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                                                                     EXHIBIT 4.6

                                                                  EXECUTION COPY

                              MDP ACQUISITIONS PLC


                                       and


                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                            As Book-Entry Depositary,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                As Note Custodian

                                       and

                       THE OWNERS OF BOOK-ENTRY INTERESTS

                                       in

              $545,000,000 9-5/8% Senior Notes due October 1, 2012


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

                          DEPOSIT AND CUSTODY AGREEMENT

                         DATED AS OF SEPTEMBER 30, 2002

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

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                          DEPOSIT AND CUSTODY AGREEMENT

          THIS AGREEMENT (the "Agreement") is made as of this 30th day of
September, 2002 by and among MDP Acquisitions plc, a public limited company
incorporated and existing under the laws of Ireland (the "Issuer"), which is
party hereto for the limited purposes referred to herein, Deutsche Bank Trust
Company Americas, as the "Book-Entry Depositary" (as defined below), Deutsche
Bank Trust Company Americas, as the "Note Custodian" (as defined below), and
owners from time to time of Book-Entry Interests.

                                   ARTICLE ONE

                    DEFINITIONS AND OTHER GENERAL PROVISIONS

SECTION 1.01 DEFINITIONS.

          The following terms, as used herein, have the following meanings:

          "Additional Amounts" shall have the meaning ascribed to it in Section
2.15 hereof.

          "Affiliate" shall have the meaning ascribed to it in the Indenture.

          "Board Resolution" shall have the meaning ascribed to it in the
Indenture.

          "Book-Entry Depositary" means the party named as such in this
Agreement or its nominee or the custodian for either until a successor shall
have become such pursuant to Section 3.08 hereof, and thereafter "Book-Entry
Depositary" shall mean its successor or its nominee or the custodian for either.

          "Book-Entry Interests" means beneficial interests in any
Certificateless Depositary Interests issued pursuant to this Agreement and
reflected on the records maintained by the Book-Entry Depositary, which are
eligible for trading through the book-entry system of a Depositary. References
to Book-Entry Interests in a Global Note should be understood to mean Book-Entry
Interests in the Certificateless Depositary Interest issued with respect to such
Global Note.

          "Business Day" shall have the meaning ascribed to it in the Indenture.

          "Certificateless Depositary Interests" means an interest in a Global
Note held by the Book-Entry Depositary that (i) shall at all times prior to the
issuance of Definitive Notes in respect thereof represent the right to receive
100% of the principal, premium (if any), interest, Additional Amounts (if any)
of, and Liquidated Damages (if any) in respect of, the underlying Global Note
and the right to require the Book-Entry Depositary to procure the issue of one
or more Definitive Notes representing up to 100% of the principal amount
represented by such Global Note and (ii) is issued by the Book-Entry Depositary
to a Depositary or its nominee.

          "Company Order" shall have the meaning ascribed to it in the
Indenture.

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          "Corporate Trust Office" means the offices of the Book-Entry
Depositary in New York City, at which any particular time its corporate trust
business shall be principally administered, which at the date hereof is located
at 31 West 52nd Street, New York, New York, 10019. The Corporate Trust Office
will at all times be outside Ireland.

          "Definitive Notes" shall have the meaning ascribed to them in the
Indenture.

          "Depositary" means DTC or any successor thereto as the owner of the
Certificateless Depositary Interests and indicated as such in the records of the
Book-Entry Depositary.

          "DTC" means The Depository Trust Company or its nominee.

          "Event of Default" shall have the meaning ascribed to it in the
Indenture.

          "Exchange Offer" shall have the meaning ascribed to it in the
Indenture.

          "Letter of Representations" means a Letter of Representations to DTC
from the Book-Entry Depositary pertaining to the Notes.

          "Global Notes" shall have the meaning ascribed to them in the
Indenture. References to the "Global Notes" shall mean each of the Regulation S
Global Notes and the Rule 144A Global Notes.

          "Holder" shall have the meaning ascribed to it in the Indenture.

          "Indenture" means the Dollar Indenture of even date among the Issuer,
the Subsidiary Guarantor named therein, Deutsche Bank Trust Company Americas, as
Trustee, and Deutsche Bank Luxembourg S.A. as Paying Agent and transfer agent,
relating to 9-5/8% Senior Notes due October 1, 2012 of the Issuer as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, including for all purposes the provisions of the TIA that
are deemed to be a part of and govern such instrument.

          "Issuer" means the party named as such in this Agreement until a
successor replaces it pursuant to the applicable provisions of the Indenture
and, thereafter, means the successor.

          "Note Custodian" means Deutsche Bank Trust Company Americas at its
corporate trust offices at 31 West 52nd Street, New York, New York, 10019, in
its capacity as custodian of the Global Notes and its successors.

          "Notes" shall have the meaning ascribed to them in the Indenture.

          "Officers' Certificate" shall have the meaning ascribed to it in the
Indenture.

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          "Opinion of Counsel" means a written opinion from legal counsel, who
may be counsel to the Issuer and who shall otherwise be reasonably satisfactory
to the Book-Entry Depositary.

          "Participants" shall have the meaning ascribed to them in Section
2.02(a).

          "Person" shall have the meaning ascribed to it in the Indenture.

          "Regulation S Global Notes" shall have the meaning ascribed to them in
the Indenture.

          "Responsible Officer" means, with respect to the Book-Entry
Depositary, any director, managing director, vice president, assistant vice
president, corporate trust officer, assistant corporate trust officer,
secretary, assistant secretary, treasurer, assistant treasurer, associate or any
other officer or assistant officer of the Book-Entry Depositary customarily
performing functions similar to those performed by the persons who at that time
shall be such officers having direct responsibility for the administration of
this Agreement, and also means, with respect to a particular corporate trust
matter, any other officer to whom such trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

          "Restricted Period" means the period of 41 consecutive days beginning
on and including the later of (i) the day on which Notes are first offered to
persons other than distributors (as defined in Regulation S under the Securities
Act) in reliance on Regulation S and (ii) the day on which the closing of the
offering of the Notes occurs.

          "Rule 144A Global Notes" shall have the meaning ascribed to them in
the Indenture.

          "Securities Act" means the United States Securities Act of 1933, as
amended.

          "Subsidiary Guarantor" shall have the meaning ascribed to it in the
Indenture.

          "TIA" shall have the meaning ascribed to it in the Indenture.

