nor more than 60 days’ prior notice.




          (d) The Company may at any time redeem, in whole but not in part, the outstanding Notes (upon
giving notice in accordance with this Indenture, which notice shall be irrevocable) at a redemption
price of 100% of the principal amount thereof, plus accrued and unpaid interest and Special
Interest, if any, to the date of redemption, and all Additional Amounts (if any) then due and which
will become due on the date of redemption as a result of the redemption or otherwise, if on the
next date on which any amount would be payable in respect of the Notes, the Company has become or
would become obligated to pay any Additional Amounts (as defined herein) in respect of the Notes,
and the Company cannot avoid any such payment obligation by taking reasonable measures available to
it, as a result of (i) any change in or amendment to the laws (or regulations promulgated
thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official
position regarding the application or interpretation of such laws or regulations, which change or
amendment is announced or is effective on or







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after the Issue Date (or, if the applicable relevant Tax Jurisdiction became a Tax Jurisdiction on
a date after the Issue Date, such later date).




          (e) Notwithstanding the foregoing, the Company may elect to effect any redemption pursuant to
this Section 3.07 directly or through a Restricted Subsidiary.




          Section 3.08. Mandatory Redemption.




          Except as set forth in Sections 4.12 and 4.16 hereof, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.




          Section 3.09. Offer To Purchase by Application of Excess Proceeds.




          (a) In the event that, pursuant to Section 4.12 hereof, the Company shall be required to
commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the
procedures specified below.




          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.12 hereof (the “Offer Amount”) or, if less than the Offer Amount
has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes
so purchased shall be made in the same manner as interest payments are made.




          If the Purchase Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest and Special Interest, if any, shall be paid
to the Person in whose name a Note is registered at the close of business on such Regular Record
Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset
Sale Offer.




          Upon the commencement of the Asset Sale Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall
govern the terms of the Asset Sale Offer, shall state:





     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.12 hereof and the length of time the Asset Sale Offer shall remain open;




     (ii) the Offer Amount, the purchase price and the Purchase Date;




     (iii) that any Note not tendered or accepted for payment shall continue to accrue
interest;




     (iv) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest and Special
Interest, if any, after the Purchase Date;



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     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in amounts of US$2,000 or integral multiples of US$1,000 in
excess thereof;




     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, a depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;




     (vii) that Holders shall be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;




     (viii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds
the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis
(with such adjustments as may be deemed appropriate by the Company so that only Notes in
denominations of US$2,000 or integral multiples of US$1,000 in excess thereof shall be
purchased); and




     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).



          On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly
(but in any case not later than five Business Days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon receipt of an Authentication Order in accordance with Section 2.02 hereof from the
Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.




          Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.





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ARTICLE 4.




COVENANTS



          Section 4.01. Payment of Notes.




          The Company shall pay or cause to be paid the principal of, premium, if any, and interest and
Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest and Special Interest, if any, shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available
funds and designated for and sufficient to pay all principal, premium, if any, and interest and
Special Interest, if any, then due.




          The Company shall pay Special Interest, if any, in the same manner, on the dates and in the
amounts set forth in the Registration Rights Agreement. The Company shall pay interest (including
post-petition interest on any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest on any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any (without regard to
any applicable grace periods), from time to time on demand at the same rate to the extent lawful.




          Interest shall be computed on the basis of a 360-day year of twelve 30-day months.




          Section 4.02. Maintenance of Office or Agency.




          (a) The Company shall maintain an office or agency (which may be an office or drop facility of
the Trustee or an affiliate of the Trustee, Registrar or co registrar) where Notes may be presented
or surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Administration of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.




          (b) The Company may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.




          (c) The Company hereby designates the Corporate Trust Administration of the Trustee, as one
such office, drop facility or agency of the Company in accordance with Section 2.03.




          Section 4.03. Reports.




          (a) The Company shall deliver to the Trustee no later than fifteen (15) calendar days after
the time such report is required to be filed with the Commission pursuant to the Exchange Act
(including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25
under the Exchange Act), a copy of each report the Company is required to file with the Commission
pursuant to





-57-









 







Section 13 or 15(d) of the Exchange Act; provided, however, that the Company shall not
be required to deliver to the Trustee any material for which the Company has sought and obtained
confidential treatment by the Commission; provided further, each such report will be deemed to be
so delivered to the Trustee if the Company files such report with the Commission through the
Commission’s EDGAR database. In the event the Company is at any time while any Notes are
outstanding no longer subject to the reporting requirements of Section 13 or Section 15(d) of the
Exchange Act, the Company shall continue to provide to the Trustee and, upon request, to each
Holder, no later than fifteen (15) calendar days after the date the Company would have been
required to file the same with the Commission, the reports the Company would have been required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were
subject to the reporting requirements of such sections. The Company also shall comply with the
other provisions of TIA § 314(a).




          (b) For so long as any Notes remain outstanding and the Company does not have or shall cease
to have a class of equity securities registered under Section 12(g) of the Exchange Act or is not
or shall cease to be subject to Section 15(d) of the Exchange Act, the Company shall furnish to the
Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act; provided that each such report requested will be deemed delivered if the
Company files such report with the Commission through the Commission’s EDGAR database.




          (c) Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates).




          Section 4.04. Compliance Certificate.




          (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year, an Officers’ Certificate stating that in the course of performing their duties as Officers of
the Company a review of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a view to determining
whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their
obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company and its Subsidiaries are not in
default in the performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the principal of or
interest or Special Interest, if any, on the Notes is prohibited or if such event has occurred,
a description of the event and what action the Company is taking or proposes to take
with respect thereto.




          (b) The Company shall comply with TIA § 314(a)(2).




          (c) The Company shall promptly deliver to the Trustee, after becoming aware of the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event that with the giving
of notice or the lapse of time (or both) would become an Event of Default, its status and what
action the Company is taking or proposes to take with respect thereto; provided, however, that no
notice need be delivered under this Section 4.04(c) if the event that with the giving of notice and
the lapse of time would




-58-









 







become an Event of Default has been cured prior to the time delivery of
notice would have otherwise been required.




          Section 4.05. Taxes.




          The Company shall pay or discharge, and shall cause each of its Restricted Subsidiaries to pay
or discharge, prior to delinquency, all material taxes, assessments, and governmental levies;
provided that neither the Company nor any such Restricted Subsidiary shall be required to pay or
discharge, or cause to be paid or discharged, any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by appropriate proceedings and
for which adequate reserves have been established in accordance with GAAP or where the failure to
effect such payment is not adverse in any material respect to the Holders.




          Section 4.06. Stay, Extension and Usury Laws.




          The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.




          Section 4.07. Corporate Existence.




          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company
or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors of
the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the
Notes or such action is otherwise permitted by this Indenture.




          Section 4.08. Payments for Consent.




          The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.





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          Section 4.09. Limitation on Debt.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly
or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no
Default or Event of Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and either:





     (i) such Debt is Debt of the Company or a Subsidiary Guarantor and after giving effect
to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated
Interest Coverage Ratio would be greater than 2.00 to 1.00, or




     (ii) such Debt is Permitted Debt.



          (b) The term “Permitted Debt” means:





     (i) (1) Debt of the Company evidenced by the Notes and the Exchange Notes and (2) Debt
of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the Notes
and the Exchange Notes;




     (ii) Debt of the Company, a Subsidiary Guarantor, a Foreign Subsidiary that is a
Restricted Subsidiary under the Credit Facility or a Qualified Receivables Transaction;
provided that, after giving effect to any such Incurrence, the aggregate principal amount of
all Debt Incurred pursuant to this clause (ii) and then outstanding shall not exceed the
greatest of (i) $850.0 million, which amount shall be permanently reduced by the amount of
Net Available Cash used to Repay Debt under the Credit Facility, and not subsequently
reinvested in Additional Assets or used to purchase Notes or Repay other Debt, pursuant to
Section 4.12 hereof, (ii) an aggregate amount equal to (x) the aggregate amount of EBITDA
for the most recent four consecutive fiscal quarters for which financial statements are
publicly available prior to the date of such incurrence multiplied by (y) 2.25 and (iii) the
sum of (A) 60% of the book value of the inventory of the Company and its Restricted
Subsidiaries, (B) 80% of the book value of the accounts receivable of the Company and its
Restricted Subsidiaries, and (C) $250.0 million, in each case determined on
a consolidated basis as of the most recently ended quarter of the Company for which
financial statements of the Company have been provided to the Holders of Notes;




     (iii) Debt of the Company or a Restricted Subsidiary in respect of Capital Lease
Obligations and Purchase Money Debt, provided that:




     (A) the aggregate principal amount of such Debt does not exceed the Fair Market
Value (on the date of the Incurrence thereof) of the Property acquired, constructed
or leased, and




     (B) the aggregate principal amount of all Debt Incurred and then outstanding
pursuant to this clause (iii) (together with all Permitted Refinancing Debt Incurred
and then outstanding in respect of Debt previously Incurred pursuant to this clause
(iii)) does not exceed the greater of (x) $125.0 million and (y) 5% of Consolidated
Net Tangible Assets;



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     (iv) Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a
Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary;
provided that if the Company or any Subsidiary Guarantor is the obligor on any such Debt
Incurred after the Issue Date, then such Debt is expressly subordinated by its terms to the
prior payment in full in cash of the Notes or the Subsidiary Guarantees, as the case may be;
provided further, however, that any subsequent issue or transfer of Capital Stock or other
event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any subsequent transfer of any such Debt (except to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the
issuer thereof;




     (v) Debt under Interest Rate Agreements entered into by the Company or a Restricted
Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the
financial management of the Company or such Restricted Subsidiary and not for speculative
purposes, provided that the obligations under such agreements are directly related to
payment obligations on Debt otherwise permitted by this Section 4.09;




     (vi) Debt under Currency Exchange Protection Agreements entered into by the Company or
a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly
related to transactions entered into by the Company or such Restricted Subsidiary in the
ordinary course of business and not for speculative purposes;




     (vii) Debt under Commodity Price Protection Agreements entered into by the Company or a
Restricted Subsidiary in the ordinary course of the financial management of the Company or
such Restricted Subsidiary and not for speculative purposes;




     (viii) Debt in connection with one or more standby letters of credit or performance
bonds issued by the Company or a Restricted Subsidiary in the ordinary course of business or
pursuant to self-insurance obligations and not in connection with the borrowing of money or
the obtaining of advances or credit;




     (ix) Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date not
otherwise described in clauses (b)(i) through (viii) above;




     (x) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted
Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other
than Debt Incurred as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of transactions pursuant to
which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise
acquired by the Company); provided that at the time such Restricted Subsidiary was acquired
by the Company or otherwise became a Restricted Subsidiary and after giving effect to the
Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt
pursuant to clause (a)(i) of this Section 4.09;




     (xi) Debt of the Company or a Restricted Subsidiary arising from agreements providing
for indemnification, adjustment of purchase price, earn-out or other similar obligations, in
each case, incurred or assumed in connection with the disposition of any business, assets or
Subsidiary of the Company otherwise permitted by and in accordance with the provisions of
this Indenture;



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     (xii) Debt of the Company or a Restricted Subsidiary evidenced by promissory notes
issued to employees, former employees, directors or former directors of the Company or any
of its Restricted Subsidiaries in lieu of any cash payment permitted to be made under
Section 4.10(b)(vi) hereof; provided, however, that (1) all such Debt must be unsecured and
expressly subordinated to the prior payment in full in cash of all obligations with respect
to the Notes (in the case of the Company) or the related Subsidiary Guarantee (in the case
of a Subsidiary Guarantor) and (2) the aggregate principal amount of all such Debt incurred
in any calendar year, when added to the aggregate amount of all repurchases made in such
calendar year pursuant to Section 4.10(b)(vi) hereof, shall not exceed $7.5 million;




     (xiii) Guarantees by the Company or any Restricted Subsidiary of Debt of the Company or
any Restricted Subsidiary that the Company or the Restricted Subsidiary making such
Guarantee would otherwise be permitted to incur under this Indenture;




     (xiv) Debt of the Company or a Restricted Subsidiary arising from the honoring of a
check, draft or similar instrument drawn against insufficient funds, provided such Debt is
extinguished within five Business Days of the Company or Restricted Subsidiary receiving
notice;




     (xv) Debt consisting of take-or-pay obligations contained in supply agreements entered
into in the ordinary course of business;




     (xvi) Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount
outstanding at any one time not to exceed $150.0 million; and




     (xvii) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to
clause (a)(i) of this Section 4.09 and clauses (b)(i), (ix) and (x) above; provided,
however, that in the case of any Debt of the Company owing to and held by any Restricted
Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any
Restricted Subsidiary Incurred pursuant to Section 4.09(b)(ix) hereof, the obligee of such
Permitted Refinancing Debt shall be either the Company or a Restricted Subsidiary or if the
original obligee of the Debt being Refinanced was the Company or a Subsidiary Guarantor then
the obligee of such Permitted Refinancing Debt shall be either the Company a Subsidiary
Guarantor.



          (c) Notwithstanding anything to the contrary contained in this Section 4.09,





     (i) the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any
Debt pursuant to this Section 4.09 if the proceeds thereof are used, directly or indirectly,
to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the
Notes or the applicable Subsidiary Guarantee, as the case may be, to at least the same
extent as such Subordinated Obligations;




     (ii) the Company shall not permit any Restricted Subsidiary that is not a Subsidiary
Guarantor to Incur any Debt pursuant to this Section 4.09 if the proceeds thereof are used,
directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor;
and




     (iii) accrual of interest, accretion or amortization of original issue discount and the
payment of interest or dividends in the form of additional Debt will be deemed not to be an
Incurrence of Debt for purposes of this Section 4.09.



