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                            DATED 16TH September, 2002




                              MDP ACQUISITIONS PLC
                                    as Lender

                                       and

                               MDCP ACQUISITIONS I
                                   as Borrower




                     ---------------------------------------

                           INTERCOMPANY LOAN AGREEMENT
                     ---------------------------------------




                                KIRKLAND & ELLIS
                                  INTERNATIONAL
                                    Tower 42
                               25 Old Broad Street
                                 London EC2N 1HQ
                         Telephone: +44 (0)20 7816 8700
                                www.kirkland.com

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THIS AGREEMENT is made on 16th September, 2002 BETWEEN:

(1)  MDP ACQUISITIONS PLC, a company registered in Ireland (registered number
     357958) (the "LENDER"); and

(2)  MDCP ACQUISITIONS I, a company registered in Ireland (registered number
     358039) (the "BORROWER").



IT IS AGREED as follows:

1.       DEFINITIONS

1.1.     In this Agreement:

         "ADVANCE" means the principal amount of an advance (as from time to
         time reduced by repayment or prepayment or increased by the
         capitalisation of interest) made or to be made by the Lender to the
         Borrower pursuant to Section 3 hereof.

         "ISSUE DATE" means, in respect of an Advance, the date on which any of
         the Securities used to fund such Advance are issued and, to the extent
         the relevant Bridge Facilities have been drawn, the proceeds used to
         repay the relevant Bridge Facilities (including any capitalised
         interest and other due but unpaid amounts thereon).

         "NET PROCEEDS" has the meaning given to it in the Bridge Facility
         Agreement.

         "PAYMENT DATE" means the date on which the Bridge Facilities are to be
         repaid in full upon final maturity in accordance with the terms of the
         Bridge Facility Agreement (otherwise than out of the proceeds of the
         issue of any Securities) and/or, if any of the securities have been
         issued prior to such date, the date on which such Securities are to be
         repaid in full or in part, at final maturity in accordance with the
         terms of the Securities, and (B) the date on which the Bridge
         Facilities or the Securities fall due for payment upon acceleration or
         under any mandatory prepayment or repurchase provision in any case in
         accordance with the terms of the Bridge Facility Agreement or the
         Securities provided that either (i) the amounts due under the Senior
         Facility Agreement have then fallen due or have been declared to be due
         and payable on acceleration or (ii) 179 days have elapsed from the date
         on which the Bridge Agent, the Lender, the Bond Trustee (as defined in
         the Priority Deed) or the Exchange Note Trustee (as defined in the
         Priority Deed) gave notice to the Senior Agent of the occurrence of the
         event of default entitling the Bridge Facilities or Securities to be so
         accelerated or (iii) an order for the winding-up administration,
         examination or dissolution of the Borrower has been made or any
         liquidator, trustee in bankruptcy, judicial custodian, compulsory
         manager, receiver, administrative receiver, examiner, administrator or
         similar officer has been appointed in respect of the Borrower.

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         "PRIORITY DEED" means the priority agreement dated on or about the date
         hereof between, among others, the Lender, the Borrower, Deutsche Bank
         AG London, Merrill Lynch International and the other lenders under the
         Senior Facility Agreement.

         "REPAYMENT" includes redemption and vice versa and the words repay,
         redeem, repayable, redeemable, repaid and redeemed shall be construed
         accordingly.

         "SENIOR FACILITY AGREEMENT" means the agreement dated 12th September,
         2002 between the Borrower, Deutsche Bank AG London and Merrill Lynch
         International as arrangers, the parties thereto as lenders and the
         other parties thereto in respect of E2,525,000,000 senior
         facilities.

1.2.     Terms defined in or whose interpretation is provided for in either the
         Senior Facility Agreement, or to the extent not defined or provided for
         in the Senior Facility Agreement, in the Bridge Facility Agreement,
         shall have the same meaning when used in this Agreement unless
         separately defined or interpreted in this Agreement.

1.3.      In this Agreement, unless the contrary intention appears, a reference
          to:

          (a)  a Clause is a reference to a clause of this Agreement;

          (b)  words imparting the singular include the plural and vice versa;

          (c)  a Transaction Document or another document is a reference to that
               Transaction Document or other document as amended; and

1.4.      Headings and the index are for convenience of reference only and shall
          be ignored in the interpretation of this Agreement.

2.       PURPOSE

         Each Advance may only be used:

          (a)  to prepay an amount of the Term Loans outstanding under the
               Senior Facility Agreement; or

          (b)  to the extent not so applied in or towards the purposes set out
               in clause 3.1(a) to (d) of the Senior Facility Agreement.

