EX-4.2



 Exhibit 4.2 
 FOURTH SUPPLEMENTAL INDENTURE 
 FOURTH SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”) dated as of March 12, 2013, among RESOLUTE FOREST PRODUCTS INC. (f/k/a AbitibiBowater Inc.), a Delaware corporation (the “Issuer”), Calhoun Newsprint Company, a Delaware
corporation (the “Additional Guarantor”), the other Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS, ABI Escrow Corporation (the “Escrow Issuer”) has heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”) dated as of
October 4, 2010, providing for the issuance of the Original Issuer’s 10.25% Senior Secured Notes due 2018 (the “Notes”), of which $850,000,000 aggregate principal amount have heretofor been authenticated; 

WHEREAS, the Original Indenture was amended and supplemented pursuant to a First Supplemental Indenture dated as of
December 9, 2010 (the “Original First Supplemental Indenture”), and substantially concurrently with the execution and delivery thereof, the Escrow Issuer merged into the Issuer, with the Issuer continuing as the surviving
corporation, and certain Subsidiaries of the Issuer executed and delivered Note Guarantees; 
 WHEREAS,
pursuant to an Amended and Restated Indenture, dated as of May 12, 2011 (the “Amended and Restated Indenture”), the Issuer, the Guarantors party thereto, and the Trustee amended and restated the Original Indenture, as modified
by the Original First Supplemental Indenture, in its entirety; 
 WHEREAS, the Amended and Restated Indenture
has been further amended and supplemented pursuant to a First Supplemental Indenture, dated as of June 30, 2011, a Second Supplemental Indenture, dated as of March 9, 2012, and a Third Supplemental Indenture, dated as of December 31,
2012 (as amended and supplemented, and as may be further amended or modified from time to time, the “Indenture”); 
 WHEREAS, the Additional Guarantor intends to guaranty the Notes and all obligations of the Issuer and the Guarantors under the Indenture; and 

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer, the Additional Guarantor, and the other
Guarantors party hereto are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder to amend, supplement, and modify Indenture as set forth herein; 

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







 1.         Defined
Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture
shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2.         Agreement of Additional Guarantor to provide Guarantee.  The Additional Guarantor hereby agrees that, upon the effectiveness of this
Supplemental Indenture, the Additional Guarantor shall become a Guarantor under the Indenture. In furtherance of the foregoing, the Additional Guarantor shall deliver to the Trustee a duly executed notation of its Note Guarantee in the form of
Exhibit E to the Indenture with respect to each previously authenticated Note and the Trustee shall attach such notations to each such previously authenticated Note (although the failure to execute or attach such notations shall not affect the
validity or enforceability of the Additional Guarantor’s Note Guarantee). The Additional Guarantor’s Note Guarantee shall become effective upon the effectiveness of this Supplemental Indenture 

3.        Effectiveness of Supplemental Indenture; Ratification of Indenture
and Registration Rights Agreement; Supplemental Indentures Part of Indenture and Registration Rights Agreement.  This Supplemental Indenture shall become effective upon execution hereof by the Issuer, the Additional Guarantor, the
other Guarantors party hereto, and the Trustee. Except as expressly amended hereby, the Indenture, the Notes and the Registration Rights Agreement are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture, the Registration Rights Agreement and the Notes for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. 
 4.         Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 5.         Trustee Makes No Representation.  The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

 6.         Counterparts.  The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 7.         Effect of Headings.  The Section headings herein are for convenience only and shall not effect the construction thereof. 

[Signature Pages Follow] 

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

			
	 RESOLUTE FOREST PRODUCTS INC.,
 as the Issuer

		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Senior Vice President and Chief Financial Officer
	
	 CALHOUN NEWSPRINT COMPANY,
 as the Additional Guarantor

		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Vice President and Chief Financial Officer


 [Signature Page to Fourth Supplemental Indenture] 







 
			
	Guarantors:
	
	RESOLUTE FP AUGUSTA LLC (f/k/a Augusta Newsprint Company LLC)
	AUGUSTA NEWSPRINT HOLDING LLC
	
	By: Abitibi Consolidated Sales LLC, its Manager
	
	By: Resolute Forest Products Inc., its Sole Member
		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Senior Vice President and Chief Financial Officer
	
	RESOLUTE FP US INC. (f/k/a AbiBow US Inc.)
BOWATER NUWAY MID-STATES INC.
LAKE SUPERIOR FOREST PRODUCTS INC.
DONOHUE CORP.
FIBREK U.S. INC.
FIBREK
RECYCLING U.S. INC.
		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Vice President and Chief Financial Officer
	
	BOWATER NEWSPRINT SOUTH LLC
FD POWERCO LLC
		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Manager


 [Signature Page to Fourth Supplemental Indenture] 







 
			
	ABIBOW RECYCLING LLC
	ABITIBI CONSOLIDATED SALES LLC
	
	By: Resolute Forest Products Inc., its Sole Member
		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Senior Vice President and Chief Financial Officer
	
	 GLPC RESIDUAL MANAGEMENT, LLC,
 as a Guarantor

	
	By: Fibrek Recycling U.S. Inc., its Sole Member
		
	By:	  	/s/ Jo-Ann Longworth
		  	Name: Jo-Ann Longworth
		  	Title:   Vice President and Chief Financial Officer


 [Signature Page to Fourth Supplemental Indenture] 







 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee and Collateral Agent

		
	By:	  	/s/ Patrick Giordano
		  	Name: Patrick Giordano
		  	Title:   Vice President


 [Signature Page to Fourth Supplemental Indenture]