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          (d) For purposes of determining compliance with this Section 4.09, in the event that an item
of Debt meets the criteria of more than one of the categories of Permitted Debt described in
clauses (b)(i) through (xvii) of this Section 4.09 or is entitled to be incurred pursuant to clause
(a)(i) of this Section 4.09, the Company shall, in its sole discretion, classify (or later
reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that
complies with this Section 4.09.




          (e) For purposes of determining compliance with any Canadian dollar denominated restriction or
amount, the Canadian dollar equivalent principal amount thereof denominated in a foreign currency
will be calculated based on the relevant currency exchange rate in effect on the date the Debt or
other transaction was incurred or entered into, or first committed, in the case of revolving credit
debt, provided that if any Permitted Refinancing Debt is incurred to refinance Debt denominated in
a foreign currency, and such refinancing would cause the applicable Canadian dollar denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the
date of such refinancing, such Canadian dollar denominated restriction will be deemed not to have
been exceeded so long as the principal amount of such Permitted Refinancing Debt does not exceed
the principal amount of such Debt being refinanced. Notwithstanding any other provision in this
Indenture, no restriction or amount will be deemed to be exceeded solely as a result of
fluctuations in the exchange rate of currencies.




          Section 4.10. Limitation on Restricted Payments.




          (a) The Company shall not make, and shall not permit any Restricted Subsidiary to make,
directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such
proposed Restricted Payment,





     (i) a Default or Event of Default shall have occurred and be continuing,




     (ii) the Company could not Incur at least $1.00 of additional Debt pursuant to clause
(a)(i) of Section 4.09 hereof, and




     (iii) the aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made since the Issue Date (the amount of any Restricted Payment, if made
other than in cash, to be based upon Fair Market Value at the time of such Restricted
Payment) would exceed an amount equal to the sum of:




     (A) 50% of the aggregate amount of Consolidated Net Income accrued during the
period (treated as one accounting period) from October 1, 2009 to the end of the
most recent fiscal quarter for which financial statements have been filed with, or
furnished to, the Commission (or if the aggregate amount of Consolidated Net Income
for such period shall be a deficit, minus 100% of such deficit), plus




     (B) 100% of Capital Stock Sale Proceeds, plus




     (C) the sum of:




     (1) the aggregate net cash proceeds received by the Company or any
Restricted Subsidiary from the issuance or sale after the Issue Date of
convertible or exchangeable Debt that has been converted into or exchanged
for Capital Stock (other than Disqualified Stock) of the Company, and



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     (2) the aggregate amount by which Debt (other than Subordinated
Obligations) of the Company or any Restricted Subsidiary is reduced on the
Company’s consolidated balance sheet on or after the Issue Date upon the
conversion or exchange of any Debt issued or sold on or prior to the Issue
Date that is convertible or exchangeable for Capital Stock (other than
Disqualified Stock) of the Company,




excluding, in the case of clause (1) or (2):




     (x) any such Debt issued or sold to the Company or a Subsidiary of the
Company or an employee stock ownership plan or trust established by the
Company or any such Subsidiary for the benefit of their employees, and




     (y) the aggregate amount of any cash or other Property distributed by
the Company or any Restricted Subsidiary upon any such conversion or
exchange,




plus




     (D) an amount equal to the sum of:




     (1) the net reduction in Investments in any Person other than the
Company or a Restricted Subsidiary resulting from dividends, repayments,
forgiveness or cancellation of loans or advances or other transfers of
Property, in each case to the Company or any Restricted Subsidiary from such
Person,




     (2) the portion (proportionate to the Company’s equity interest in such
Unrestricted Subsidiary) of the Fair Market Value of the net assets of an
Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary; provided, however, that the foregoing
sum shall not exceed, in the case of any Person, the amount of Investments
previously made (and
treated as a Restricted Payment) by the Company or any Restricted
Subsidiary in such Person, and




     (3) to the extent that any Investment (other than a Permitted
Investment) that was made after the Issue Date is sold for cash or otherwise
liquidated or repaid for cash, the lesser of (i) the cash return of capital
with respect to such Investment (less the cost of disposition, if any) and
(ii) the initial amount of such Investment, plus




     (E) $150.0 million.



          (b) Notwithstanding the foregoing limitation, the Company and Restricted Subsidiaries, as
applicable, may:





     (i) pay dividends or distributions on its Capital Stock within 60 days of the
declaration thereof if, on the declaration date, such dividends or distributions could have
been paid in compliance with this Indenture; provided, however, that at the time of such
payment of such dividend or distribution, no other Default or Event of Default shall have
occurred and be



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continuing (or result therefrom); provided further, however, that such
dividend or distribution shall be included in the calculation of the amount of Restricted
Payments;




     (ii) purchase, repurchase, redeem, defease, acquire or retire for value any (i) Capital
Stock of the Company, any Restricted Subsidiary or any Permitted Joint Venture, or (ii)
Subordinated Obligations, in exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other
than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock
ownership plan or trust established by the Company or any such Subsidiary for the benefit of
their employees); provided, however, that




     (A) such purchase, repurchase, redemption, defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted Payments
and




     (B) the Capital Stock Sale Proceeds from such exchange or sale shall be
excluded from the calculation pursuant to clause (a)(iii)(B) above;




     (iii) purchase, repurchase, redeem, defease, acquire or retire for value any
Subordinated Obligations in exchange for, or out of the proceeds of the substantially
concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase,
repurchase, redemption, defeasance, acquisition or retirement shall be excluded in the
calculation of the amount of Restricted Payments;




     (iv) make an Investment, if at the time the Company or any Restricted Subsidiary first
Incurred a commitment for such Restricted Payment, such Restricted Payment could have been
made; provided, however, that the Investment is made within 90 days from the date in which
the Company or the Restricted Subsidiary Incurs the commitment; and provided further,
however, that all commitments Incurred and outstanding and not terminated shall be treated
as if such commitments were Restricted Payments expended by the Company or the Restricted
Subsidiary at the time the commitments were Incurred;




     (v) the repurchase of equity interests of the Company or any of its Restricted
Subsidiaries deemed to occur upon the exercise of stock options upon surrender of equity
interests to pay the exercise price of such options; provided however, that such repurchase
shall be excluded in the calculation of the amount of Restricted Payments;




     (vi) repurchase, redeem or retire for value any Capital Stock of the Company or any of
its Subsidiaries from current or former employees of the Company or any of its Subsidiaries
(or permitted transferees of such current or former employees), pursuant to the terms of
agreements (including employment agreements, employee stock options or restricted stock
agreements) or plans (or amendments thereto) approved by the Board of Directors of the
Company under which such individuals purchase or sell, or are granted the option to purchase
or sell, shares of such Capital Stock; provided, however, that:




     (A) the aggregate amount of such repurchases shall not exceed $7.5 million in
any calendar year and




     (B) at the time of such repurchase, no Default or Event of Default shall have
occurred and be continuing (or result therefrom);



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provided further, however, that such repurchases shall be included in the calculation of the
amount of Restricted Payments pursuant to clause (a)(iii) above;




     (vii) pay dividends or distributions in the ordinary course of business on the
Company’s outstanding Capital Stock or Preferred Stock or make open market purchases of
shares of the Company’s outstanding Capital Stock pursuant to stock buyback programs
approved by the Board of Directors of the Company, in an amount which, when combined with
all such dividends, distributions and purchases, does not exceed $50.0 million in the
aggregate in any calendar year; provided, however, that at the time of such dividend,
distribution or purchase,




     (A) the Company could Incur at least $1.00 of additional Debt pursuant to
clause (a)(i) of Section 4.09 hereof, after giving pro forma effect to such dividend
or distribution; and




     (B) no Default or Event of Default shall have occurred and be continuing (or
result therefrom);




provided further, however, that such dividends or distributions shall be excluded in the
calculation of the amount of Restricted Payments;




     (viii) purchase, repurchase, redeem, legally defease, acquire or retire for value any
Subordinated Obligations from Net Available Cash to the extent permitted by Section 4.12
hereof, provided, however, that such purchase, repurchase, redemption, legal defeasance,
acquisition or retirement for value shall be excluded in the calculation of the amount of
Restricted Payments; and




     (ix) purchase or redeem any Subordinated Obligations, to the extent required by the
terms of such Debt following a Change of Control; provided, however, that the Company has
made a Change of Control Offer and has purchased all Notes tendered in connection with that
Change of Control Offer; provided further, however, that such purchase or redemption
shall be included in the calculation of the amount of Restricted Payments.



          Section 4.11. Limitation on Liens.




          The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its
Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made
or will make effective provision whereby the Notes or the applicable Subsidiary Guarantee will be
secured by such Lien equally and ratably with (or, if such other Debt constitutes Subordinated
Obligations, prior to) all other Debt of the Company or any Restricted Subsidiary secured by such
Lien for so long as such other Debt is secured by such Lien; provided, however, that if the Debt so
secured is expressly subordinated to the Notes, then the Lien securing such Debt shall be
subordinated and junior to the Lien securing the Notes or the Subsidiary Guarantees.




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          Section 4.12. Limitation on Asset Sales.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless:





     (i) the Company or such Restricted Subsidiary receives consideration, including the
relief of liabilities, at the time of such Asset Sale at least equal to the Fair Market
Value of the Property subject to such Asset Sale;




     (ii) at least 75% of the consideration paid to the Company or such Restricted
Subsidiary in connection with such Asset Sale is in the form of cash or Temporary Cash
Investments; and




     (iii) the Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with the foregoing clauses (i) and (ii).


Solely for the purposes of clause (a)(ii) of this Section 4.12, the following will be deemed to be
cash:





     (A) the assumption by the purchaser of liabilities of the Company or any Restricted
Subsidiary (other than contingent liabilities or liabilities that are by their terms
subordinated to the Notes or the applicable Subsidiary Guarantee) as a result of which the
Company and the Restricted Subsidiaries are no longer obligated with respect to such
liabilities, and




     (B) any securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such Purchaser to the extent they are promptly converted or
monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash
received).



          (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the
Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects
(or is required by the terms of any Debt):





     (i) to Repay




     (A) Debt of the Company or any Restricted Subsidiary that is secured by the
Property subject to such Asset Sale (excluding any Debt owed to the Company or an
Affiliate of the Company) and/or




     (B) Debt under the Credit Facility; or




     (ii) to invest or reinvest in Additional Assets (including by means of an Investment in
Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company
or another Restricted Subsidiary); or




     (iii) to make capital expenditures to improve existing assets.



          Notwithstanding the foregoing, (i) any investment in Additional Assets within 180 days prior
to an Asset Sale, shall be deemed to satisfy clause (b)(ii) above with respect to any such Asset
Sale






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and (ii) any capital expenditure made to improve existing assets within 180 days of an Asset
Sale shall be deemed to satisfy clause (b) above with respect to any Asset Sale.




          (c) Any Net Available Cash from an Asset Sale not applied in accordance with clause (b) of
this Section 4.12 within 360 days from the date of the receipt of such Net Available Cash, or such
shorter period which the Company determines or that is not segregated from the general funds of the
Company for investment in identified Additional Assets in respect of a project that shall have been
commenced, and for which binding contractual commitments have been entered into, prior to the end
of such 360-day period and that shall not have been completed or abandoned shall constitute “Excess
Proceeds”; provided, however, that the amount of any Net Available Cash that ceases to be so
segregated as contemplated above and any Net Available Cash that is segregated in respect of a
project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such
Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned
or completed, as applicable; provided further, however, that the amount of any Net Available Cash
that continues to be segregated for investment and that is not actually reinvested within 360 days
from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”




          (d) When the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into account
income earned on such Excess Proceeds, if any), the Company will be required to make an Asset Sale
Offer, which offer shall be in the amount of the Allocable Excess Proceeds (as defined below), on a
pro rata basis, according to principal amount, at a purchase price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the purchase date
(subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date), in accordance with the procedures (including prorating in the
event of oversubscription) set forth in this Indenture. To the extent that any portion of the
amount of Net Available Cash remains after compliance with the preceding sentence and provided that
all Holders of Notes have been given the opportunity to tender their Notes for purchase in
accordance with this Indenture, the Company or such Restricted Subsidiary may use such remaining
amount for any purpose not otherwise prohibited by this Indenture and the amount of Excess Proceeds
will be reset to zero.




          (e) The term “Allocable Excess Proceeds” shall mean the product of:





     (i) the Excess Proceeds and




     (ii) a fraction,




     (A) the numerator of which is the aggregate principal amount of the Notes
outstanding on the date of the Asset Sale Offer, and




     (B) the denominator of which is the sum of the aggregate principal amount of
the Notes outstanding on the date of the Asset Sale Offer and the aggregate
principal amount of other Debt of the Company outstanding on the date of the Asset
Sale Offer that is pari passu in right of payment with the Notes and subject to
terms and conditions in respect of Asset Sales similar in all material respects to
this Section 4.12 and requiring the Company to make an offer to purchase such Debt
at substantially the same time as the Asset Sale Offer.