3.       ADVANCES

3.1.     The Lender agrees that it will, promptly upon receipt by the Lender of
         the proceeds of each Initial Loan, make an advance to the Borrower in
         an aggregate amount equal to the gross amount of such Initial Loan
         borrowed by the Lender.

3.2.     The Lender agrees that it will, promptly upon receipt by the Lender of
         the proceeds of the Securities, to the extent that such proceeds are
         not applied in repayment of the Bridge

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         Facilities, make an advance to the Borrower in an aggregate amount
         equal to the gross amount of such Securities issued by the Lender.

4.       INTEREST AND OTHER AMOUNTS

4.1.     Interest will accrue on the outstanding principal amount of each
         Advance as follows:

          (a)  Prior to the Applicable Issue Date in respect of an Advance (or
               any portion thereof):

               (i)  In the case of an Advance (or any portion thereof) funded
                    with the proceeds of a Cash Pay Loan, at a rate equal to the
                    rate of interest payable on such Cash Pay Loan (or the
                    security into which it converts) in accordance with Section
                    2.6(a) of the Bridge Facility Agreement (or the applicable
                    instrument pursuant to which the securities into which it
                    converts is issued); and

               (ii) In the case of an Advance (or any portion thereof) funded
                    with the proceeds of a PIK Loan, at a rate equal to the rate
                    of interest and/or dividend payable on such PIK Loan (or the
                    security into which it converts) in accordance with Section
                    2.6(b) of the Bridge Facility Agreement (or the applicable
                    instrument pursuant to which the securities into which it
                    converts is issued); and

          (b)  On and after the applicable Issue Date in respect of such an
               Advance (or any portion thereof):

               (i)  In the case of an Advance (or any portion thereof) funded
                    with the proceeds of a Cash Pay Loan or Cash Pay Securities,
                    at a rate equal to the coupon payable on the Cash Pay
                    Securities in accordance with the terms of the Cash Pay
                    Securities; and

               (ii) In the case of an Advance funded (or any portion thereof)
                    with the proceeds of a PIK Loan or PIK Securities, at a rate
                    equal to the coupon or dividend payable on the PIK
                    Securities in accordance with the terms of the PIK
                    Securities.

4.2.     Interest will be payable:

          (a)  In the case of interest determined in accordance with Clauses
               4.1(a)(i) or 4.1(b)(i), 5 Business Days prior to the date the
               corresponding interest on the applicable Cash Pay Loan or Cash
               Pay Securities (or the securities into which they convert), as
               the case may be, is due under the Bridge Facility Agreement or
               the terms of the Cash Pay Securities (or the applicable
               instrument pursuant to which the securities into which it
               converts is issued), as the case may be; provided that, to the
               extent the Lender elects to pay interest on the applicable Cash
               Pay Loan (or the securities into which they convert) through an
               increase in the principal amount of such Cash Pay Loan in
               accordance with Section 2.6(d) of the Bridge Facility

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               Agreement (or the applicable instrument pursuant to which the
               securities into which it converts is issued) (such interest, "PIK
               CASH PAY INTEREST"), an amount of interest due hereunder equal to
               such PIK Cash Pay Interest shall be capitalized and added to the
               principal amount of the applicable Advance on the same date such
               PIK Cash Pay Interest is capitalized under the Bridge Facility
               Agreement (or the applicable instrument pursuant to which the
               securities into which it converts is issued), and

          (b)  In the case of interest determined in accordance with Clauses
               4.1(a)(ii) or 4.1(b)(ii), such interest shall be capitalized and
               added to the principal amount of the applicable Advance on the
               same date that the corresponding interest or dividends on the
               applicable PIK Loan or PIK Securities (or the securities into
               which they convert), as the case may be, is capitalized under the
               Bridge Facility Agreement or the PIK Securities (or the
               applicable instrument pursuant to which the securities into which
               it converts is issued), as the case may be; provided that, if at
               any time the interest or dividends on the applicable PIK Loan or
               PIK Securities (or the securities into which they convert) is
               payable in whole or in part in cash in accordance with the Bridge
               Facility Agreement or the terms of the PIK Securities (or the
               applicable instrument pursuant to which the securities into which
               it converts is issued), as the case may be (such interest, "CASH
               PAY PIK INTEREST") and such payment of interest in cash is
               permitted by the Senior Facility Agreement, an amount of interest
               or dividends due hereunder equal to such Cash Pay PIK Interest
               shall be payable 5 Business Days prior to the date such Cash Pay
               PIK Interest is due under the Bridge Facility Agreement or the
               terms of the PIK Securities (or the applicable instrument
               pursuant to which the securities into which it converts is
               issued), as the case may be;

4.3.     Interest on any overdue amount of principal, interest (save to the
         extent capitalised in accordance with Section 4.2) or other sum, will
         be payable (both before and after judgement) on demand from time to
         time at the applicable rate of interest hereunder for the relevant
         Advance plus 1%, or if such sum is not attributable to any particular
         Advance, at the highest rate of interest hereunder plus 1%.