          "Trustee" means the Person acting as Trustee under the Indenture until
a successor Trustee shall have become such pursuant to the applicable provisions
of the Indenture, and thereafter "Trustee" shall mean such successor Trustee.

          "Unrestricted Global Note" means a Global Note other than a Rule 144A
Global Note (but which may be a Regulation S Global Note), with respect to which
Book-Entry Interests therein may be transferable without material restriction
under the Securities Act.

SECTION 1.02 RULES OF CONSTRUCTION.

          Unless the context otherwise requires: (1) a term has the meaning
assigned to it; (2) any capitalized term not otherwise defined herein shall have
the meaning ascribed to it in the Indenture; (3) "or" is not exclusive; (4)
"including" means including without limitation; (5) words in the singular
include the plural and words in the plural include the singular; and

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(6) the words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

                                   ARTICLE TWO

                              BOOK-ENTRY INTERESTS

SECTION 2.01 DEPOSIT OF THE GLOBAL NOTE.

          The Note Custodian hereby accepts custody of the Global Notes for and
on behalf of the Book-Entry Depositary and shall act as custodian thereof for
and on behalf of the Book-Entry Depositary in accordance with the terms of this
Agreement. The Note Custodian shall hold such Global Notes at its corporate
trust office at 31 West 52nd Street, New York, New York, 10019 or at such other
place or places outside Ireland as the Book-Entry Depositary may determine with
the prior written consent of the Issuer and the Book-Entry Depositary shall
issue a Certificateless Depositary Interest with respect to each Global Note in
accordance with the Letter of Representations. For the avoidance of doubt, the
Book-Entry Depositary shall not act out of or through any branch in Ireland in
connection with any of the functions contemplated by this Agreement. The
Certificateless Depositary Interests shall be issuable only to a Depositary.
Nothing in this Agreement shall affect the legal rights of the Holder of any
Global Note or the obligations of the Issuer, the Subsidiary Guarantor or the
Trustee to such Holder.

SECTION 2.02 BOOK-ENTRY SYSTEM.

          (a)    Upon acceptance by the Depositary of the Certificateless
Depositary Interests representing interests in the Global Notes for entry into
its book-entry settlement system in accordance with the terms of the Letter of
Representations, Book-Entry Interests will be issued by the Depositary and
traded through the book-entry systems of the Depositary, and ownership of such
Book-Entry Interests shall be shown in, and the transfer of such ownership shall
be effected only through, records maintained by (i) the Depositary or (ii)
institutions that have accounts with the Depositary ("Participants"). Book-Entry
Interests shall be transferable only as units representing authorized
denominations of the Notes and in the manner contemplated by the Indenture.

          (b)    Except as provided in Section 2.05, no owner of Book-Entry
Interests shall be entitled to receive a Definitive Note on account of such
ownership or in exchange for beneficial interests in Global Notes and such
owner's interest therein shall be shown only in accordance with the procedures
set forth in the Letter of Representations.

SECTION 2.03 PROCEDURES IN THE EVENT OF AN EXCHANGE OFFER.

          Upon receipt by the Book-Entry Depositary or the Note Custodian as
holder of the Global Notes for on behalf of the Book-Entry Depositary of notice
of either the commencement of an Exchange Offer or the implementation of
arrangements permitting the resale by holders of Notes pursuant to the
registration provisions of the Securities Act, the Book-Entry Depositary or the
Note Custodian will forward to the Depositary materials relating to such
Exchange Offer or other arrangements with any additional instructions applicable
to

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owners of Book-Entry Interests. In the case of an Exchange Offer, upon notice by
the Depositary of the principal amount of Book-Entry Interests in the Regulation
S Global Note or the Rule 144A Global Note (as applicable) tendered in response
to the Exchange Offer, the Book-Entry Depositary or the Note Custodian shall (i)
deliver to the Trustee that portion of each Global Note with respect to which
Book-Entry Interests have been tendered and received in exchange therefor (to
the extent such portions of such Global Note are accepted pursuant to the
Exchange Offer) and shall receive from the Trustee a new Unrestricted Global
Note in like principal amount as the Book-Entry Interests tendered in respect of
such Global Notes which such new Unrestricted Global Note shall be substantially
in the form of the Global Note set out in Exhibit C of the Indenture, (ii) issue
to the applicable Depositary a new Certificateless Depositary Interest
representing an interest in the new Unrestricted Global Note, (iii) record any
changes in the principal amount of the Certificateless Depositary Interests
representing interests in each of the Regulation S Global Note, the Rule 144A
Global Note and the Unrestricted Global Note and (iv) notify the Depositary of
any such changes. Book-Entry Interests in each Unrestricted Global Note shall be
assigned a CUSIP number different from those assigned to Book-Entry Interests in
the Rule 144A Global Notes or the Regulation S Global Notes (if such
Unrestricted Global Note is not a Regulation S Global Note).

SECTION 2.04 RECORD OF TRANSFER OF THE CERTIFICATELESS DEPOSITARY INTERESTS.

          The Issuer hereby appoints the Book-Entry Depositary as its agent for
the sole purpose of maintaining at its Corporate Trust Office records in which
it shall (i) record the Depositary as the initial owners of the Certificateless
Depositary Interests, (ii) record the transfer of any Certificateless Depositary
Interests and (iii) record the increases and decreases in the principal amount
represented by Certificateless Depositary Interests in such Global Note. The
Certificateless Depositary Interests shall not be transferred (i) except as a
whole and only to a Depositary, (ii) unless such transfer is noted in the
records of the Book-Entry Depositary and (iii) unless such transfer is confirmed
by the Depositary and ownership of the Certificateless Depositary Interests are
transferred to and registered in the name of a Depositary, authorized by the
transferor Depositary and approved by the Issuer. The Book-Entry Depositary
shall not recognize any transfer or exchange of ownership of the Certificateless
Depositary Interests that does not comply with the provisions of this Section
2.04. The Book-Entry Depositary shall treat the Person in whose name a
Certificateless Depositary Interest is recorded in its records as the owner
thereof for all purposes whatsoever and shall not be bound or affected by any
notice to the contrary, other than an order of a court having jurisdiction over
the Book-Entry Depositary.

          The foregoing paragraph shall not (i) impose an obligation on the
Book-Entry Depositary or the Note Custodian to record the interests in or
transfers of Book-Entry Interests held by Participants in a Depositary or
Persons that may hold Book-Entry Interests through Participants in a Depositary
or (ii) restrict transfers of such Book-Entry Interests held by Participants in
a Depositary or such Persons.