          (f) Within five business days after the Company is obligated to make a Asset Sale Offer as
described in clause (d) of this Section 4.12, the Company shall send a written notice, by
first-




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class mail, to the Holders of Notes, accompanied by such information regarding the Company
and its Subsidiaries as the Company in good faith believes will enable such Holders to make an
informed decision with respect to such Asset Sale Offer. Such notice shall state, among other
things, the purchase price and the purchase date, which shall be, subject to any contrary
requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from
the date such notice is mailed.




          (g) The Company will comply, to the extent applicable, with the requirements of Section 14(e)
of the Exchange Act and any other securities laws or regulations in connection with any repurchase
of Notes pursuant to this Section 4.12. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Section 4.12, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under this Section 4.12 by virtue thereof.




          Section 4.13. Limitation on Restrictions on Distributions from Restricted Subsidiaries.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of
any Restricted Subsidiary to:





     (i) pay dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or
any other Restricted Subsidiary,




     (ii) make any loans or advances to the Company or any other Restricted Subsidiary or




     (iii) transfer any of its Property to the Company or any other Restricted Subsidiary.



          (b) The foregoing limitations will not apply:





     (i) with respect to clauses (a)(i), (ii) and (iii), to restrictions:




     (A) in effect on the Issue Date, including, without limitation, restrictions
pursuant to the Notes, this Indenture, the indenture dated as of the date hereof
governing the Company’s Cdn$ denominated notes, the indentures governing the
Company’s notes outstanding on the Issue Date and the Credit Facility or pursuant to
a credit agreement or credit agreements which may be entered into after the Issue
Date under which one or more Foreign Subsidiaries that are Restricted Subsidiaries
can Incur up to $15.0 million of Debt so long as such Debt is Incurred pursuant to
Section 4.09(b)(ii) hereof and that are no more restrictive, taken as a whole, than
those contained in the Credit Facility on the Issue Date,




     (B) relating to Debt of a Restricted Subsidiary and existing at the time it
became a Restricted Subsidiary if such restriction was not created in connection
with or in anticipation of the transaction or series of transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by
the Company,



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     (C) that result from the Refinancing of Debt Incurred pursuant to an agreement
referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below,
provided such restriction is no less favorable to the Holders than those under the
agreement evidencing the Debt so Refinanced,




     (D) arising in connection with a Qualified Receivables Transaction (including
limitations set forth in the governing documents of a Special Purpose Vehicle), or




     (E) existing under or by reason of applicable law, and




     (ii) with respect to clause (a)(iii) only, to restrictions:




     (A) relating to Debt that is permitted to be Incurred and secured without also
securing the Notes or the applicable Subsidiary Guarantee pursuant to Sections 4.09
and 4.11 hereof, that limit the right of the debtor to dispose of the Property
securing such Debt,




     (B) encumbering Property at the time such Property was acquired by the Company
or any Restricted Subsidiary, so long as such restriction relates solely to the
Property so acquired and was not created in connection with or in anticipation of
such acquisition,




     (C) resulting from customary provisions restricting subletting or assignment of
leases or customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder,




     (D) that constitute customary restrictions contained in sale agreements
limiting the transfer of Capital Stock or Property pending the closing of such sale,




     (E) that constitute customary restrictions contained in joint venture
agreements entered into in the ordinary course of business and in good faith and not
otherwise prohibited under this Indenture, or




     (F) existing by virtue of any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any Property of the Company or any Restricted
Subsidiary not otherwise prohibited by this Indenture.



          Section 4.14. Limitations on Affiliate Transactions.




          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, conduct any business or enter into or suffer to exist any transaction or series of
transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of
any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an “Affiliate Transaction”), unless:





     (i) the terms of such Affiliate Transaction are no less favorable to the Company or
such Restricted Subsidiary, as the case may be, than those that would reasonably be expected
to



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be obtained in a comparable arm’s-length transaction at the time of the transaction with
a Person that is not an Affiliate of the Company,




     (ii) if such Affiliate Transaction involves aggregate payments or value in excess of
$20.0 million, the Board of Directors of the Company, (including at least a majority of the
disinterested members of the Board of Directors of the Company) approves such Affiliate
Transaction and, in its good faith judgment, believes that such Affiliate Transaction
complies with clause (a)(i) of this Section 4.14 as evidenced by a Board Resolution
delivered to the Trustee, and




     (iii) if such Affiliate Transaction involves aggregate payments or value in excess of
$50.0 million, the Company obtains a written opinion from an Independent Financial Advisor
to the effect that the consideration to be paid or received in connection with such
Affiliate Transaction is fair, from a financial point of view, to the Company and the
Restricted Subsidiaries.



          (b) Notwithstanding the foregoing limitation, the Company or any Restricted Subsidiary may
enter into or suffer to exist the following:





     (i) any transaction or series of transactions between the Company and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries; provided that if one
of the parties to such transaction or series of transactions is a Restricted Subsidiary that
is not a Subsidiary Guarantor, no more than 5% of the total voting power of the Voting Stock
(on a fully diluted basis) of such Restricted Subsidiary is owned by a stockholder of the
Company that is an Affiliate;




     (ii) any Restricted Payment permitted to be made pursuant to Section 4.10 hereof, or
any Permitted Investment;




     (iii) any disposition of Property by the Company or any Subsidiary in accordance with
the terms and conditions set forth in the Combination Agreement, dated as of May 13, 2007,
between Reno de Medici S.p.A., Cascades Paperboard International Inc., Cascades S.A.,
and Cascades Italia S.r.l. (as amended or as it may be amended in the future in a manner
that is not materially adverse to the Holders of the Notes in the good faith judgment of the
Company);




     (iv) the payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of officers, directors and employees of the Company or any
of the Restricted Subsidiaries, whether in cash, securities or otherwise, so long as the
Board of Directors of the Company in good faith shall have approved the terms thereof and
deemed the services theretofore or thereafter to be performed for such compensation to be
fair consideration therefor;




     (v) loans and advances to employees made in the ordinary course of business and
consistent with the past practices of the Company or such Restricted Subsidiary, as the case
may be; provided that such loans and advances do not exceed $7.5 million in the aggregate at
any one time outstanding;




     (vi) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock)
of the Company;



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     (vii) transactions with customers, suppliers, contractors, joint venture partners or
purchasers or sellers of goods or services, in each case which are in the ordinary course of
business and consistent with industry practice (including, without limitation, pursuant to
agreements in existence on the date of this Indenture) and otherwise in compliance with the
terms of this Indenture, and which are fair to the Company or its Restricted Subsidiaries,
as applicable, in the reasonable determination of the Board of Directors of the Company and
are on terms no less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those that would reasonably be expected to be obtained in a comparable arm’s-length
transaction at the time of the transaction with a Person that is not an Affiliate of the
Company;




     (viii) payments or other transactions pursuant to any tax-sharing agreement approved by
the Board of Directors of the Company and entered into in good faith between the Company and
any other Person with which the Company files a consolidated tax return or with which the
Company is a part of a consolidated group for tax purposes;




     (ix) payments from Affiliates to the Company or a Restricted Subsidiary for
operational, management and financial services pursuant to agreements that are on terms no
less favorable to the Company or such Restricted Subsidiary, as the case may be, than those
that could be obtained in a comparable arm’s-length transaction with a Person that is not an
Affiliate of the Company;




     (x) any sale, conveyance or other transfer of Receivables and other related assets
customarily transferred in a Qualified Receivables Transaction; and




     (xi) director and officer indemnification agreements entered into in good faith and
approved by the Board of Directors of the Company.



          Section 4.15. Designation of Restricted and Unrestricted Subsidiaries.




          (a) The Board of Directors of the Company may designate any Subsidiary of the Company to be an
Unrestricted Subsidiary if such designation is permitted under Section 4.10 and the Subsidiary to
be so designated:





     (i) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property
of, the Company or any other Restricted Subsidiary;




     (ii) has no Debt other than Non-Recourse Debt;




     (iii) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company;




     (iv) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital
Stock or (2) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and



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     (v) has not Guaranteed or otherwise directly or indirectly provided credit support for
any Debt of the Company of any of its Restricted Subsidiaries.



          (b) Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary
of the Company will be classified as a Restricted Subsidiary; provided, however, that such
Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as
an Unrestricted Subsidiary if (1) either of the requirements set forth in Sections 4.15(d) (x) and
(y) shall not be satisfied after giving pro forma effect to such classification, (2) if such Person
is a Subsidiary of an Unrestricted Subsidiary, or (3) unless the Company elects otherwise, such
Subsidiary is formed and exists solely for the purpose of effecting a transaction or series of
transactions otherwise permitted by this Indenture and such Subsidiary will be merged,
consolidated, liquidated, dissolved, wound-up or amalgamated into the Company or a Restricted
Subsidiary as part of such transaction or series of transactions.




          (c) Except as provided in the first sentence of clause (b) of this Section 4.15, no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the Company nor any
Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides
that the holder thereof may (with the passage of time or notice or both) declare a default thereon
or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the
occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted
Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).
Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this
Section 4.15, such Restricted Subsidiary shall, by execution and delivery of a supplemental
indenture, be released from any Subsidiary Guarantee previously made by such Restricted Subsidiary.




          (d) The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such designation,





     (x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (a)(i)
of Section 4.09 hereof, and




     (y) no default or Event of Default shall have occurred and be continuing or would
result therefrom.



          (e) Any such designation or redesignation by the Board of Directors of the Company will be
evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the
Company giving effect to such designation or redesignation and an Officers’ Certificate that:





     (1) certifies that such designation or redesignation complies with the preceding
provisions, and




     (2) gives the effective date of such designation or redesignation,


such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the
Company in which such designation or redesignation is made (or, in the case of a designation or
redesignation made during the last fiscal quarter of the Company’s fiscal year, within 90 days
after the end of such fiscal year).





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          Section 4.16. Repurchase at the Option of Holders Upon a Change of Control.




          (a) Upon the occurrence of a Change of Control, the Company shall offer to repurchase all or
any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of the Notes
pursuant to the offer described below (the “Change of Control Offer”) at a purchase price, in cash
(the “Change of Control Purchase Price”), equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes
repurchased to the purchase date (subject to the right of Holders on the relevant record date to
receive interest to, but excluding, the Change of Control Payment Date (as defined below)). Each
Holder shall have the right to require the Company to repurchase all or any part (equal to US$2,000
or an integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to such
offer.




          Within 30 days following any Change of Control, unless the Company has mailed a redemption
notice with respect to all of the outstanding Notes in accordance with Section 3.07, the Company
shall:





     (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or similar business news service in the United States and




     (ii) send, by first-class mail, with a copy to the Trustee, to each Holder of Notes, at
such Holder’s address appearing in the securities register maintained in respect of the
Notes by the Registrar (the “Security Register”), a notice stating:




     (A) that a Change of Control has occurred and a Change of Control Offer is
being made pursuant to this Section 4.16 and that all Notes timely tendered will be
accepted for repurchase;




     (B) the Change of Control Purchase Price and the purchase date, which shall be,
subject to any contrary requirements of applicable law, a Business Day no earlier
than 30 days and no later than 60 days from the date such notice is mailed (the
“Change of Control Payment Date”);




     (C) the circumstances and relevant facts regarding the Change of Control; and




     (D) the procedures that Holders must follow in order to tender their Notes (or
portions thereof) for payment, and the procedures that Holders must follow in order
to withdraw an election to tender Notes (or portions thereof) for payment.



          The Company will comply, to the extent applicable, with the requirements of Section 14(e)
under the Exchange Act and any other securities laws and regulations thereunder in connection with
the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions
of any securities laws or regulations conflict with this Section 4.16 or other provisions of this
Indenture, the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under this Section 4.16 by virtue of such compliance.







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          (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:





     (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee or Paying Agent, on its behalf,
the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being tendered and purchased by the Company.



          The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to
be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a
principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof.




          (c) If the Change of Control Payment Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered, at the close of business on such Regular Record Date,
and no additional interest shall be payable to Holders who tender pursuant to the Change of Control
Offer.




          (d) The provisions described above that require the Company to make a Change of Control Offer
following a Change of Control shall be applicable whether or not any other provisions of this
Indenture are applicable. This Indenture does not contain provisions that permit the Holders of
the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction that does not involve a Change of Control.




          (e) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes a Change of Control Offer in the manner, at the times and otherwise
in compliance with the requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the
Change of Control Offer.




          Section 4.17. Future Subsidiary Guarantors.




          The Company shall cause (i) each Person that becomes a Canadian or U.S. Restricted Subsidiary
following the Issue Date to execute and deliver to the Trustee a Subsidiary Guarantee as soon as
practicable after such time such Person becomes a Canadian or U.S. Restricted Subsidiary, excluding
any Special Purpose Vehicle, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary that
Guarantees any Debt of the Company or of any Canadian or U.S. Restricted Subsidiary following the
Issue Date to execute and deliver to the Trustee a Subsidiary Guarantee as soon as practicable
after such time of such Guarantee; provided, however, that in the case of clause (ii), a Foreign
Subsidiary will not be required to deliver a Subsidiary Guarantee if and so long as:




     (x) the other Debt being Guaranteed by such Foreign Subsidiary is Senior Debt, and



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     (y) the Guarantee by the Foreign Subsidiary of such other Debt is not “full and
unconditional” (as such term is defined in Rule 3-10 of Regulation S-X under the Exchange
Act) and providing an unconditional Guarantee of such other Debt or the Notes would
constitute a fraudulent conveyance, result in adverse tax consequences to the Company or
violate applicable local law.



          Section 4.18. Covenant Termination.