4.4.     The Lender may at its discretion sanction a deferral of interest and/or
         waive defaults by the Borrower in respect of any Advance. In the case
         of such deferral, the payment shall be deferred until such date as the
         Lender requires repayment of any deferred interest.

4.5.     In addition, the Borrower shall pay to the Lender (A) amounts equal to
         any additional amounts payable under applicable gross-up provisions of
         the Securities or the Bridge Facilities; (B) amounts equal to default
         interest or liquidated damages payments under the Securities or Bridge
         Facilities; (C) an amount equal to the amount of the US registration
         costs and legal fees incurred in connection with the drawing of the
         Bridge Facilities and the issue of the Securities and an amount equal
         to the amount of payments due under any registration right agreement
         relating to the Bridge Facilities and/or the Securities and (D) an
         amount equal to any other payments but not exceeding E500,000 in
         any twelve month period.

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5.       REPAYMENT

         Each Advance (together with all interest accrued thereon, an amount
         equal to any premium due on the Securities and other amounts due or
         owing to the Lender in connection with such Advance) shall be repayable
         by the Borrower on the date falling 5 Business Days before the Payment
         Date, in freely available, immediately transferable funds.

6.       VOLUNTARY PREPAYMENT

         The Borrower may, if permitted by the Priority Deed, prepay the whole
         or any part of any Advance borrowed by it (together with interest
         accrued thereon, an amount equal to any premium due on the Securities
         and any other amounts due or owing to the Lender at such time) at any
         time provided an equivalent amount is prepaid in respect of the Bridge
         Facilities or the Securities, as the case may be, within five Business
         Days of such prepayment.

7.       PAYMENTS

7.1.     Unless required by law and unless the Borrower and the Lender agree
         otherwise, all payments made by the Borrower hereunder shall be made
         free and clear of and without any deduction for or on account of any
         tax, set-off or counterclaim, and, to the extent any tax deduction is
         required by law, the amount of the payment due from the Borrower shall
         be increased to an amount which leaves the Lender with an amount equal
         to the payment which would have been due if no such deduction had been
         required.

7.2.     The Borrower shall pay or reimburse any stamp duty, stamp duty reserve
         tax or other duties or taxes payable in connection with the execution,
         constitution and original issue, completion and initial delivery of
         this Agreement.

8.       PRIORITY DEED

8.1.     Until the Senior Discharge Date (as defined in the Priority Deed), all
         payments hereunder shall be subject to the provisions of the Priority
         Deed.

8.2.     Notwithstanding any other term of this Agreement no payment shall be
         made by the Borrower and the Lender shall take no action to recover any
         payment otherwise due under this agreement while such payment or action
         is not permitted by the Priority Deed.

8.3.     The Senior Creditors (as defined in the Priority Deed) may rely on this
         clause 8.

9.       GENERAL

9.1.     This agreement may be executed in any number of counterparts, all of
         which taken together shall constitute one and the same agreement and
         any party may enter this agreement by executing a counterpart.

9.2.     This Agreement shall be governed by and construed in accordance with
         English law.

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9.3.     Any dispute arising under or in connection with this Agreement shall
         be settled by the courts of England.

9.4.     Except as provided for in the Bridge Facility Agreement or the
         Securities (as the case may be), the Lender may not assign any of its
         rights and obligations under this Agreement whether in whole or in
         part, by way of security or otherwise. The Borrower may not assign or
         transfer rights or any of its obligations hereunder.

9.5.     The Lender and the Borrower may not, without the prior written consent
         of the Bridge Agent, the Bond Trustee (as defined in the Priority
         Deed), the Exchange Note Trustee (as defined in the Priority Deed) and
         the holders of the preferred equity securities in respect of the Bridge
         Facilities or the Securities, amend or agree to amend this Agreement.

9.6.     The Borrower hereby waives and agrees not to assert any claim that it
         may now or hereafter have that the rates of interest specified herein
         are usurious or in breach of any similar applicable law.

9.7.     Each of the Bridge Agent, the Bond Trustee (as defined in the Priority
         Deed), the Exchange Note Trustee (as defined in the Priority Deed) the
         holders of the preferred equity securities in respect of the Bridge
         Facilities or the Securities shall have the benefit of and shall be
         entitled to enforce the provisions contained in Clauses 6, 9.4, 9.5 and
         9.6 of this Agreement.


AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.

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LENDER

MDP ACQUISITIONS PLC

By:    /s/ Ian Curley
       /s/ M. O'Riordan



BORROWER

MDCP ACQUISITIONS I

By:   /s/ Ian Curley




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