          In connection with the Book-Entry Depositary's appointment as the
Issuer's agent under this Section 2.04, the Issuer shall have such rights and
obligations as regards removal of the Book-Entry Depositary and appointment of a
successor as are specified in Section 3.06 hereof.

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SECTION 2.05 TRANSFER OF THE GLOBAL NOTES.

          The Note Custodian shall hold each Global Note in custody for and on
behalf of the Book-Entry Depositary. Neither the Note Custodian nor the
Book-Entry Depositary shall transfer or lend any Global Note or any interest
therein except (i) as provided by Section 2.7 of the Indenture or Section 2.03
of this Agreement, (ii) a Global Note may be exchanged or replaced pursuant to
Section 2.8 of the Indenture, (iii) any Global Note may be delivered to the
Trustee for cancellation pursuant to Section 2.12 of the Indenture and (iv) that
Global Notes may be transferred as a whole (A) by the Book-Entry Depositary to a
nominee or custodian of the Book-Entry Depositary or (B) by a nominee or
custodian of the Book-Entry Depositary to the Book-Entry Depositary or, in the
case of each (A) and (B), to another successor of the Book-Entry Depositary or a
nominee or custodian of such successor, located outside Ireland who becomes such
a successor in accordance with the provisions of Sections 3.06 and 3.07 hereof.
Notwithstanding the foregoing, the Note Custodian and the Book-Entry Depositary
shall not under any circumstances surrender or deliver any Global Notes to a
Depositary. If (a) the Depositary notifies the Issuer at any time that it is
unwilling or unable to continue as depositary for Certificateless Depositary
Interests representing the Global Notes and a successor depositary is not
appointed within 90 days of such notification, (b) the Book-Entry Depositary
notifies the Issuer at any time that it is unwilling or unable to continue as
book-entry depositary and a successor book-entry depositary is not appointed by
issuer within 90 days, (c) the Depositary requests the issuance of Definitive
Notes following an Event of Default under the Indenture, (d) at any time if the
Issuer in its sole discretion determines and notifies the Trustee that it elects
to cause the issuance of Definitive Notes (in whole (but not in part)), (e) The
Depository Trust Company ceases to be registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, and a successor depositary is not
appointed within 90 days, or (f) an Event of Default occurs and is continuing
and the Issuer is required pursuant to the terms of the Indenture to exchange
all or part of a Global Note for one or more Definitive Notes, then the
Book-Entry Depositary shall promptly notify the Note Custodian and the Trustee
and request the Trustee to issue Definitive Notes in such names and
denominations as the Holder shall specify in accordance with Article Two of the
Indenture and the Book-Entry Depositary agrees that in such event it will
promptly surrender, or cause the Note Custodian to surrender, the Global Notes
held by it to the Trustee in connection with such exchange and that such Global
Notes will be cancelled upon issuance of such Definitive Notes. In no event will
Definitive Notes be issued in bearer form.

          Delivery of Definitive Notes pursuant to this Section 2.05 shall be
made free of any fees of the Book-Entry Depositary to the Depositary or the
beneficial owner thereof.

SECTION 2.06 CANCELLATION.

          If any Global Note is surrendered for payment or for redemption or
purchase by the Issuer of Notes evidenced thereby or for exchange for Definitive
Notes to any Person other than the Trustee, then such Global Note shall, subject
to the provisions of this Article II, become void and be delivered to the
Trustee for cancellation in whole or in part.

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SECTION 2.07 PAYMENTS IN RESPECT OF THE CERTIFICATELESS DEPOSITARY INTERESTS AND
GLOBAL NOTES.

          (a)    Whenever the Book-Entry Depositary shall receive from the
Trustee (or other paying agent appointed under the Indenture) any payment on any
Global Note, the amount so received shall be distributed promptly to the
Depositary entitled thereto on the corresponding payment date for such Global
Note. So long as DTC is the Depositary, such payments shall be made in
accordance with the Letter of Representations.

          (b)    The Book-Entry Depositary shall forward to the Issuer or its
agents such information from its records as the Issuer may reasonably request to
enable the Issuer or its agents or the Subsidiary Guarantor or its agents to
file necessary reports with governmental agencies and the Book-Entry Depositary,
the Issuer, the Subsidiary Guarantor or their agents may (but shall not be
required to) file any such reports necessary to obtain benefits under any
applicable tax treaties for the Depositary or beneficial owners of Book-Entry
Interests.

          (c)    None of the Issuer, the Subsidiary Guarantor, the Trustee, the
Book-Entry Depositary, the Note Custodian or any agent of the Issuer, the
Subsidiary Guarantor, the Trustee or the Book-Entry Depositary shall have any
responsibility or liability for any aspect of the records relating to payments
made by a Depositary (or its direct or indirect Participants) on account of
Book-Entry Interests or for maintaining, supervising or reviewing any records
relating to such Book-Entry Interests.

          (d)    Notwithstanding any other provision of this Agreement, the
Book-Entry Depositary shall be required to pay to any Depositary only amounts
(including Additional Amounts) received by the Book-Entry Depositary under a
Global Note in which such Depositary holds an interest.

SECTION 2.08 CHANGE IN PRINCIPAL AMOUNT OF GLOBAL NOTES.

          (a)    Upon transfer or exchange of a beneficial interest in one
Global Note for another Global Note as provided in Section 2.7 of the Indenture
or upon the issuance of Definitive Notes in accordance with Section 2.6 of the
Indenture, the Book-Entry Depositary shall adjust accordingly the principal
amounts of the Certificateless Depositary Interests and shall confirm such
adjustments with the applicable Depositary. The Book-Entry Depositary shall
present the Global Notes to the Trustee or its agent to reduce or increase the
principal amount thereof in accordance with Section 2.7 of the Indenture.

          (b)    In the event that the Issuer exercises any right of redemption
in respect of any Notes constituting all or any part of a Global Note or
purchases any Notes constituting all or any part of a Global Note pursuant to an
offer to purchase Notes pursuant to the Indenture, the Book-Entry Depositary
shall promptly cause the Note Custodian to request the Trustee to adjust its
records and request the Trustee to endorse the applicable Schedule to such
Global Note, in each case to reflect the reduction in the principal amount of
such Global Note as a result of such redemption or purchase. The redemption
price or purchase price payable in connection with the redemption or purchase of
a portion of such Global Note shall be equal to the amount received by the
Book-Entry Depositary in respect of the aggregate principal amount of the Notes
so

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redeemed or purchased. In addition, the Book-Entry Depositary shall cause the
Note Custodian to notify the Depositary of the principal amount redeemed and of
a corresponding reduction of the same principal amount of the applicable
Certificateless Depositary Interest. The Book-Entry Depositary shall pay all
such amounts received by it in connection with such redemption to the
Depositary.