          (a) All of the covenants set forth in Article 4 hereof shall be applicable to the Company and
its Restricted Subsidiaries unless the Company reaches Investment Grade Status. After the Company
has reached Investment Grade Status, and notwithstanding that the Company may later cease to have
an Investment Grade Rating from either or both of the Rating Agencies, the Company and its
Restricted Subsidiaries shall be released from their obligations to comply with Sections 4.09,
4.10, 4.12, 4.13, 4.14 and 4.16 but shall remain obligated to comply with the following:





     (i) Sections 4.01 through 4.08;




     (ii) Section 4.11;




     (iii) Section 4.15 (other than clause (x) of the third paragraph of clause (b) thereof
(and such clause (x) as referred to in the first paragraph of clause (b) thereunder));




     (iv) Section 4.17; and




     (v) Section 4.19.



          (b) The Company and the Subsidiary Guarantors shall also, upon reaching Investment Grade
Status, remain obligated to comply with Section 5.01 (other than clauses (a)(v) and (b)(v)
thereunder).




          Section 4.19. Additional Amounts.




          (a) Payments made by the Company under or with respect to the Notes or any of the Subsidiary
Guarantors with respect to any Subsidiary Guarantee shall be made free and clear of and without
withholding or deduction for or on account of any present or future tax, duty, levy, assessment or
other governmental charge (“Taxes”) unless the withholding or deduction of Taxes is then required
by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or
on behalf of (1) any jurisdiction in which the Company or any Subsidiary Guarantor is then
organized, engaged in business for tax purposes or resident for tax purposes or any political
subdivision thereof or therein or (2) any jurisdiction from or through which payment is made by or
on behalf of the Company or any Subsidiary Guarantor (including the jurisdiction of any paying
agent) or any political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any
time be required to be made from any payments made by the Company under or with respect to the
Notes or any of the Subsidiary Guarantors with respect to any Subsidiary Guarantee, the Company or
the relevant Subsidiary Guarantor, as applicable, will pay to each holder of Notes that are
outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as
may be necessary so that the net amount received by such Holder (including the Additional Amounts)
after such withholding or deduction will not be less than the amount such Holder would have
received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will
be payable with respect to a payment to a holder of the Notes (an “Excluded Holder”):







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     (i) with which the Company does not deal at arm’s-length (within the meaning of the
Income Tax Act (Canada)) at the time of making such payment,




     (ii) which is subject to such Taxes by reason of its being connected with a relevant
Tax Jurisdiction or any province or territory thereof otherwise than by the mere holding of
the Notes or the receipt of payments in respect of such Note or a Subsidiary Guarantee,




     (iii) which, despite being required by law, failed to comply with a timely request of
the Company to provide information concerning such holder’s nationality, residence,
entitlement to treaty benefits, identity or connection with a Tax Jurisdiction, if and to
the extent that due and timely compliance with such request would have reduced or eliminated
any Taxes as to which Additional Amounts would have otherwise been payable to such holder
but for this clause, or




     (iv) any combination of the above clauses in this proviso.



          (b) The Company or the relevant Subsidiary Guarantor shall also:





     (i) make such withholding or deduction, and




     (ii) remit the full amount deducted or withheld to the relevant authority in accordance
with applicable law.



          (c) The Company or the relevant Subsidiary Guarantor will furnish, within 30 days after the
date the payment of any Taxes are due pursuant to applicable law, to the trustees on behalf of the
applicable holders of Notes that are outstanding on the date of the required payment, copies of tax
receipts, if any (or other documentation), evidencing the payments of Taxes made by the Company, or
a Subsidiary Guarantor, as the case may be on behalf of the Holders. The Company and the Subsidiary
Guarantors will indemnify and hold harmless each Holder of Notes that are outstanding on the date
of the required payment (other than an Excluded holder) and upon written request reimburse each
such holder for the amount of:





     (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made
under or with respect to the Notes,




     (ii) any liability (including penalties, interest and expense) arising therefrom or
with respect thereto, and




     (iii) any Taxes imposed with respect to any reimbursement under clause (c)(i) or (ii)
above.



          In addition to the foregoing, the Company and the Subsidiary Guarantors will also pay and
indemnify each holder for any present or future stamp, issue, registration, transfer, court or
documentary taxes, or any other excise or property taxes, charges or similar levies (including
penalties, interest and any other liabilities related thereto) which are levied by any relevant Tax
Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this
Indenture, any Subsidiary Guarantee or any other document referred to therein, or the receipt of
any payments with respect thereto, or enforcement of, any of the Notes or any Subsidiary Guarantee.







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          (d) At least 30 days prior to each date on which any payment under or with respect to the
Notes is due and payable, if the Company or a Subsidiary Guarantor becomes obligated to pay
Additional Amounts with respect to such payment, the Company or the relevant Subsidiary Guarantor,
as applicable, shall deliver to the Trustee an Officers’ Certificate stating the fact that such
Additional Amounts shall be payable, and the amounts so payable and shall set forth such other
information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of
the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context:





     (i) the payment of principal (and premium, if any),




     (ii) purchase prices in connection with a repurchase of Notes,




     (iii) interest and Special Interest, if any; or




     (iv) any other amount payable on or with respect to any of the Notes or any Subsidiary
Guarantee,


such mention shall be deemed to include mention of the payment of Additional Amounts provided for
in this Section 4.19 to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.




          (e) The obligations in this Section 4.19 will survive any termination, defeasance or discharge
of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply,
mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any
Subsidiary Guarantor is incorporated, engaged in business for tax purposes or resident for tax
purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or
any Subsidiary Guarantee) and any department or political subdivision thereof or therein.




ARTICLE 5.




SUCCESSORS



          Section 5.01. Merger, Consolidation and Sale of Assets.




          (a) The Company shall not merge, consolidate, liquidate, dissolve, wind-up or amalgamate with
or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions unless:





     (i) the Company shall be the Surviving Person in such merger, consolidation,
liquidation, dissolution, winding-up or amalgamation , or the Surviving Person (if other
than the Company) formed by such merger, consolidation, liquidation, dissolution, winding-up
or amalgamation or to which such sale, transfer, assignment, lease, conveyance or
disposition is made shall be a corporation organized and existing under the federal laws of
Canada or the laws of any province thereof or the laws of the United States of America, any
State thereof or the District of Columbia;



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     (ii) the Surviving Person (if other than the Company) expressly assumes, by
supplemental indenture, executed and delivered to the Trustee by such Surviving Person, the
due and punctual payment of the principal of, and premium, if any, and accrued and unpaid
interest and Special Interest, if any, on, all the Notes, according to their tenor, and the
due and punctual performance and observance of all the covenants and conditions of this
Indenture to be performed by the Company;




     (iii) in the case of a sale, transfer, assignment, lease, conveyance or other
disposition of all or substantially all the Property of the Company, such Property shall
have been transferred as an entirety or virtually as an entirety to one Person;




     (iv) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clause
(v) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person or any Restricted Subsidiary as a result of such transaction or series of
transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary
at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;




     (v) immediately after giving effect to such transaction or series of transactions on a
pro forma basis, the Company or the Surviving Person, as the case may be, would be able to
Incur at least $1.00 of additional Debt under clause (a)(i) of Section 4.09 hereof;




     (vi) the Company shall deliver, or cause to be delivered, to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction and the
supplemental indenture, if any, with respect thereto comply with this Section 5.01 and that
all conditions precedent herein provided for relating to such transaction have been
satisfied; and




     (vii) the Surviving Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the holders will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such transaction or series of transactions and
will be subject to United States Federal income tax on the same amounts and at the same
times as would be the case if the transaction or series of transactions had not occurred and
there will be no additional Canadian withholding taxes and no withholding taxes of any other
jurisdiction imposed on any payments made pursuant to the Notes.



          (b) The Company shall not permit any Subsidiary Guarantor to merge, consolidate, liquidate,
dissolve, wind-up or amalgamate with or into any other Person or sell, transfer, assign, lease,
convey or otherwise dispose of all or substantially all its Property in any one transaction or
series of transactions unless:





     (i) the Surviving Person (if not such Subsidiary Guarantor) formed by such merger,
consolidation, liquidation, dissolution, winding-up or amalgamation or to which such sale,
transfer, assignment, lease, conveyance or disposition is made shall be a corporation
organized and existing under the federal laws of Canada or the laws of any province thereof
or the laws of the United States of America, any State thereof or the District of Columbia;




     (ii) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes,
by supplemental indenture providing for a Subsidiary Guarantee, executed and



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delivered to the Trustee by such Surviving Person, the due and punctual performance and
observance of all the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee;




     (iii) in the case of a sale, transfer, assignment, lease, conveyance or other
disposition of all or substantially all the Property of such Subsidiary Guarantor, such
Property shall have been transferred as an entirety or virtually as an entirety to one
Person;




     (iv) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (iv) and clause
(v) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction
or series of transactions as having been Incurred by the Surviving Person, the Company or
such Restricted Subsidiary at the time of such transaction or series of transactions), no
Default or Event of Default shall have occurred and be continuing;




     (v) immediately after giving effect to such transaction or series of transactions on a
pro forma basis, the Company would be able to Incur at least $1.00 of additional Debt under
clause (a)(i) of Section 4.09 hereof;




     (vi) the Company shall deliver, or cause to be delivered, to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction and such
Subsidiary Guarantee, if any, with respect thereto comply with this Section 5.01 and that
all conditions precedent herein provided for relating to such transaction have been
satisfied; and




     (vii) the Surviving Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the holders will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such transaction or series of transactions and
will be subject to United States Federal income tax on the same amounts and at the same
times as would be the case if the transaction or series of transactions had not occurred and
there will be no additional Canadian withholding taxes and no withholding taxes of any other
jurisdiction imposed on any payments made pursuant to the Notes.



          (c) This Section 5.01 shall not prohibit any Subsidiary Guarantor from consolidating with,
merging into or transferring all or part of its assets to the Company or any other Canadian or U.S.
Subsidiary Guarantor. In addition, the foregoing provisions (other than clause (iv) in paragraphs
(a) and (b) of this Section 5.01) shall not apply to any transactions which constitute an Asset
Sale if the Company has complied with Section 4.12 hereof.




          Section 5.02. Successor Corporation Substituted.




          The Surviving Person shall succeed to, and be substituted for, and may exercise every right
and power of the Company under this Indenture (or of the Subsidiary Guarantor under the Subsidiary
Guarantee, as the case may be), but the predecessor Company in the case of:





     (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all the assets of the Company as
an entirety or virtually as an entirety), or




     (b) a lease,



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     shall not be released from any of the obligations or covenants under this Indenture, including with
respect to the payment of the Notes.



ARTICLE 6.




DEFAULTS AND REMEDIES



          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;




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




     (iv) failure to make a Change of Control Offer pursuant to Section 4.16 hereof;




     (v) failure to make an Asset Sale Offer pursuant to Section 4.12 hereof, and such
failure continues for 30 days after written notice is given to the Company as provided
below;




     (vi) failure to comply with the provisions of Section 4.03 hereof and such failure
continues for a period of 120 days after written notice is given to the Company as provided
below;




     (vii) 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),
(iii), (iv), (v), (vi) or (vii)) and such failure continues for 60 days after written notice
is given to the Company as provided below;




     (viii) a default under any Debt for money borrowed by the Company or any Restricted
Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any
such Debt at maturity, in an aggregate amount greater than $75.0 million or its foreign
currency equivalent at the time and such acceleration has not been rescinded or annulled
within ten Business Days after the date of such acceleration;




     (ix) any judgment or judgments for the payment of money in an aggregate amount in
excess of $75.0 million (or its foreign currency equivalent at the time) that shall be
rendered against the Company or any Restricted Subsidiary and that shall not be waived,
satisfied (net of any amounts that are reduced by insurance or bonded) or discharged for any
period of 60 consecutive days during which a stay of enforcement shall not be in effect;



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     (x) the Company or any of its Significant Subsidiaries:




     (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;




     (xi) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company or any of its Significant Subsidiaries in
an involuntary case; or




     (B) appoints a receiver, interim receiver, receiver and manager, liquidator,
trustee or custodian of the Company or any of its Significant Subsidiaries or for
all or substantially all of the property of the Company or any of its Significant
Subsidiaries;




     (C) orders the liquidation dissolution or winding-up of the Company or any of
its Significant Subsidiaries; or




     (D) orders the presentation of any plan or arrangement, compromise or
reorganization of the Company or any of its Significant Subsidiaries or any group of
subsidiaries that when taken together would constitute Significant Subsidiaries;



     and the order or decree remains unstayed and in effect for 60 consecutive days; and




     (xii) 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 any Subsidiary Guarantor denies or disaffirms its obligations under its
Subsidiary Guarantee.



          A Default under clause (v), (vi), (vii) or (viii) 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






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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.”




          Section 6.02. Acceleration.




          If any Event of Default (other than those of the type described in Section 6.01(x) or (xi))
shall have occurred and is continuing, the Trustee may, and the Trustee upon the request of Holders
of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in
principal amount of outstanding Notes may, declare the principal of all the Notes, together with
all accrued and unpaid interest, premium, if any, and Special Interest, if any, to be due and
payable by notice in writing to the Company and the Trustee specifying the respective Event of
Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same
shall become immediately due and payable.




          In the case of an Event of Default specified in Section (x) or (xi) of Section 6.01 hereof,
such amount with respect to all the Notes will become due and payable immediately without any
declaration or other act on the part of the Trustee or the Holders of the Notes. Holders may not
enforce this Indenture or the Notes except as provided in this Indenture.




          At any time after a declaration of acceleration with respect to the Notes, but before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in
principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel
that declaration and its consequences if:





     (a) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction;




     (b) all existing Defaults and Events of Default have been cured or waived except
nonpayment of principal of or interest on the Notes that has become due solely by such
declaration of acceleration;




     (c) to the extent the payment of such interest is lawful, interest (at the same rate
specified in the Notes) on overdue installments of interest and overdue payments of
principal which has become due otherwise than by such declaration of acceleration has been
paid;




     (d) the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses, disbursements and advances; and




     (e) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(x) or (xi), the Trustee has received an Officers’ Certificate and Opinion of
Counsel that such Event of Default has been cured or waived.



          In the case of an Event of Default occurring by reason of any willful action or inaction taken
or not taken by the Company or on the Company’s behalf with the intention of avoiding payment of
the premium that the Company would have been required to pay if the Company had then elected to
redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium will also become and be
immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If
an Event of Default occurs prior to December 15, 2013, by reason of any willful action or inaction
taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the
prohibition on






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redemption of the Notes prior to December 15, 2013, then the premium specified in Section 3.07
will also become immediately due and payable to the extent permitted by law upon acceleration of
the Notes.




          Section 6.03. Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest and Special Interest, if any, on
the Notes or to enforce the performance of any provision of the Notes or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




          Section 6.04. Waiver of Past Defaults.




          The Holders of a majority in principal amount of the Notes may waive by consent (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes) any then existing or potential Default and its consequences, except a default in
the payment of the principal of or interest or Special Interest, if any, on any Notes. In the
event of any Event of Default specified in clause (a)(vii) of Section 6.01 hereof, such Event of
Default and all consequences of that Event of Default, including without limitation any
acceleration or resulting payment default, will be annulled, waived and rescinded, automatically
and without any action by the Trustee or the Holders of the Notes, if within 60 days after the
Event of Default arose:





     (a) the Debt that is the basis for the Event of Default has been discharged;




     (b) the holders of that Debt have rescinded or waived the acceleration, notice or
action, as the case may be, giving rise to the Event of Default; or




     (c) if the default that is the basis for such Event of Default has been cured.



          When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any consequent right.




          Section 6.05. Control by Majority.




          Subject to Section 7.01, Section 7.02(f) (including the Trustee’s receipt of the security or
indemnification described therein) and Section 7.07, in case an Event of Default shall occur and be
continuing, the Holders of a majority in aggregate principal amount of the Notes then outstanding
will have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Notes.








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          Section 6.06. Limitation on Suits.




          No Holder will have any right to institute any proceeding with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any remedy thereunder, unless:





     (a) such Holder has previously given to the Trustee written notice of a continuing
Event of Default,




     (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding
have made written request and offered indemnity to the Trustee to institute such proceeding
as trustee, and




     (c) the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Notes then outstanding a direction inconsistent with such request
and shall have failed to institute such proceeding within 60 days.



          A Holder may not use this Indenture to affect, disturb or prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.




          Section 6.07. Rights of Holders to Receive Payment.




          Notwithstanding any other provision of this Indenture (including, without limitation, Section
6.06), the right of any Holder to receive payment of principal, premium, if any, and interest and
Special Interest, if any, on the Notes held by such Holder, on or after the respective due dates
expressed in the Notes (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.




          Section 6.08. Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(i) or (ii) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium, if any, and interest and Special
Interest, if any, then due and owing (together with interest on overdue principal and, to the
extent lawful, interest) and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.




          Section 6.09. Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Company, the
Subsidiary Guarantors (or any other obligor upon the Notes), their creditors or their property and
shall be entitled and empowered to participate as a member, voting or otherwise, of any official
committee of creditors appointed in such matter and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any such claims and
any custodian in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the






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Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that any such compensation, expenses and advances of the
Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof
out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions, moneys, securities
and any other properties that the Holders may be entitled to receive in such proceeding whether in
liquidation or any plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.




          Section 6.10. Priorities.




          If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:





     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if
any, and interest and Special Interest, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium, if
any, and interest and Special Interest, if any, respectively; and




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



          The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10.




          Section 6.11. Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.








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ARTICLE 7.




TRUSTEE



          Section 7.01. Duties of Trustee.




          (a) If an Event of Default which the Trustee has, or is deemed to have, notice hereunder has
occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person
would exercise or use under the circumstances in the conduct of such Person’s own affairs.




          (b) Except during the continuance of an Event of Default:





     (1) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee undertakes to perform only those duties that are specifically
set forth in this Indenture and no others, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; provided, however, that in the case of any such certificates or opinions which
are specifically required to be furnished to the Trustee pursuant to this Indenture, the
Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein or otherwise verify the contents
thereof).



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:





     (1) this paragraph does not limit the effect of paragraph (b) of this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.




          (e) Except for information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility for any information in any prospectus or other disclosure material
distributed with respect to the Notes.







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          Section 7.02. Rights of Trustee.




          (a) The Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any document believed by it to be genuine and to have been signed or presented by the
proper Person. The Trustee need not investigate any fact or matter stated in any such document.
Any facsimile signature of any Person on a document required or permitted in this Indenture to be
delivered to the Trustee shall constitute a valid and binding execution thereof by such Person.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its choice and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon.




          (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys, and the Trustee shall not be
responsible for the misconduct or negligence of any agent or attorney appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture, provided, however that the Trustee’s conduct does not constitute willful misconduct or
negligence.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.




          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities that might be incurred by it in compliance with such request or
direction.




          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default or Event of Default is received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in
aggregate principal amount of the outstanding Notes, and such notice references the specific
Default or Event of Default, the Notes and this Indenture and, in the absence of any such notice,
the Trustee may conclusively assume that no such Default or Event of Default exists.




          (h) Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the Company.




          (i) The Trustee shall not be required to give any bond or surety in respect of the performance
of its power and duties hereunder.




          (j) The Trustee shall have no duty to inquire as to the performance of the Company’s covenants
herein.







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          (k) The Trustee’s immunities and protections from liability and its right to indemnification
in connection with the performance of its duties under this Indenture shall extend to the Trustee’s
officers, directors, agents, attorneys and employees. Such immunities and protections and right to
indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s
resignation or removal, the defeasance or discharge of this Indenture and final payment of the
Notes.




          (l) The right of the Trustee to take the actions permitted by this Indenture shall not be
construed as an obligation or duty to do so.




          (m) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




          Section 7.03. Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the same rights it
would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must comply with TIA § 310. Any Agent may do the same with like rights and duties.
The Trustee is also subject to Sections 7.10 and 7.11 hereof.




          Section 7.04. Trustee’s Disclaimer.




          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.




          Section 7.05. Notice of Defaults.




          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after
it occurs unless such Default or Event of Default has since been cured. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or interest or Special
Interest, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is in the interests
of the Holders.




          Section 7.06. Reports by Trustee to Holders.




          Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no
report need be






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transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA § 313(c).




          A copy of each report at the time of its mailing to the Holders shall be mailed to the Company
and filed with the Commission and each stock exchange on which the Notes are listed in accordance
with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange and any delisting thereof.




          Section 7.07. Compensation and Indemnity.




          The Company shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder as the Company and the Trustee shall agree in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.




          The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor
Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines,
liabilities or expenses, including reasonable incidental and out-of-pocket expenses and reasonable
attorneys fees (“losses”) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel,
if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the Company and in the
reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel.
The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. Notwithstanding the forgoing, the Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee and caused by the
Trustee’s own willful misconduct, gross negligence or bad faith.




          The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the
Notes.




          To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest and Special Interest, if any, on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(ix) or (a)(x) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.





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          Section 7.08. Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.




          The Trustee may resign in writing at any time upon 30 days prior notice to the Company and be
discharged from the trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:




          (a) the Trustee fails to comply with Section 7.10 hereof;




     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




          (c) a custodian or public officer takes charge of the Trustee or its property; or




          (d) the Trustee becomes incapable of acting.




          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the “retiring Trustee”), the Company
shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.




          If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal
amount of the then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.




          If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction, at the expense of the Company, for the removal of the Trustee and the appointment of
a successor Trustee.




          A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.




          Section 7.09. Successor Trustee by Merger, etc.




          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation or banking association, the successor
corporation or



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banking association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee.




          Section 7.10. Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at least $50,000,000
(or a wholly-owned subsidiary of a bank or trust company, or of a bank holding company, the
principal subsidiary of which is a bank or trust company having a combined capital and surplus of
at least $50,000,000) as set forth in its most recent published annual report of condition.




          This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).




          Section 7.11. Preferential Collection of Claims Against Company.




          The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.




ARTICLE 8.




LEGAL DEFEASANCE AND COVENANT DEFEASANCE



          Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.




          The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.




          Section 8.02. Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to all outstanding
Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”)
and each Guarantor shall be released from all of its obligations under its Guarantee. For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the
entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (a), (b), (c) and (d) below, and to have satisfied all its other obligations
under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, or interest and Special Interest, if any, on such Notes when such
payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and
Sections 4.01 and 4.02 hereof, (c)



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the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s obligations in connection therewith and (d) this Article 8. If the
Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not
be accelerated because of an Event of Default. Subject to compliance with this Article 8, the
Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.




          Section 8.03. Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.09 through 4.17 hereof, and the operation of Section 5.01(a)(v) and Section
5.01(b)(v) hereof, with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”) and each Guarantor
shall be released from all of its obligations under its Guarantee with respect to such covenants in
connection with such outstanding Notes and the Notes shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes shall not be
deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply shall not constitute a Default or an Event of Default under Section
6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. If the Company exercises under Section 8.01 hereof the option applicable to
this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
payment of the Notes may not be accelerated because of an Event of Default specified in clause
(a)(iii), (a)(iv), (a)(v), (a)(vi), (a)(vii) (with respect to the covenants contained in Sections
4.02, 4.04, 4.05, 4.06, 4.09 through 4.17 hereof), (a)(viii), (a)(ix), (a)(x), (a)(xi) or (a)(xii)
(but in the case of (a)(x) and (a)(xi) of Section 6.01 hereof, with respect to Significant
Subsidiaries only) or because of the Company’s failure to comply with clauses (a)(v) and (b)(v) of
Section 5.01.




          Section 8.04. Conditions to Legal or Covenant Defeasance.




          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes.




          The Legal Defeasance or Covenant Defeasance may be exercised only if:





     (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance
trust”), for the benefit of the Holders of the Notes, cash in U.S. dollars, U.S. Government
Obligations, or a combination of cash in U.S. dollars and U.S. Government Obligations,
sufficient, in the opinion of a firm of independent public accountants of recognized
international
standing, to pay the principal, premium, if any, and interest and Special Interest, if
any, on the outstanding Notes on the Stated Maturity or on the next available redemption
date, as the case may be, and the Company must specify whether the Notes are being defeased
to maturity or to that particular redemption date;



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     (b) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (b) since the
date hereof, there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel will confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for U.S. Federal
income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal
income tax in the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;




     (c) in the case of Legal Defeasance, the Company delivers to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding
Notes will not recognize income, gain or loss for Canadian federal, provincial or
territorial income tax (including withholding tax) purposes as a result of such Legal
Defeasance and will be subject to Canadian federal, provincial or territorial income tax
(including withholding tax) on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;




     (d) in the case of Covenant Defeasance, the Company delivers to the Trustee an Opinion
of Counsel reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax or
Canadian federal, provincial or territorial income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. Federal income tax or Canadian federal, provincial or
territorial income tax (including withholding tax) on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance had not
occurred;




     (e) 123 days pass after the deposit is made and during the 123-day period no Default
described in Sections 6.01(a)(ix) or (a)(x) occurs with respect to the Company or any other
Person making such deposit which is continuing at the end of the period;




     (f) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any agreement or instrument (other than this
Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which
the Company or any of its Restricted Subsidiaries is bound;




     (g) the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940, as amended;




     (h) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with; and




     (i) notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above
with respect to a Legal Defeasance need not be delivered if all Notes not theretofore
delivered to the Trustee for cancellation (A) have become due and payable, (B) will become
due and payable on the maturity date within one year or (C) as to which a redemption notice
has been given calling the Notes for redemption within one year, under arrangements
satisfactory to the



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Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company.



          Section 8.05. Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to Section 8.06 hereof, all cash and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of all sums due and to become due thereon in respect of principal, premium, if any, and interest
and Special Interest, if any, but such cash and securities need not be segregated from other funds
except to the extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the outstanding Notes.




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company any cash or U.S. Government
Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent certified public accountants of recognized international standing
expressed in a written certification thereof delivered to the Trustee (which may be the
certification delivered under Section 8.04(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.




          Section 8.06. Repayment to Company.




          Any cash or U.S. Government Obligations deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal, premium, if any, or interest
or Special Interest, if any, on any Note and remaining unclaimed for two years after such
principal, premium, if any, or interest or Special Interest, if any, has become due and payable
shall be paid to the Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published once, in The New York Times
and The Wall Street Journal (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such cash and securities then
remaining shall be repaid to the Company.




          Section 8.07. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any cash or U.S. Government Obligations in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such



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application, then the Company’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such cash and securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest or Special Interest, if
any, on any Note following the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders to receive such payment from the cash and securities held by the Trustee
or Paying Agent.




ARTICLE 9.