          (c)    Whenever the principal amount at maturity of a Global Note is
changed by the Trustee, the Book-Entry Depositary shall cause the Note Custodian
to notify the Depositary in each case of the corresponding change in the
principal amount of the related Certificateless Depositary Interest.

SECTION 2.09 OFFER TO PURCHASE NOTES AND BOOK-ENTRY INTERESTS.

          Upon receipt by the Book-Entry Depositary as Holder of the Global Note
of a notice of redemption of the Notes pursuant to the Indenture, the Book-Entry
Depositary will forward such notice of redemption to the applicable Depositary
with any additional instructions applicable to owners of Book-Entry Interests.
Upon notice by the Depositary of the principal amount of Book-Entry Interests
tendered for purchase in response to such notice of redemption, the Book-Entry
Depositary will cause the Note Custodian to surrender the applicable Global Note
in accordance with the instructions set forth in the notice of redemption,
indicating the portion of the principal amount of the Global Note that is being
tendered for purchase pursuant to the notice of redemption. Upon receipt of any
payment resulting from the notice of redemption, the Book-Entry Depositary shall
pay any amounts received to the Depositary, indicate the principal amount of the
Global Note reduced by the Trustee in connection with the notice of redemption
and notify the Depositary of a corresponding reduction in the principal amount
of the applicable Certificateless Depositary Interest.

SECTION 2.10 TRANSFERS AND TRANSFER RESTRICTIONS.

          Transfers and exchanges of Book-Entry Interests of the kinds specified
in Section 2.7 of the Indenture shall be made only in accordance with said
Section 2.7 and the Letter of Representations.

          The parties hereto acknowledge that pursuant to arrangements with the
Depositary, during the Restricted Period, any trades in Book-Entry Interests in
a Regulation S Global Note shall only occur in or through accounts maintained at
Euroclear and Clearstream.

          Each owner of Book-Entry Interests in the Rule 144A Global Note
understands that such Book-Entry Interests have not been registered under the
Securities Act and may not be offered, resold, pledged or otherwise transferred
by such owner except (a)(i) to a person who such owner reasonably believes is a
qualified institutional buyer acquiring for its own account or the account of a
qualified institutional buyer in a transaction meeting the requirements of Rule
144A, (ii) in an offshore transaction meeting the requirements of Rule 903 or
Rule 904 of Regulation S, (iii) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 thereunder (if available) or (iv)
pursuant to an effective registration statement under the Securities Act and (b)
in accordance with all applicable securities laws of the states of the United
States and other jurisdictions.

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SECTION 2.11 RECORD DATE.

          Whenever any payment is to be made in respect of the Global Notes, the
Book-Entry Depositary or the Note Custodian shall receive notice of any action
to be taken by the Depositary or holders of Book-Entry Interests (such notice to
be given only through the Depositary), or whenever the Issuer otherwise deems it
appropriate in respect of any other matter, the Issuer shall fix a record date
for the determination of the aggregate principal amount of Global Notes
represented by Certificateless Depositary Interests or the holder who shall be
entitled to receive payment in respect of Certificateless Depositary Interests
or to take any such action or to act in respect of any such matter, which record
date shall at all times be the record date for the Global Notes. Subject to the
provisions of this Agreement, only the Depositary in whose names the
Certificateless Depositary Interests are recorded on the records of the
Book-Entry Depositary at the close of business on such record date shall be
entitled to receive any such payment, to give instructions as to such action or
to act in respect of any such matter.

SECTION 2.12 ACTION IN RESPECT OF THE CERTIFICATELESS DEPOSITARY INTERESTS OR
THE GLOBAL NOTES.

          As soon as practicable, but not later than 10 days after receipt by
the Book-Entry Depositary or the Note Custodian of notice of any solicitation of
consents or request for a waiver or other action by the Depositary or owners of
Book-Entry Interests or by the Book-Entry Depositary under this Agreement, the
Book-Entry Depositary shall mail to the Depositary a notice containing (a) such
information as is contained in the notice received, (b) a statement that the
Depositary at the close of business on a specified record date (established in
accordance with Section 2.11 hereof) will be entitled, subject to the provisions
of or governing the Certificateless Depositary Interests or Global Notes, as the
case may be, to instruct the Book-Entry Depositary as to the consent, waiver or
other action, if any, pertaining to the Certificateless Depositary Interests or
Global Notes, as the case may be, and (c) a statement as to the manner in which
such instructions may be given. Upon the written request of the Depositary
received on or before the date established by the Issuer for such purpose, the
Book-Entry Depositary shall, or if applicable, shall cause the Note Custodian
to, endeavor insofar as practicable and permitted under the provisions governing
the Certificateless Depositary Interests or Global Notes, as the case may be, to
take such action regarding the requested consent, waiver or other action in
respect of such Certificateless Depositary Interest or Global Note, as the case
may be, in accordance with any instructions set forth in such request. The
Book-Entry Depositary and the Note Custodian shall not themselves exercise any
discretion in the granting of consents or waivers or the taking of any other
action in respect of the Certificateless Depositary Interests, the Book-Entry
Interests or Global Notes.

SECTION 2.13 CHANGES AFFECTING THE GLOBAL NOTES.

          Upon any reclassification of the Global Notes or upon any merger or
consolidation or sale of substantially all the assets affecting the Issuer or to
which the Issuer is a party, any securities that shall be received by the
Book-Entry Depositary or the Note Custodian in exchange for or in respect of a
Global Note shall be treated as a new Global Note or as part of the Global Note
under this Agreement and any corresponding Certificateless Depositary Interest
shall thenceforth represent such Global Note, including such new securities so
received.

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SECTION 2.14 REPORTS.

          The Book-Entry Depositary and the Note Custodian will as soon as
practicable (and in no event later than 10 days from receipt) send to the
Depositaries a copy of any notices, reports and other communications received
relating to the Issuer, the Global Notes or the Book-Entry Interests.