AMENDMENT, SUPPLEMENT AND WAIVER



          Section 9.01. Without Consent of Holders of Notes.




          Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder to:





     (a) cure any ambiguity, omission, defect or inconsistency;




     (b) provide for the assumption by a Surviving Person of the obligations of the Company
under this Indenture;




     (c) provide for uncertificated Notes in addition to or in place of certificated Notes
(provided that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described
in Section 163(f)(2)(B) of the Code);




     (d) add additional Subsidiary Guarantees with respect to the Notes or to release
Subsidiary Guarantors from Subsidiary Guarantees as provided or permitted under this
Indenture;




     (e) make any change that would provide additional rights or benefits to the Holders or
that does not adversely affect the legal rights hereunder of any such Holder;




     (f) make any change to comply with any requirement of the Commission in order to effect
or maintain the qualification of this Indenture under the TIA or other applicable trust
indenture legislation; or




     (g) provide for the issuance of Additional Notes in accordance with this Indenture.



          The Company and the Trustee may not amend the indenture without the consent of any Holder as
provided in clause (b) above unless the Company shall have delivered to the Trustee:





     (A) an Opinion of Counsel to the effect that Holders will not recognize income, gain or
loss for U.S. Federal income tax purposes as a result of such assumption by a Surviving
Person
and will be subject to U.S. Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such assumption had not occurred; and




     (B) an Opinion of Counsel in Canada to the effect that Holders will not recognize
income, gain or loss for Canadian tax purposes as a result of such assumption by a Surviving



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Person and will be subject to Canadian taxes (including withholding taxes) on the same
amounts, in the same manner and at the same times as would have been the case if such
assumption had not occurred.



          Section 9.02. With Consent of Holders of Notes.




          Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture and the Notes with the consent of the Holders of a majority in principal
amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class
(including consents obtained in connection with a purchase of or tender offer or exchange offer for
the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(except a continuing Default or Event of Default in the payment of principal, premium, if any, or
interest or Special Interest, if any, on the Notes) or compliance with any provision of this
Indenture or the Notes (except for certain covenants and provisions of this Indenture which cannot
be amended without the consent of each Holder) may be waived with the consent of the Holders of a
majority in principal amount of the Notes, including Additional Notes, if any, then outstanding
voting as a single class (including consents obtained in connection with a purchase of or tender
offer or exchange offer for the Notes).




          Without the consent of each Holder affected (whether in the aggregate holding a majority in
principal amount of Notes or not), an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):





     (a) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (b) reduce the rate of or change the time for payment of interest on any Notes;




     (c) reduce the principal of or change the Stated Maturity of any Notes or change the
date on which any Notes may be subject to redemption or repurchase, or reduce the redemption
or repurchase price for those Notes (except, in the case of repurchases, as would otherwise
be permitted under clauses (g) and (j) hereof);




     (d) make any Note payable in money other than that stated in the Note and this
Indenture;




     (e) impair the right of any Holder to receive payment of principal, premium, interest
and Special Interest, if any, on that Holder’s Notes on or after the due dates for those
payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes
or any Subsidiary Guarantee;




     (f) reduce the premium payable upon the redemption of any Note or change the time at
which any Note may be redeemed, as described in Sections 3.07 and 4.19 hereof;




     (g) after the Company’s obligation to purchase the Notes arises under Section 4.16
hereof, amend, modify or change the obligation of the Company to make or consummate a Change
of Control Offer or waive any default in the performance of that Change of Control Offer or
modify any of the provisions or definitions with respect to any such offer;



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     (h) subordinate the Notes or any Subsidiary Guarantee to any other obligation of the
Company or the applicable Subsidiary Guarantor (for the avoidance of doubt, the granting of
a security interest in any Property shall not constitute a subordinated interest);




     (i) make any change to this Indenture or the Notes that would result in the Company or
any Subsidiary Guarantor being required to make any withholding or deduction from payments
made under or with respect to the Notes (including payments made with pursuant to any
Subsidiary Guarantee);




     (j) make any change in the provisions of this Article 9 which require the consent of
each Holder;




     (k) make any change in the provisions of Section 4.19 hereof that adversely affects the
rights of any Holder or amend the terms of the Notes or this Indenture in a way that would
result in a loss to any Holder of an exemption from any of the Taxes described thereunder;




     (l) at any time after the Company is obligated to make an Asset Sale Offer pursuant to
Section 4.12 hereof, change the time at which such offer to purchase must be made or at
which the Notes must be repurchased pursuant thereto; or




     (m) make any change in any Subsidiary Guarantee that would adversely affect the rights
of Holders to receive payments under the Subsidiary Guarantee, other than any release of a
Subsidiary Guarantor in accordance with the provisions of this Indenture.



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any waiver or supplemental indenture. If a record
date is fixed, the Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such waiver or supplemental indenture, whether or not such
Holders remain Holders after such record date; provided that unless such consent shall have become
effective by virtue of the requisite percentage having been obtained prior to the date which is 120
days after such record date, any such consent previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.




          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing
in the Security Register a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to
Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes, including Additional Notes,
if any, then outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.




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          Section 9.03. Compliance with Trust Indenture Act.




          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.




          Section 9.04. Revocation and Effect of Consents.




          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is
not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to
its Note or portion thereof if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.




          Section 9.05. Notation on or Exchange of Notes.




          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.




          Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.




          Section 9.06. Trustee to Sign Amendments, etc.




          In executing any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture and that such amended or supplemental
indenture is the valid and binding obligation of the Company enforceable against it in accordance
with its terms, subject to customary exceptions and that such amended or supplemental indenture
complies with the provisions hereof (including Section 9.03). The Trustee may, but shall not be
obligated to, sign any amended or supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture.




ARTICLE 10.




SUBSIDIARY GUARANTEES



          Section 10.01. Subsidiary Guarantees.




          Subject to this Article 10, each of the Subsidiary Guarantors hereby unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns that: (a) the principal of, premium, if any, and interest and
Special Interest, if any,
on the Notes shall be promptly paid in full when due, subject to any applicable grace period,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, and interest and Special Interest, if any, on the Notes, if lawful, and all other
obligations of the Company to the



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Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other obligations, that
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration pursuant to Section 6.02 hereof,
redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee
of payment and not a guarantee of collection.




          Each Subsidiary Guarantor hereby agrees that its obligations with regard to this Subsidiary
Guarantee shall be joint and several, unconditional, irrespective of the validity or enforceability
of the Notes or the obligations of the Company under this Indenture, the absence of any action to
enforce the same, the recovery of any judgment against the Company or any other obligor with
respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the
Notes, any action to enforce the same or any other circumstances (other than complete performance)
which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary
Guarantor. Each Subsidiary Guarantor further, to the extent permitted by law, waives and
relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees
not to assert or take advantage of any such claims, rights or remedies, including but not limited
to: (a) any right to require any of the Trustee, the Holders or the Company (each a “Benefited
Party”), as a condition of payment or performance by such Subsidiary Guarantor, to (1) proceed
against the Company, any other guarantor (including any other Subsidiary Guarantor) of the
Obligations under the Subsidiary Guarantees or any other Person, (2) proceed against or exhaust any
security held from the Company, any such other guarantor or any other Person, (3) proceed against
or have resort to any balance of any deposit account or credit on the books of any Benefited Party
in favor of the Company or any other Person, or (4) pursue any other remedy in the power of any
Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority
or any disability or other defense of the Company including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the Subsidiary Guarantees or
any agreement or instrument relating thereto or by reason of the cessation of the liability of the
Company from any cause other than payment in full of the Obligations under the Subsidiary
Guarantees; (c) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects more burdensome than
that of the principal; (d) any defense based upon any Benefited Party’s errors or omissions in the
administration of the Obligations under the Subsidiary Guarantees, except behavior which amounts to
bad faith; (e)(1) any principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms of the Subsidiary Guarantees and any legal or equitable discharge of
such Subsidiary Guarantor’s obligations hereunder, (2) the benefit of any statute of limitations
affecting such Subsidiary Guarantor’s liability hereunder or the enforcement hereof, (3) any rights
to set-offs, recoupments and counterclaims and (4) promptness, diligence and any requirement that
any Benefited Party protect, secure, perfect or insure any security interest or lien or any
property subject thereto; (f) notices, demands, presentations, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance of the Subsidiary
Guarantees, notices of default under the Notes or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the Obligations under the Subsidiary
Guarantees or any agreement related thereto, and notices of any extension of credit to the Company
and any right to consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any “One Action” rule and (h) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate
guarantors or sureties, or which may conflict
with the terms of the Subsidiary Guarantees.
Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05 hereof,
each Subsidiary



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Guarantor hereby covenants that its Subsidiary Guarantee shall not be discharged
except by complete performance of the obligations contained in its Subsidiary Guarantee and this
Indenture.




          If any Holder or the Trustee is required by any court or otherwise to return to the Company,
the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the
Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.




          Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in
the event of any declaration of acceleration of such obligations as provided in Section 6.02
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by
the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors
shall have the right to seek contribution from any non paying Subsidiary Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.




          Section 10.02. Limitation on Subsidiary Guarantor Liability.




          Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
or Canadian federal or provincial law to the extent applicable to any Subsidiary Guarantee. To
effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
irrevocably agree that the obligations of such Subsidiary Guarantor under this Article 10 shall be
limited to the maximum amount as shall, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws,
including, if applicable, its guarantee of all obligations under the Credit Facility, and after
giving effect to any collections from, rights to receive contribution from or payments made by or
on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.




          Section 10.03. Execution and Delivery of Subsidiary Guarantee.




          To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary
Guarantor hereby agrees that a notation of such Subsidiary Guarantee in substantially the form
included in Exhibit D shall be endorsed by an Officer of such Subsidiary Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf
of such Subsidiary Guarantor by an Officer of such Subsidiary Guarantor by delivery of a
supplemental indenture signed by such Subsidiary Guarantor, the Company and the Trustee.





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          Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section
10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Subsidiary Guarantee.




          If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee shall be valid nevertheless.




          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the
Subsidiary Guarantors.




          Section 10.04. Subsidiary Guarantors May Consolidate, etc., on Certain Terms.




          Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may consolidate
with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person)
another Person whether or not affiliated with such Subsidiary Guarantor unless:





     (a) subject to Section 10.05 hereof, the Person formed by or surviving any such
consolidation or merger (if other than a Subsidiary Guarantor or the Company)
unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a
supplemental indenture under this Indenture, the Subsidiary Guarantee; and




     (b) the Subsidiary Guarantor complies with the requirements of Article 5 hereof.



          In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such
successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same
effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon
may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.




          Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above,
nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall
prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company or another Subsidiary Guarantor.




          Section 10.05. Releases Following Sale or Other Disposition of Assets.




          In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor,
by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital
stock of any Subsidiary Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) a Subsidiary of the Company, then such Subsidiary Guarantor (in
the event of a sale or other






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disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be
released and relieved of any obligations under its Subsidiary Guarantee; provided that the net
proceeds of such sale or other disposition are applied in accordance with the applicable provisions
of this Indenture, including without limitation Section 4.12 hereof. Upon delivery by the Company
to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions of this Indenture,
including without limitation Section 4.12 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Subsidiary Guarantor from its
obligations under its Subsidiary Guarantee.




          Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee
shall remain liable for the full amount of principal of and interest on the Notes and for the other
obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.




ARTICLE 11.




SATISFACTION AND DISCHARGE



          Section 11.01. Satisfaction and Discharge.




          This Indenture will be discharged and will cease to be of further effect, except as to
surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued
hereunder, when:





     (a) either:




     (i) all Notes that have been previously authenticated (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment money
has previously been deposited in trust or segregated and held in trust by the
Company and is thereafter repaid to the Company or discharged from the trust) have
been delivered to the Trustee for cancellation; or




     (ii) all Notes that have not been previously delivered to the Trustee for
cancellation (A) have become due and payable or (B) will become due and payable at
their maturity within one year or (C) are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of a notice of
redemption by the Trustee, and the Company has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of the
Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire Debt on the Notes not
previously delivered to the Trustee for cancellation for principal, premium, if any,
and interest and Special Interest, if any, on the Notes to the date of deposit, in
the case of Notes that have become due and payable, or to the Stated Maturity or
redemption date, as the case may be;




     (b) the Company has paid or caused to be paid all other sums payable by it under this
Indenture; and



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     (c) the Company delivers to the Trustee an Officers’ Certificate and Opinion of Counsel
stating that all conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been satisfied.



          Section 11.02. Deposited Cash and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to Section 11.03 hereof, all cash and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest and Special Interest, if any, but such cash and securities need not be segregated from
other funds except to the extent required by law.




          Section 11.03. Repayment to Company.




          Any cash or U.S. Government Obligations deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest or Special Interest, if any, on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest or Special Interest, if any, has become due and payable
shall be paid to the Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published once, in The New York Times
and The Wall Street Journal (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such cash and securities then
remaining will be repaid to the Company.




ARTICLE 12.




MISCELLANEOUS



          Section 12.01. Trust Indenture Act Controls.




          If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the provision required by the TIA shall
control.




          Section 12.02. Notices.




          Any notice or communication by the Company or the Trustee to the other is duly given if in
writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next-day delivery, to the
other’s address:







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If to the Company or any Restricted Subsidiary:




Cascades Inc.

404 Marie-Victorin Blvd.

P.O. Box 30

Kingsey Falls, Québec

Canada J0A 1B0

Attention: Chief Financial Officer

Telecopier No.: (819) 363-5155




With a copy to:




Jones Day

222 East 41st Street

New York, New York 10017

Attention: J. Eric Maki, Esq.