SECTION 2.15 ADDITIONAL AMOUNTS.

          At least 10 days prior to the first date on which payment of
principal, premium, if any, or interest on the Notes is to be made, and at least
10 days prior to any subsequent such date if there has been any change with
respect to the matters set forth in the Officers' Certificate described in
Section 4.20 of the Indenture, the Issuer will furnish the Book-Entry Depositary
with an Officers' Certificate specifying whether such payment of principal,
premium, if any, or interest on the Notes and under the Subsidiary Guarantee
shall be made without withholding or deduction for, or on account of, any Taxes
and the amount, if any, required to be withheld on such payments and the amount,
if any, of additional amounts payable, net of amounts to which the Depositary or
owner of Book-Entry Interests is not entitled. The Book-Entry Depositary shall
have no responsibility for determining whether the Depositary or any owner of a
Book-Entry Interest is entitled to the payment of Additional Amounts, but shall
be entitled to rely conclusively for this purpose on the Officers' Certificate
or on certifications from the Depositary. The Issuer shall, prior to the date on
which the Book-Entry Depositary is required to make such payment, pay to the
Book-Entry Depositary amounts equal to any Additional Amounts payable on such
date by the Book-Entry Depositary under this Agreement. The Issuer shall
indemnify the Book-Entry Depositary for, and hold it harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by it
in reliance on any Officers' Certificate furnished to them pursuant to this
Section 2.15 or failure to furnish any such Officers' Certificate.
Notwithstanding anything to the contrary provided above, the Book-Entry
Depositary shall pay or cause to be paid Additional Amounts only out of funds
that shall be received by it from the Issuer or the Subsidiary Guarantor for
that purpose.

                                  ARTICLE THREE

                THE BOOK-ENTRY DEPOSITARY AND THE NOTE CUSTODIAN

SECTION 3.01 CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)    The Book-Entry Depositary and the Note Custodian undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. The Book-Entry Depositary may perform or execute any of its duties or
powers hereunder either directly or through its agents.

          The Book-Entry Depositary and the Note Custodian shall not incur any
liability to any Depositary with respect to any Certificateless Depositary
Interest, any owner of Book-Entry Interests or any other Person hereunder or in
connection herewith if, by reason of any provision of any present or future law
or regulation of any governmental or regulatory authority or

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securities exchange, or by reason of any act of God or war or other circumstance
beyond the control of the Book-Entry Depositary and the Note Custodian, the
Book-Entry Depositary and the Note Custodian shall be prevented or forbidden
from doing or performing any act or thing that the terms of this Agreement
provide shall be done or performed.

          The Book-Entry Depositary and the Note Custodian shall not be liable
under this Agreement other than by reason of their own bad faith, willful
misconduct or negligence in the performance of such duties as are specifically
set forth in this Agreement. The Book-Entry Depositary and the Note Custodian
shall not be liable for any damages resulting from the transfer or delivery of
the Book-Entry Interests in accordance with the terms of this Agreement. The
Book-Entry Depositary and the Note Custodian shall not be liable for any action
or inaction by them done in good faith reliance upon the written advice of legal
counsel. The Book-Entry Depositary and the Note Custodian may rely upon any
written notice, request, direction or other document believed by them in good
faith to be genuine and to have been signed or presented by the proper party or
parties.

          The Book-Entry Depositary and the Note Custodian assume no obligation
nor shall they be subject to any liability under this Agreement to any
Depositary or any owner of Book-Entry Interests or any other Person (including,
without limitation, liability with respect to the validity or worth of the
Notes), other than that they agree to use their good faith and reasonable care
in the performance of such duties as are specifically set forth in this
Agreement.

          The Book-Entry Depositary and the Note Custodian make no
representation or warranty and shall at no time have any responsibility for, or
liability or obligation in respect of, the legality, validity, binding effect,
adequacy or enforceability of the Notes, the performance and observance by the
Issuer of its obligations under the Notes or the recoverability of any sum of
interest and principal due or to become due from the Issuer in respect of the
Notes.

          The Book-Entry Depositary and the Note Custodian shall at no time have
any responsibility for, or obligation or liability in respect of, the financial
condition, creditworthiness, affairs, status or nature of the Issuer.

          The Book-Entry Depositary and the Note Custodian shall not be under
any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Note or in respect of the Book-Entry Interests, or
take any other action or omit to take any action under this Agreement, which in
their opinion may involve them in expense or liability, unless reasonable
security or indemnity against the cost, expenses and liabilities which may be
incurred by them in connection therewith is furnished.

          The Book-Entry Depositary and the Note Custodian shall not be liable
for any acts or omissions made by a successor depositary or successor note
custodian whether in connection with a previous act or omission of the
Book-Entry Depositary or Note Custodian or in connection with a matter arising
wholly after the removal or resignation of the Book-Entry Depositary or Note
Custodian, provided that the Book-Entry Depositary or Note Custodian, exercised
its good faith and reasonable care while it acted as Book-Entry Depositary or
Note Custodian, as the case may be.

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                                                                              12

          The Book-Entry Depositary and the Note Custodian may own and deal in
any class of securities of the Issuer and its affiliates and in interests in the
Book-Entry Interests. The Book-Entry Depositary and the Note Custodian may enter
into other dealings with the Issuer or any of its Affiliates of any nature
whatsoever.

SECTION 3.02 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.

          The recitals contained in the Indenture and in the Notes, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer or the Subsidiary Guarantor, as the case may be, and the Book-Entry
Depositary and the Note Custodian do not assume responsibility for their
correctness. The Book-Entry Depositary and the Note Custodian do not make
representations as to the validity or sufficiency of this Agreement or of the
Notes or of any offering materials. The Book-Entry Depositary and the Note
Custodian shall not be accountable for the use or application by the Issuer of
the proceeds with respect to the Notes.

SECTION 3.03 MONEY HELD IN TRUST.

          Money held by the Book-Entry Depositary or the Note Custodian in trust
hereunder need not be segregated from other funds held by the Book-Entry
Depositary or the Note Custodian, except to the extent required by law. The
Book-Entry Depositary and the Note Custodian shall not be under any obligation
to invest or pay interest on any money received by it hereunder, except as
otherwise agreed with the Depositary (or in the absence of such an agreement,
with the Issuer).

SECTION 3.04 COMPENSATION AND REIMBURSEMENT.