Telecopier No.: (212) 755-7306




If to the Trustee:




The Bank of Nova Scotia Trust Company of New York

One Liberty Plaza

New York, New York 10006

Attention: Corporate Trust Administration

Telecopier No.: (212) 225-5436



          The Company or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.




          All notices and communications (other than those sent to the Trustee) shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; upon being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next-day delivery. All notices and communications to the Trustee shall be deemed duly given and
effective only upon receipt.




          Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to
its address shown on the Security Register. Any notice or communication shall also be so mailed to
any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.




          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.




          If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.




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          Section 12.03. Communication by Holders of Notes with Other Holders of Notes.




          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).




          Section 12.04. Certificate and Opinion as to Conditions Precedent.




          Upon any request or application by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee:





     (a) an Officers’ Certificate (which shall include the statements set forth in Section
12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been
complied with; and




     (b) an Opinion of Counsel (which shall include the statements set forth in Section
12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent
and covenants have been complied with.



          Section 12.05. Statements Required in Certificate or Opinion.




          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:





     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



          With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or
certificates of public officials.




          Section 12.06. Rules by Trustee and Agents.




          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.







-106-









 








          Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.




          No past, present or future director, officer, employee, incorporator or stockholder of the
Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the
Company or of the Subsidiary Guarantors under the Notes, this Indenture, the Subsidiary Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of 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.




          Section 12.08. Governing Law.




          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES 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.




          Section 12.09. No Adverse Interpretation of Other Agreements.




          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.




          Section 12.10. Successors.




          All covenants and agreements of the Company in this Indenture and the Notes shall bind its
successors. All covenants and agreements of the Trustee in this Indenture shall bind its
successors.




          Section 12.11. Severability.




          In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




          Section 12.12. Consent to Jurisdiction and Service of Process.




          (a) The Company irrevocably consents to the jurisdiction of the courts of the State of New
York and the courts of the United States of America located in the Borough of Manhattan, City and
State of New York over any suit, action or proceeding with respect to this Indenture or the
transactions contemplated hereby. The Company waives any objection that it may have to the venue
of any suit, action or proceeding with respect to this Indenture or the transactions contemplated
hereby in the courts of the State of New York or the courts of the United States of America, in
each case, located in the Borough of Manhattan, City and State of New York, or that such suit,
action or proceeding brought in the courts of the State of New York or the United States of
America, in each case, located in the Borough of Manhattan, City and State of New York was brought
in an inconvenient court and agrees not to plead or claim the same.







-107-









 








          (b) The Company irrevocably appoints Cascades USA Inc., as its authorized agent in the State
of New York upon which process may be served in any such suit or proceedings, and agrees that
service of process upon such agent, and written notice of said service to Cascades USA Inc., by the
person serving the same to the address provided in Section 12.02 hereof, shall be deemed in every
respect effective service of process upon the Company in any such suit or proceeding. The Company
further agrees to take any and all action as may be necessary to maintain such designation and
appointment of such agent in full force and effect for a period of 10 years from the date of this
Indenture.




          Section 12.13. Conversion of Currency.




          The Company covenants and agrees that the following provisions shall apply to conversion of
currency in the case of the Notes and this Indenture:





     (a) (i) If, for the purpose of obtaining judgment in, or enforcing the judgment of,
any court in any country, it becomes necessary to convert into a currency (the “judgment
currency”) an amount due in any other currency (the “Base Currency”), then the conversion
shall be made at the rate of exchange prevailing on the Business Day before the day on which
the judgment is given or the order of enforcement is made, as the case may be (unless a
court shall otherwise determine).




     (b) (ii) If there is a change in the rate of exchange prevailing between the Business
Day before the day on which the judgment is given or an order of enforcement is made, as the
case may be (or such other date as a court shall determine), and the date of receipt of the
amount due, the Company will pay such additional (or, as the case may be, such lesser)
amount, if any, as may be necessary so that the amount paid in the judgment currency when
converted at the rate of exchange prevailing on the date of receipt will produce the amount
in the Base Currency originally due.




     (c) In the event of the winding-up of the Company at any time while any amount or
damages owing under the Notes and this Indenture, or any judgment or order rendered in
respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders
and the Trustee harmless against any deficiency arising or resulting from any variation in
rates of exchange between (1) the date as of which the equivalent of the amount in U.S.
Dollars or Canadian Dollars, as the case may be, due or contingently due under the Notes and
this Indenture (other than under this Subsection (b)) is calculated for the purposes of such
winding-up and (2) the final date for the filing of proofs of claim in such winding-up. For
the purpose of this Subsection (b), the final date for the filing of proofs of claim in the
winding-up of the Company shall be the date fixed by the liquidator or otherwise in
accordance with the relevant provisions of applicable law as being the latest practicable
date as at which liabilities of the Company may be ascertained for such winding-up prior to
payment by the liquidator or otherwise in respect thereto.




     (d) The obligations contained in Subsections (a)(ii) and (b) of this Section 12.13
shall constitute obligations of the Company separate and independent from its other
respective obligations under the Notes and this Indenture, shall give rise to separate and
independent causes of action against the Company, shall apply irrespective of any waiver or
extension granted by any Holder or the Trustee or any of them from time to time and shall
continue in full force and effect notwithstanding any judgment or order or the filing of any
proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts
due hereunder (other than under Subsection (b) above) or under any such judgment or order.
Any such deficiency as aforesaid shall be



-108-









 







deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be,
and no proof or evidence of any actual loss shall be required by the Company or the
liquidator or otherwise any of them. In the case of Subsection (b) above, the amount of
such deficiency shall not be deemed to be reduced by any variation in rates of exchange
occurring between the said final date and the date of any liquidating distribution.




     (e) The term “rate(s) of exchange” shall mean the noon buying rate for cable transfers
as certified for customs purposes by the Bank of Canada between the Base Currency and
judgment currency other than the Base Currency referred to in Subsections (a) and (b) above
and includes any premiums and costs of exchange payable.




     (f) The Trustee shall have no duty or liability with respect to monitoring or enforcing
this Section 12.13.



          Section 12.14. Currency Equivalent.




          Except as provided in Section 12.13 hereof, for purposes of the construction of the terms of
this Indenture or of the Notes, in the event that any amount is stated herein in the currency of
one nation (the “First Currency”), as of any date such amount shall also be deemed to represent the
amount in the currency of any other relevant nation (the “Other Currency”) which is required to
purchase such amount in the First Currency at the noon buying rate for cable transfers confirmed
for customs purposes by the Bank of Canada between the First Currency and Other Currency on the
date of determination.




          Section 12.15. Counterpart Originals.




          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




          Section 12.16. Table of Contents, Headings, etc.




          The Table of Contents, Cross Reference Table and Headings in this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.




          Section 12.17. Qualification of This Indenture.




          The Company shall qualify this Indenture under the TIA in accordance with the terms and
conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses
(including reasonable attorneys’ fees and expenses for the Company, the Trustee and the Holders)
incurred in connection therewith, including, but not limited to, costs and expenses of
qualification of this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions of
Counsel or other documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.




          After the qualification, if any, of this Indenture under the TIA, if any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed
duties shall control.




[Signatures on following page]





-109-












 





SIGNATURES



Dated as of December 3, 2009




	 	 	 	 	 
	 	COMPANY:


CASCADES INC.

 	 
	 	By:  	/s/ Robert F. Hall
 	 
	 	 	Name:  	Robert F. Hall 	 
	 	 	Title:  	Vice President, Legal Affairs and

Corporate Secretary 	 
	 
	 	GUARANTORS:




Cascades Auburn Fiber Inc.

Cascades Paperboard International.

Cascades Boxboard Group — Connecticut LLC

Cascades Boxboard U.S., Inc.

Cascades Delaware LLC

Cascades SPG Sales Inc.

Cascades Fine Papers Group (USA) Inc.

Cascades Fine Papers Group Inc.

Cascades Moulded Pulp, Inc.

Cascades Plastics Inc.

Cascades Tissue Group — North Carolina Inc.

Cascades Tissue Group — New York Inc.

Cascades Tissue Group — Oregon Inc.

Cascades Tissue Group — Pennsylvania Inc.

Cascades Tissue Group — IFC Disposables Inc.

Cascades Tissue Group — Wisconsin Inc.

Cascades Tissue Group — Arizona Inc.

Cascades Tissue Group — Maryland LLC

Cascades Tissue Group — Sales Inc.

Cascades Tissue Group — Tennessee Inc.

Cascades Transport Inc.

Cascades USA Inc.

Cascades Canada Inc.

Cascades Energy Initiative Inc.

Conference Cup Ltd.

Dopaco Inc.

Dopaco Canada, Inc.

Dopaco Limited Partnership

Dopaco Pacific LLC

 	 
	 



Signature Pages to Senior Note Indenture







 









 








	 	 	 	 	 
	 	Garven Incorporated

Kingsey Falls Investments Inc.

Rabotage Lemay Inc.

Scierie Lemay Inc.

W.H. Smith Paper Corporation

6265642 Canada Inc.

Norampac Finance US Inc.

Norampac Holding US Inc.

Norampac Industries Inc.

Norampac Leominster Inc.

Norampac New York City Inc.

Norampac Schenectady Inc.

Norampac Thompson Inc.

Norampac Delaware LLC

Cascades Enviropac HPM LLC

Norampac Export Sales Corp.

7251637 Canada Inc.

Cascades Tenderco Inc.


 	 
	 	By:  	/s/ Robert F. Hall
 	 
	 	 	Name:  	Robert F. Hall 	 
	 	 	Title:  	Authorized Officer 	 
	 



Signature Pages to Senior Note Indenture








-2-









 








	 	 	 	 	 
	 	TRUSTEE:



THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

 	 
	 	By:  	/s/ John F. Neylan
 	 
	 	 	Name:  	John F. Neylan 	 
	 	 	Title:  	Trust Officer 	 
	 



Signature Pages to Senior Note Indenture





-3-









 





EXHIBIT A




(Face of Note)




73/4% Senior Notes due 2017



CUSIP 144A: 146900AF2

REG S: C2174EAE2




			
	 	 	 
	No. ___
	 	$__________________






CASCADES INC.



promises to pay to [                        ] or registered assigns, the principal sum of
_______________ United States Dollars ($_______________) on December 15, 2017.



Interest Payment Dates: June 15 and December 15, commencing June 15, 2010.



Record Dates: June 1 and December 1.



Dated: [          ]







A-1









 








          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officer.




	 	 	 	 	 
	 	CASCADES INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



This is one of the [Global] Notes referred

to in the within-mentioned Indenture:




	 	 	 	 	 
	THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,

as Trustee

 	 	 
	By:  	
 	 	 
	 	Authorized Signatory 	 	 
	 


Dated : [          ]






A-2









 








(Back of Note)




73/4% Senior Notes due 2017


[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.]




          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




          1. Interest. Cascades Inc., a company organized under the Companies Act (Québec) (the
“Company”), promises to pay interest on the principal amount of this Note at 73/4% per annum until
maturity and shall pay Special Interest, if any, as provided in Section 5 of the Registration
Rights Agreement. The Company shall pay interest semi-annually on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided,
however, that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be the first of June 15 or December 15 to occur
after the date of issuance, unless such June 15 or December 15 occurs within one calendar month of
such date of issuance, in which case the first Interest Payment Date shall be the second of June 15
and December 15 to occur after the date of issuance. The Company shall pay interest on overdue
principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the
interest rate then in effect under the Indenture and this Note; it shall pay interest on overdue
installments of interest and Special Interest, if any (without regard to any applicable grace
periods), from time to time at the same rate to the extent lawful. Interest shall be computed on
the basis of a 360 day year of twelve 30 day months. For the purposes of the Interest Act
(Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate
payable multiplied by the actual number of days in the year and divided by 360.




          2. Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even
if such Notes are cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium, if any, and interest and Special Interest, if any, at
the office or agency of the Company maintained for such purpose, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their addresses set forth in the
Security Register; provided,






A-3









 







however, that
payment by wire transfer of immediately available funds shall be required with respect to
principal of and interest and Special Interest, if any, and premium, if any, on all Global Notes
and all other Notes the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts.




          3. Paying Agent and Registrar. Initially, The Bank of Nova Scotia Trust Company of
New York, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.




          4. Indenture. The Company issued the Notes under an Indenture dated as of December 3,
2009 (“Indenture”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”)
and the Trustee. The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb)(the “TIA”). The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company unlimited in aggregate
principal amount.




          5. Optional Redemption.




          (a) The Company may choose to redeem the Notes at any time. If it does so, it may redeem all
or any portion of the Notes, at once or over time, after giving the required notice under the
Indenture. To redeem the Notes prior to December 15, 2013, the Company must pay a redemption price
equal to the greater of:




          (i) 100% of the principal amount of the Notes to be redeemed, and






     (ii) the sum of the present values of (1) the redemption price of the Notes at December
15, 2013 (as set forth below) and (2) the remaining scheduled payments of interest from the
redemption date to December 15, 2013 but excluding accrued and unpaid interest and Special
Interest, if any, to the redemption date, discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate (determined on the second business day immediately preceding the date of
redemption) plus 50 basis points,


plus, in either case, accrued and unpaid interest, including Special Interest, if any, to the
redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).