          The Issuer agrees:

          (a)    to pay to the Book-Entry Depositary and the Note Custodian from
     time to time such compensation as agreed between the Issuer and them in
     writing for all services tendered by the Book-Entry Depositary or the Note
     Custodian, as the case may be, hereunder (which compensation shall not be
     limited by any provision of law with regard to the compensation of a
     trustee of an express trust);

          (b)    to reimburse the Book-Entry Depositary and the Note Custodian
     and any predecessor Book-Entry Depositary or predecessor Note Custodian
     upon their request for all reasonable expenses, disbursements and advances
     incurred or made by the Book-Entry Depositary or by the Note Custodian in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and disbursements of its agents and counsel),
     except any such expense, disbursement or advance as may be attributable to
     its gross negligence or bad faith; and

          (c)    to indemnify the Book-Entry Depositary and its agents and the
     Note Custodian and any predecessor Book-Entry Depositary or predecessor
     Note Custodian for, and to hold them harmless against, any loss, liability
     or expense incurred without negligence or bad faith on their part, arising
     out of or in connection with the acceptance or administration of this
     Agreement and its duties hereunder, including the costs and

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                                                                              13

     expenses of defending themselves against or investigating any claim of
     liability in connection with the exercise or performance of any of their
     powers or duties hereunder.

          The obligations of the Issuer under this Section 3.04 to compensate
and indemnify the Book-Entry Depositary and the Note Custodian and any
predecessor Book-Entry Depositary or predecessor Note Custodian and to pay or
reimburse the Book-Entry Depositary and the Note Custodian and any predecessor
Book-Entry Depositary or predecessor Note Custodian for expenses, disbursements
and advances shall survive the payment of the Global Notes, resignation or
removal of the Book-Entry Depositary or the Note Custodian and satisfaction,
discharge or other termination of this Agreement.

          The Book-Entry Depositary and the Note Custodian shall not be
responsible for (1) taxes and other governmental charges or (2) such
registration fees as may from time to time be in effect for the registration of
transfers of interests in the certificated depositary interests.

SECTION 3.05 GLOBAL DEPOSITARIES REQUIRED; ELIGIBILITY.

          At all times when there is a Book-Entry Depositary and a Note
Custodian hereunder, each of them shall be a corporation organized and doing
business under the laws of a jurisdiction other than Ireland having, together
with its parent, a combined capital and surplus of at least $250,000,000,
subject to supervision or examination by the relevant governmental or regulatory
authority, and willing to act on reasonable terms. Such corporation will have
its principal place of business in New York City, as the case may be, if there
be such a corporation in such location willing to act upon reasonable and
customary terms and conditions. If such corporation, or its parent, publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 3.05, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Book-Entry Depositary or
the Note Custodian shall cease to be eligible in accordance with the provisions
of this Section 3.05, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article. The Book-Entry Depositary shall
have executed a Letter of Representations to DTC acceptable in form and
substance to DTC and the Issuer with respect to the Certificateless Book-Entry
Interests.

SECTION 3.06 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a)    No resignation or removal of the Book-Entry Depositary or the
Note Custodian and no appointment of a successor Book-Entry Depositary or a
successor Note Custodian pursuant to this Article Three shall become effective
until (i) the acceptance of appointment by the successor Book-Entry Depositary
or the successor Note Custodian, as the case may be, in accordance with the
applicable requirements of Section 3.07 hereof or (ii) the issuance of
Definitive Notes in accordance with Sections 2.05 and 2.08 hereof.

          (b)    The Book-Entry Depositary or the Note Custodian may resign with
respect to the Global Notes by giving written notice thereof to the Issuer and
the Depositary and the Trustee, in accordance with Section 4.01 and Section 4.02
hereof, 60 days prior to the effective date of such resignation. The Book-Entry
Depositary or the Note Custodian may be removed at

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                                                                              14

any time upon 90 days' notice by the filing with it and the Trustee of an
instrument in writing signed on behalf of the Issuer and specifying such removal
and the date when it is intended to become effective. If the instrument of
acceptance by a successor Book-Entry Depositary required by Section 3.08 hereof
shall not have been delivered to the Book-Entry Depositary within 30 days after
the giving of such notice of resignation, the resigning Book-Entry Depositary or
the resigning Note Custodian may petition any court of competent jurisdiction
for the appointment of a successor Book-Entry Depositary or a successor Note
Custodian, as applicable. If, at the end of 90 days after the delivery of such
notice, no successor depositary has been appointed and has accepted such
appointment, the Book-Entry Depositary may terminate this Agreement.

          (c)    If at any time:

          (1)    the Book-Entry Depositary or the Note Custodian shall cease to
     be eligible under Section 3.05 hereof, and shall fail to resign after
     written request therefor by the Issuer or by any Depositary; or

          (2)    the Book-Entry Depositary or the Note Custodian shall become
     incapable of acting with respect to the Certificateless Depositary
     Interests or shall be adjudged a bankrupt or insolvent, or a receiver or
     liquidator of the Book-Entry Depositary or the Note Custodian or of their
     respective property shall be appointed or any public officer shall take
     charge or control of the Book-Entry Depositary or the Note Custodian or of
     their respective property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, (i) the Issuer, by Board Resolution, may immediately
remove the Book-Entry Depositary or the Note Custodian and appoint a successor
Book-Entry Depositary or a successor Note Custodian or (ii) the Depositary, the
Book-Entry Depositary or the Note Custodian may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Book-Entry Depositary or the Note Custodian and the appointment
of a successor Book-Entry Depositary or a successor Note Custodian unless the
Definitive Notes have been issued in accordance with the Indenture. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Book-Entry Depositary or the Note Custodian and appoint a successor
Book-Entry Depositary or a successor Note Custodian.

          (d)    If the Book-Entry Depositary or the Note Custodian shall
resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of the Book-Entry Depositary or the Note Custodian for any cause, the
Issuer, by Board Resolution, shall promptly appoint a successor Book-Entry
Depositary or a successor Note Custodian (other than the Issuer) for the
Book-Entry Depositary or the Note Custodian and shall comply with the applicable
requirements of Section 3.07 hereof. If no successor Book-Entry Depositary or
successor Note Custodian with respect to the Global Notes shall have been so
appointed by the Issuer and accepted appointment in the manner required by
Section 3.07, any Holder may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Book-Entry Depositary or a successor Note Custodian unless Definitive
Notes have been issued in accordance with the Indenture.