          Any notice to Holders of Notes of such a redemption will include the appropriate calculation
of the redemption price, but need not include the redemption price itself. The actual redemption
price, calculated as described above, will be set forth in an Officers’ Certificate delivered to
the Trustee no later than two business days prior to the redemption date (unless clause (b) of the
definition of “Comparable Treasury Price” is applicable, in which case such Officers’ Certificate
shall be delivered on the redemption date).





A-4









 








          (b) Beginning on December 15, 2013, the Company may redeem all or any portion of the Notes, at
once or over time, after giving the required notice under this Indenture, at the redemption
prices set forth below, plus accrued and unpaid interest and Special Interest, if any, on the
Notes redeemed to the applicable redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date). The following
prices are for Notes redeemed during the 12-month period commencing on December 15 of the years set
forth below, and are expressed as percentages of principal amount:




	 	 	 	 	 
	Redemption Year	 	Price
	 
	2013
	 	 	103.875	%
	2014
	 	 	101.938	%
	2015 and thereafter
	 	 	100.000	%






          (c) In addition, at any time and from time to time, prior to December 15, 2012, the Company
may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes with the
proceeds of one or more Qualified Equity Offerings, at a redemption price equal to 107.750% of the
principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, thereon,
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however, that after giving
effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes
remains outstanding. Any such redemption shall be made within 180 days of such Qualified Equity
Offering upon not less than 30 nor more than 60 days’ prior notice.




          (d) The Company may at any time redeem, in whole but not in part, the outstanding Notes (upon
giving notice in accordance with the Indenture, which notice shall be irrevocable) at a redemption
price of 100% of the principal amount thereof, plus accrued and unpaid interest and Special
Interest, if any, to the date of redemption, and all Additional Amounts (if any) then due and which
will become due on the date of redemption as a result of the redemption or otherwise, if on the
next date on which any amount would be payable in respect of the Notes, the Company has become or
would become obligated to pay any Additional Amounts (as defined herein) in respect of the Notes,
and the Company cannot avoid any such payment obligation by taking reasonable measures available to
it, as a result of (i) any change in or amendment to the laws (or regulations promulgated
thereunder) of a relevant Tax Jurisdiction, or (ii) any change in or amendment to any official
position regarding the application or interpretation of such laws or regulations, which change or
amendment is announced or is effective on or after the Issue Date (or, if the applicable relevant
Tax Jurisdiction became a Tax Jurisdiction on a date after the Issue Date, such later date).




          (e) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of
Sections 3.01 through 3.07 of the Indenture.




          (f) Notwithstanding the foregoing, the Company may elect to effect any optional redemption
directly or through a Restricted Subsidiary.




          6. Mandatory Redemption. Except as set forth in Sections 4.12 and 4.16 of the
Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments
with respect to the Notes.







A-5









 








          7. Repurchase at Option of Holder.




          (a) Upon the occurrence of a Change of Control, the Company shall offer to repurchase all or
any part (equal to US$2,000 or an integral multiple of US$1,000 in excess thereof) of the Notes (a
“Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on
the Notes repurchased to the purchase date (subject to the right of Holders on the relevant record
date to receive interest to, but excluding, the Change of Control Payment Date). Each Holder shall
have the right to require the Company to repurchase all or any part (equal to US$2,000 or an
integral multiple of US$1,000 in excess thereof) of such Holder’s Notes pursuant to such offer.




          (b) Any Net Available Cash from Asset Sales that is not applied as provided in Section 4.12(b)
of the Indenture will constitute Excess Proceeds (“Excess Proceeds”). When the aggregate amount of
Excess Proceeds exceeds $50.0 million (taking into account income earned on such Excess Proceeds,
if any), the Company shall commence an offer to all Holders by applying the Allocable Excess
Proceeds (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum
principal amount of Notes (including any Additional Notes) that may be purchased out of the Net
Available Cash at an offer price in cash equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer
in accordance with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than
the Net Available Cash, the Company (or such Restricted Subsidiary) may use such deficiency for any
purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Net Available Cash, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes.




          8. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations larger than US$2,000 may be redeemed in part but
only in whole multiples of US$1,000 in excess thereof, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions
thereof called for redemption.




          9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. This
Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed
hereon and the aggregate principal amount of Notes represented hereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.







A-6









 








          10. Persons Deemed Owners. The registered Holder of a Note shall be treated as its
owner for all purposes.




          11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Company and
the Trustee may amend or supplement the Indenture or the Notes with the consent of the Holders of a
majority in principal amount of the then outstanding Notes, including Additional Notes, if any,
voting as a single class (including consents obtained in connection with a purchase of or tender
offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture,
any existing Default or Event of Default (except a continuing Default or Event of Default in the
payment of principal, premium, if any, interest or Special Interest, if any, on the Notes) or
compliance with any provision of the Indenture or the Notes (except for certain covenants and
provisions of the Indenture which cannot be amended without the consent of each affected Holder
(whether in the aggregate holding a majority principal amount of Notes or not) may be waived with
the consent of the Holders of a majority in principal amount of the then outstanding Notes,
including Additional Notes, if any, then outstanding voting as a single class (including consents
obtained in connection with a purchase of or tender offer or exchange offer for the Notes).
Without the consent of any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, to provide for the
assumption by a Surviving Person of the obligations of the Company under the Indenture, to provide
for uncertificated Notes in addition to or in place of certificated Notes, to add additional
Subsidiary Guarantees with respect to the Notes, to make any change that would provide any
additional rights or benefits to the Holders of Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, to make any change to comply with any requirement of
the Commission in order to effect or maintain the qualification of the Indenture under the TIA or
other applicable trust indenture legislation or to provide for the issuance of Additional Notes.




          12. Defaults and Remedies. Each of the following is an Event of Default under the
Indenture: (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; (iii) failure
to comply with the provisions of Section 5.01 of the Indenture; (iv) failure to make a Change of
Control Offer pursuant to Section 4.16 of the Indenture; (v) failure to make an Asset Sale Offer
pursuant to Section 4.12 of the Indenture and such failure continues for 30 days after written
notice is given to the Company as provided below; (vi) failure to comply with the provisions of
Section 4.03 of the Indenture and such failure continues for a period of 120 days after written
notice is given to the Company as provided below; (vii) failure to comply with any other covenant
or agreement in the Notes or in the Indenture (other than a failure that is the subject of the
foregoing clause (i), (ii), (iii), (iv), (v), (vi) or (vii)) and such failure continues for 60 days
after written notice is given to the Company as provided below; (viii) a default under any Debt for
money borrowed by the Company or any Restricted Subsidiary that results in acceleration of the
maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater
than $75.0 million or its foreign currency equivalent at the time and such acceleration has not
been rescinded or annulled within ten Business Days after the date of such acceleration; (ix) any
judgment or judgments for the payment of money in an aggregate amount in excess of $75.0 million
(or its foreign currency equivalent at the time) that shall be rendered against the Company or any
Restricted Subsidiary and that shall not be waived, satisfied (net of any amounts that are reduced
by insurance or bonded) or discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect; (x) certain events of bankruptcy, insolvency or reorganization
affecting the Company or any of its Significant Subsidiaries described in Section 6.01(a)(x) and
6.01(a)(xi) of the Indenture; and (xi) any Subsidiary Guarantee of one






A-7









 







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 the Indenture) or any Subsidiary Guarantor denies or disaffirms its
obligations under its Subsidiary Guarantee.




          If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare the principal of all the Notes,
together with all accrued and unpaid interest, premium, if any, and Special Interest, if any, to
be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall
become due and payable without further action or notice. Holders may not enforce the Indenture or
the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The
Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and subject to the proviso contained in Section 4.04(c) of the Indenture the Company is
required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.




          13. Trustee Dealings with Company. Subject to certain limitations, the Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Company or any Affiliate of the Company with the same rights it would have if it were not
Trustee.




          14. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder of the Company or of any Subsidiary Guarantor, as such, shall
have any liability for any obligations of the Company or any Subsidiary Guarantor under the
Indenture, the Notes, the Subsidiary Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases
all such liability.




          15. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




          17. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the
rights set forth in the Registration Rights Agreement, dated as of December 3, 2009, between the
Company and the parties named on the signature pages thereto or, in the case of Additional Notes,
Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth
in one or more registration






A-8









 







rights agreements, if any, among the Company and the other parties thereto, relating to rights
given by the Company to the purchasers of any Additional Notes.




          18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.




          The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



Cascades Inc.

404 Marie-Victorin Blvd.

P.O. Box 30

Kingsey Falls, Québec

Canada J0A 1B0

Attention: Chief Financial Officer




          19. Governing Law. The internal law of the State of New York shall govern and be used
to construe this Note without giving effect to applicable principals of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby.





A-9











 





Option of Holder to Elect Purchase



If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.16 of
the Indenture, check the box below:



o     Section 4.12



o     Section 4.16



If you want to elect to have only part of the Note purchased by the Company pursuant to Section
4.12 or Section 4.16 of the Indenture, state the amount you elect to have purchased:
$                   
                     .




	 	 	 	 	 	 	 	 	 
	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



To assign this Note, fill in the form below:



(I) or (we) assign and transfer this Note to




 

(Insert assignee’s social security or other tax I.D. no.)




 





 





 





 




(Print or type assignee’s name, address and zip code)




and irrevocably appoint
                    
                    
                    
                    
                    
                    
                    
as agent to transfer this Note on the books of the Company. The agent may substitute another to
act for him.

 







Date:                                         




	 	 	 	 	 	 	 
	 	 	Your Signature: 	 	 	 
	 	 	 	  	 
	 	 	(Sign exactly as your name appears on the Note)
	 
	 	 	 	 	 	 
	 	 	Signature Guarantee: 	 	 
	 

	 	 	 	 	 





A-11









 






SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	Signature of
	 	 	 	 	Amount of	 	Amount of	 	of this Global Note	 	authorized
	 	 	 	 	decrease in	 	increase in	 	following such	 	signatory of
	 	 	 	 	Principal Amount	 	Principal Amount	 	decrease (or	 	Trustee or Note
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increase)	 	Custodian





A-12









 






EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Cascades Inc.

404 Marie-Victorin Blvd.

P.O. Box 30

Kingsey Falls, Québec

Canada J0A 1B0

Attention: Chief Financial Officer




The Bank of Nova Scotia Trust Company of New York

One Liberty Plaza

New York, New York 10006

Attention: Corporate Trust Administration

Telecopier No.: (212) 225-5436




Re: 
73/4% Senior Notes due 2017




          Reference is hereby made to the Indenture, dated as of December 3, 2009 (the “Indenture”),
among Cascades Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of Nova
Scotia Trust Company of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.




             
                        
           (the “Transferor”) owns and proposes to transfer the Note[s] or interest
in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such
Note[s] or interests (the “Transfer”), to         
                 
                    
             (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby
certifies that:




[CHECK ALL THAT APPLY]




          1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest in the Global Note or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest in the Global Note or
Definitive Note for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any
state of the United States and applicable securities laws of any other applicable jurisdiction.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest in the Global Note or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note
and/or the Definitive Note and in the Indenture and the Securities Act.







B-1









 








          2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention of the requirements
of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv)
if the proposed transfer is being made prior to the expiration of the Distribution Compliance
Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.




          3. o Check and complete if Transferee will take delivery of a beneficial interest in the
Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation
S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and
in accordance with the Securities Act and any applicable blue sky securities laws of any state of
the United States and the securities laws of any other applicable jurisdiction, and accordingly the
Transferor hereby further certifies that (check one):





     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;



or





     (b) o such Transfer is being effected to the Company or a subsidiary thereof;



or





     (c) o such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;



          4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note.




          (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and the securities laws of any other applicable jurisdiction and (ii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to






B-2









 







the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.




          (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and the securities laws of any other applicable jurisdiction
and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.




          (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and the securities laws of any other applicable jurisdiction and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.




          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	[Insert Name of Transferor] 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:          
                     
          






B-3









 








ANNEX A TO CERTIFICATE OF TRANSFER




	 	 	 	 	 
	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,





in accordance with the terms of the Indenture.





B-4









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Cascades Inc.

404 Marie-Victorin Blvd.

P.O. Box 30

Kingsey Falls, Québec

Canada J0A 1B0

Attention: Chief Financial Officer

The Bank of Nova Scotia Trust Company of New York

One Liberty Plaza

New York, New York 10006

Attention: Corporate Trust Administration

Telecopier No.: (212) 225-5436




Re: 73/4% Senior Notes due 2017




          Reference is hereby made
to the Indenture, dated as of December 3, 2009 (the “Indenture”),
among Cascades Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of Nova
Scotia Trust Company of New York, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.




        
                 
               
                   
       (the “Owner”) owns and proposes to exchange the Note[s] or interest
in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note




          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to
and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.




          (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain






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compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.




          (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.




          (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.




          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes




          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.




          (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note
and in the Indenture and the Securities Act.







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          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	[Insert Name of Transferor] 	 
	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         





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EXHIBIT D




FORM OF NOTATION OF GUARANTEE




          For value received,
each Guarantor (which term includes any successor Person under the
Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of December 3, 2009 (the
“Indenture”), among CASCADES INC., as issuer (the “Company”), the Guarantors listed on the
signature pages thereto and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as trustee (the
“Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest and
Special Interest, if any, on the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and,
to the extent permitted by law, interest and Special Interest, if any, and the due and punctual
performance of all other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.
This Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03 and
10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound
by such provisions.



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.






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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 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:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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