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                                                                              15

          (e)    The Issuer shall give, or shall cause such successor Book-Entry
Depositary or successor Note Custodian to give, notice of each resignation and
each removal of a Book-Entry Depositary or a Note Custodian and each appointment
of a successor Book-Entry Depositary or a successor Note Custodian to the
applicable Holder in accordance with Section 4.02 hereof. Each notice shall
include the name of the successor Book-Entry Depositary or the successor Note
Custodian, as the case may be, and the address of its corporate trust office.

SECTION 3.07 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a)    In case of the appointment hereunder of a successor Book-Entry
Depositary or a successor Note Custodian, every such successor Book-Entry
Depositary or successor Note Custodian so appointed shall execute, acknowledge
and deliver to the Issuer and to the retiring Book-Entry Depositary or the
retiring Note Custodian an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Book-Entry Depositary or the retiring
Note Custodian shall become effective and such successor Book-Entry Depositary
or such successor Note Custodian, without any further act, deed or conveyance,
shall become vested with all the rights, powers, agencies and duties of the
retiring Book-Entry Depositary or the retiring Note Custodian, with like effect
as if originally named as the Book-Entry Depositary hereunder or the Note
Custodian hereunder but, on the request of the Issuer or a successor Book-Entry
Depositary or a successor Note Custodian, the retiring Book-Entry Depositary or
the retiring Note Custodian shall, upon payment of all amounts due and payable
to it pursuant to Section 3.04 hereof, execute and deliver an instrument
transferring to the successor Book-Entry Depositary or the successor Note
Custodian, as the case may be, all the rights and powers of the retiring
Book-Entry Depositary or the Note Custodian and shall duly assign, transfer and
deliver to the successor Book-Entry Depositary or the successor Note Custodian
all property and money held by the retiring Book-Entry Depositary hereunder or
the retiring Note Custodian hereunder and shall deliver the Global Notes to the
successor.

          (b)    Upon request of any such successor Book-entry Depositary or the
successor Note Custodian, the Issuer shall execute any and all instruments for
more fully and certainly vesting in and confirming to the successor Book-Entry
Depositary or the successor Note Custodian, as the case may be, all such rights,
powers and agencies referred to in paragraph (a) of this Section 3.07.

          (c)    No successor Book-Entry Depositary or successor Note Custodian
shall accept its appointment unless at the time of such acceptance such
successor Book-Entry Depositary or successor Note Custodian shall be eligible
under this Article Three.

          (d)    Upon acceptance of appointment by any successor Book-Entry
Depositary or successor Note Custodian as provided in this Section 3.07, the
Issuer shall give notice thereof to the Depositary in accordance with Section
4.02 hereof. If the acceptance of appointment is substantially contemporaneous
with the resignation of the Book-Entry Depositary or the Note Custodian, then
the notice called for by the preceding sentence may be combined with the notice
called for the Section 3.06 hereof. If the Issuer fails to give such notice
within 15 days after acceptance of appointment by a successor Book-Entry
Depositary or a successor Note Custodian, the successor Book-Entry Depositary or
the successor Note Custodian shall promptly cause such notice to be given at the
expense of the Issuer.

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                                                                              16

SECTION 3.08 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Book-Entry Depositary or the Note
Custodian may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Book-Entry Depositary or the Note Custodian shall be a party, or any
corporation succeeding to all or substantially all the agency business of the
Book-Entry Depositary or the Note Custodian, shall be the successor of the
Book-Entry Depositary hereunder or the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation shall be otherwise eligible under
this Article Three.

                                  ARTICLE FOUR

                            MISCELLANEOUS PROVISIONS

SECTION 4.01 NOTICES TO BOOK-ENTRY DEPOSITARY, NOTE CUSTODIAN OR ISSUER.

          Any request, demand, authorization, direction, notice, consent, waiver
or other document provided or permitted by this Agreement to be made upon, given
or furnished to, or filed with,

          (a)    the Book-Entry Depositary by the Depositary, the Trustee, the
Issuer or the Subsidiary Guarantor shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing and delivered (which may be by facsimile), couriered or
mailed and received, first-class postage prepaid, to the Book-Entry Depositary
at Corporate Trust and Agency Services, 100 Plaza One - MSJCY03-0603, Jersey
City, New Jersey, 07311, Attention: Susan Johnson (facsimile: +1-201-593-6443),
or at any other address previously furnished in writing by the Book-Entry
Depositary to the Depositary, the Trustee and the Issuer,

          (b)    the Issuer or any Subsidiary Guarantor, by the Book-Entry
Depositary shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or filed in writing and
delivered (which may be by facsimile), couriered or mailed and received,
first-class postage prepaid to MDP Acquisitions plc, Arthur Cox Building,
Earlsfort Terrace, Dublin 2, Ireland, Attention: Secretary (facsimile: +353 1
618 0618) with a copy (such copy not constituting notice) to Kirkland & Ellis,
200 East Randolph Drive, Chicago, Illinois, 60601, Attention: Dennis Myers
(facsimile: +1 312 861 2200)) or at any other address previously furnished in
writing to such Book-Entry Depositary by the Issuer or

          (c)    the Note Custodian by the Book-Entry Depositary at its
corporate trust office at Corporate Trust and Agency Services, 100 Plaza One -
MSJCY03-0603, Jersey City, New Jersey, 07311, Attention: Susan Johnson
(facsimile: +1-201-593-6443).

SECTION 4.02 NOTICE TO DEPOSITARY AND OWNERS; WAIVER.

          Where this Agreement provides for notice to a Depositary or owners of
Book-Entry Interests of any event, such notice shall be sufficiently given
(unless otherwise herein

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                                                                              17

expressly provided), if in writing and sent by facsimile transmission or
personally delivered, couriered or mailed, first-class postage prepaid, to the
Depositary at the address notified to the Book-Entry Depositary, in each case
not later than the latest date, and not earlier that the earliest date,
prescribed for the giving of such notice. Where this Agreement provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by the
Depositary shall be filed with the Book-Entry Depositary, but such filing shall
not be a condition precedent to the validity of any action taken in reliance
upon such waiver. So long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of that stock exchange so require, notices shall be also
published in a leading newspaper having general circulation in Luxembourg (which
is expected to be the LUXEMBURGER WORT) and such notice shall be deemed to have
been given on the date of such publication or, if published more than once on
different dates, on the first date on which publication is made.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Book-Entry
Depositary shall constitute a sufficient notification for every purpose
hereunder.

SECTION 4.03 EFFECT OF HEADINGS.

          The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

SECTION 4.04 SUCCESSORS AND ASSIGNS.

          All covenants and agreements of the Issuer in this Agreement and the
Notes shall bind the Issuer's successors and assigns, whether so expressed or
not.

SECTION 4.05 SEPARABILITY CLAUSE.

          In case any provision in this Agreement or in the Notes shall be
deemed invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof and thereof shall not in any
way be affected or impaired thereby.

SECTION 4.06 BENEFITS OF AGREEMENT.

          Nothing in this Agreement, the Notes or the Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any benefits or any legal or equitable right, remedy or
claim under this Agreement. The owners from time to time of the Book-Entry
Interests shall be parties to this Agreement and, by their acceptance of
delivery of the Book-Entry Interests, shall be deemed to be bound by all of the
terms and conditions hereof and of the Indenture and the Notes.

SECTION 4.07 GOVERNING LAW.

          This Agreement shall be governed by, and construed in accordance with,
the laws of the state of New York.

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                                                                              18

SECTION 4.08 JURISDICTION.

          By the execution and delivery of this Agreement, the Issuer (i)
acknowledges that it and the Subsidiary Guarantor have, by separate written
instrument, irrevocably designated and appointed National Registered Agents,
Inc. as its authorized agent upon which process may be serviced in any suit or
proceeding by either Book-Entry Depositary or the Note Custodian arising out of
this Agreement that may be instituted in any Federal or State court in the
Borough of Manhattan, The City of New York, and acknowledges that National
Registered Agents, Inc. has accepted such designation, (ii) submits to the
jurisdiction of any such court in any such suit or proceeding, and waives any
objection which it may now or hereafter have to the laying of venue of any such
proceeding or any claim of inconvenient forum and (iii) agrees that service of
process upon National Registered Agents, Inc. and written notice of said service
to it (couriered or mailed or delivered to its Secretary at its principal
office) shall be deemed in every respect effective service of process upon it in
any such suit or proceeding. The Issuer further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such appointment of National
Registered Agents, Inc. in full force and effect so long as this Agreement shall
be in full force and effect and so long as any Global Note shall be outstanding.

          To the extent that the Issuer has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution or otherwise) with respect to itself or its property, hereby
irrevocably waives such immunity in respect of its respective obligations under
this Agreement to the fullest extent permitted by law.

SECTION 4.09 COUNTERPARTS.

          This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

SECTION 4.10 INSPECTION OF AGREEMENT.

          A copy of this Agreement shall be available at all reasonable times
during normal business hours at the Corporate Trust Office of the Book-Entry
Depositary for inspection upon reasonable prior written notice by any owner of
Book-Entry Interests.

SECTION 4.11 SATISFACTION AND DISCHARGE.

          This Agreement upon a Company Order shall cease to be of further
effect, and the Book-Entry Depositary and the Note Custodian, at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Agreement, when (i) the Indenture has been satisfied and
discharged pursuant to the provisions thereof or Definitive Notes have been
issued and the Global Notes have been cancelled in accordance with the
provisions of Sections 2.05 or 2.06 hereof and the Indenture, (ii) the Issuer
has paid or caused to be paid all sums payable hereunder by the Issuer and (iii)
the Issuer has delivered to the Book-Entry Depositary an Officers' Certificate
and an Opinion of Counsel, stating that all conditions

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                                                                              19

precedent herein provided relating to the satisfaction and discharge of this
Agreement have been complied with.

SECTION 4.12 AMENDMENTS

          The Issuer, the Book-Entry Depositary and the Note Custodian may amend
this Agreement without the consent of any Depositary or the owners of Book-Entry
Interests:

          (a)    to cure any ambiguity, omissions, defect or inconsistency;

          (b)    to add to the covenants and agreements of the Book-Entry
Depositary or the Note Custodian or the Issuer;

          (c)    to effectuate the assignment of the rights and duties of the
Book-Entry Depositary or the Note Custodian to a qualified successor, as
provided herein;

          (d)    to comply with any requirements of the Securities and Exchange
Commission and the TIA; or

          (e)    to modify, alter, amend or supplement this Agreement in any
other manner that is not adverse to any Depositary or the owners of Book-Entry
Interests.

          Except as set forth in this Section 4.12, no amendment that adversely
affects any Depositary or the owners of Book-Entry Interests may be made to this
Agreement or the Book-Entry Interests without the consent of the applicable
Depositary or the owners of Book-Entry Interests.

SECTION 4.13 BOOK-ENTRY DEPOSITARY AND THE NOTE CUSTODIAN TO SIGN AMENDMENTS.

          The Book-Entry Depositary and the Note Custodian shall sign any
amendment authorized pursuant to Section 4.12 hereof if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Book-Entry
Depositary and the Note Custodian. If it does, the Book-Entry Depositary and the
Note Custodian may, but need not, sign it. In signing such amendment, the
Book-Entry Depositary and the Note Custodian shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, and shall be fully
protected in reasonably relying upon, an Officers' Certificate (which need only
cover the matters set forth in clause (a) below) and an Opinion of Counsel
stating that:

          (a)    such amendment is authorized or permitted by this Agreement;

          (b)    the Issuer has all necessary corporate power and authority to
execute and deliver the amendment and that the execution, delivery and
performance of such amendment has been duly authorized by all necessary
corporate action; and

          (c)    such amendment has been duly and validly executed and delivered
by the Issuer, and this Agreement together with such amendment constitutes a
legal, valid and binding obligation of the Issuer enforceable against the Issuer
in accordance with its terms, except as

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                                                                              20

such enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and
general equitable principles.

<Page>

                                                                              21

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

                                     MDP ACQUISITIONS PLC


                                     By:    /s/ SAMUEL M. MENCOFF
                                     Name:  Samuel M. Mencoff
                                     Title: Director


                                     By:    /s/ THOMAS S. SOULELES
                                     Name:  Thomas S. Souleles
                                     Title: Director


                                     DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS
                                          as Book-Entry Depositary


                                     By:    /s/ WANDA CAMACHO
                                     Name:
                                     Title:


                                     DEUTSCHE BANK TRUST COMPANY
                                     AMERICAS
                                         as Note Custodian


                                     By:    /s/ WANDA CAMACHO
                                     Name:
                                     Title: