Exhibit 2.17

INDENTURE

dated as of May 22, 2003

between

KAPPA BEHEER B.V.

and

KAPPA PACKAGING B.V.

and

THE BANK OF NEW YORK, LONDON BRANCH

---

€95,000,000 105/8% Class A Senior Subordinated Notes due 2009

(with authority to issue additional notes)

---

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

One Canada Square
Canary Wharf
London, E14 5DS

---



CROSS-REFERENCE TABLE

|Indenture
Trust Indenture Act Section |                    | Section
|------------------------------------- | ------------------ | -------
|§ 310                                 | (a)(1)             |        
|                                      | (a)(2)             |        
|                                      | (a)(3)             |        
|                                      | (a)(4)             |        
|                                      | (a)(5)             |        
|                                      | (b)                |        
|                                      | (c)                |        
|§ 311                                 | (a)                |        
|                                      | (b)                |        
|                                      | (c)                |        
|§ 312                                 | (a)                |        
|                                      | (b)                |        
|                                      | (c)                |        
|§ 313                                 | (a)                |        
|                                      | (b)(1)             |        
|                                      | (b)(2)             |        
|                                      | (c)                |        
|                                      | (a)                |        
|                                      | (d)                |        
|§ 314                                 | (a)                |        
|                                      | (a)(4)             |        
|                                      | (b)                |        
|                                      | (c)(1)             |        
|                                      | (c)(2)             |        
|                                      | (c)(3)             |        
|                                      | (d)                |        
|                                      | (e)                |        
|                                      | (f)                |        
|§ 315                                 | (a)                |        
|                                      | (b)                |        
|                                      | (c)                |        
|                                      | (d)                |        
|                                      | (e)                |        
|§ 316                                 | (a)(last sentence) |        
|                                      | (a)(1)(A)          |        
|                                      | (a)(1)(B)          |        
|                                      | (a)(2)             |        
|                                      | (b)                |        
|                                      | (c)                |        
|§ 317                                 | (a)(1)             |        
|                                      | (a)(2)             |        
|                                      | (b)                |        
|§ 318                                 | (a)                |        

---

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

---





TABLE OF CONTENTS

|ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE | 2                                                                        
|---------------------------------------------------- | -------------------------------------------------------------------------
|SECTION 1.01                                         | DEFINITIONS                                                              
|SECTION 1.02                                         | INCORPORATION BY REFERENCE TO TRUST INDENTURE ACT                        
|SECTION 1.03                                         | RULES OF CONSTRUCTION                                                    
|ARTICLE II THE NOTES                                 | 27                                                                       
|SECTION 2.01                                         | TITLE AND TERMS.                                                         
|SECTION 2.02                                         | DENOMINATIONS.                                                           
|SECTION 2.03                                         | EXECUTION, AUTHENTICATION, DELIVERY AND DATING.                          
|SECTION 2.04                                         | FORM OF NOTES                                                            
|SECTION 2.05                                         | TEMPORARY NOTES.                                                         
|SECTION 2.06                                         | REGISTER, REGISTRATION OF TRANSFER AND EXCHANGE.                         
|SECTION 2.07                                         | MUTILATED, DESTROYED, LOST AND STOLEN NOTES.                             
|SECTION 2.08                                         | PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.                          
|SECTION 2.09                                         | PERSONS DEEMED OWNERS.                                                   
|SECTION 2.10                                         | CANCELLATION.                                                            
|SECTION 2.11                                         | COMPUTATION OF INTEREST.                                                 
|SECTION 2.12                                         | "CUSIP" and/or "ISIN" Numbers.                                           
|SECTION 2.13                                         | BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES, CERTIFICATED NOTES.              
|SECTION 2.14                                         | TRANSFER AND EXCHANGE OF NOTES.                                          
|SECTION 2.15                                         | SPECIAL TRANSFER PROVISIONS.                                             
|SECTION 2.16                                         | ISSUANCE OF ADDITIONAL NOTES.                                            
|SECTION 2.17                                         | [INTENTIONALLY LEFT BLANK]                                               
|SECTION 2.18                                         | PAYING AGENT TO HOLD MONEY IN TRUST                                      
|SECTION 2.19                                         | TRUSTEE'S REQUIREMENTS REGARDING PAYING AGENTS                           
|SECTION 2.20                                         | STATUS                                                                   
|SECTION 2.21                                         | PROOF                                                                    
|SECTION 2.22                                         | REDENOMINATION IN GUILDERS                                               
|ARTICLE III REDEMPTION OF NOTES                      | 39                                                                       
|SECTION 3.01                                         | RIGHT OF REDEMPTION.                                                     
|SECTION 3.02                                         | NOTICES TO TRUSTEE                                                       
|SECTION 3.03                                         | SELECTION OF NOTES TO BE REDEEMED                                        
|SECTION 3.04                                         | NOTICE OF REDEMPTION                                                     
|SECTION 3.05                                         | EFFECT OF NOTICE OF REDEMPTION                                           
|SECTION 3.06                                         | DEPOSIT OF REDEMPTION PRICE                                              
|ARTICLE IV COVENANTS                                 | 42                                                                       
|SECTION 4.01                                         | GENERAL                                                                  
|SECTION 4.02                                         | MAINTENANCE OF OFFICE OR AGENCY; EXCHANGE LISTING                        
|SECTION 4.03                                         | PAYMENT OF NOTES.                                                        
|SECTION 4.04                                         | FINANCIAL REPORTS.                                                       
|SECTION 4.05                                         | LIMITATION ON INDEBTEDNESS.                                              
|SECTION 4.06                                         | LIMITATION ON RESTRICTED PAYMENTS                                        
|SECTION 4.07                                         | LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.
|SECTION 4.08                                         | LIMITATION ON ASSET DISPOSITIONS.                                        
|SECTION 4.09                                         | LIMITATION ON AFFILIATE TRANSACTIONS.                                    
|SECTION 4.10                                         | CHANGE OF CONTROL.                                                       
|                                                     |                                                                          

i

---



|SECTION 4.11                        | LIMITATION ON BUSINESS ACTIVITIES                                                | 59
|----------------------------------- | -------------------------------------------------------------------------------- | --
|SECTION 4.12                        | LIMITATION ON LIENS                                                              | 59
|SECTION 4.13                        | CORPORATE EXISTENCE                                                              | 59
|SECTION 4.14                        | PAYMENT OF TAXES AND OTHER CLAIMS.                                               | 60
|SECTION 4.15                        | MAINTENANCE OF PROPERTIES AND INSURANCE                                          | 60
|SECTION 4.16                        | COMPLIANCE WITH LAWS.                                                            | 60
|SECTION 4.17                        | FURTHER INSTRUMENTS AND ACTS.                                                    | 61
|SECTION 4.18                        | LIMITATION OF ISSUANCES OF CERTAIN GUARANTEES                                    | 61
|SECTION 4.19                        | ADDITIONAL AMOUNTS                                                               | 61
|ARTICLE V                           | 63                                                                              
|SECTION 5.01                        | MERGERS; SUCCESSOR CORPORATION                                                   | 63
|ARTICLE VI DEFAULT AND REMEDIES     | 64                                                                              
|SECTION 6.01                        | EVENTS OF DEFAULT                                                                | 64
|SECTION 6.02                        | ACCELERATION                                                                     | 65
|SECTION 6.03                        | OTHER REMEDIES                                                                   | 66
|SECTION 6.04                        | WAIVER OF PAST DEFAULT                                                           | 66
|SECTION 6.05                        | CONTROL BY MAJORITY                                                              | 67
|SECTION 6.06                        | LIMITATION ON SUITS                                                              | 67
|SECTION 6.07                        | RIGHTS OF HOLDERS TO RECEIVE PAYMENT                                             | 67
|SECTION 6.08                        | COLLECTION SUIT BY TRUSTEE                                                       | 67
|SECTION 6.09                        | TRUSTEE MAY FILE PROOFS OF CLAIM                                                 | 68
|SECTION 6.10                        | PRIORITIES                                                                       | 68
|SECTION 6.11                        | PRESCRIPTION                                                                     | 68
|ARTICLE VII TRUSTEE                 | 68                                                                              
|SECTION 7.01                        | DUTIES OF TRUSTEE                                                                | 68
|SECTION 7.02                        | RIGHTS OF TRUSTEE                                                                | 70
|SECTION 7.03                        | INDIVIDUAL RIGHTS OF TRUSTEE                                                     | 72
|SECTION 7.04                        | TRUSTEE'S DISCLAIMER                                                             | 73
|SECTION 7.05                        | NOTICE OF DEFAULTS/ACCELERATION                                                  | 73
|SECTION 7.06                        | REPORTS BY TRUSTEE TO HOLDERS                                                    | 73
|SECTION 7.07                        | COMPENSATION AND INDEMNITY                                                       | 73
|SECTION 7.08                        | REPLACEMENT OF TRUSTEE                                                           | 75
|SECTION 7.09                        | ELIGIBILITY; DISQUALIFICATION                                                    | 75
|SECTION 7.10                        | PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER OR THE SUBSIDIARY GUARANTOR | 76
|ARTICLE VIII SUBORDINATION OF NOTES | 76                                                                              
|SECTION 8.01                        | AGREEMENT TO SUBORDINATE                                                         | 76
|SECTION 8.02                        | LIQUIDATION, DISSOLUTION, BANKRUPTCY                                             | 76
|SECTION 8.03                        | DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.                                       | 77
|SECTION 8.04                        | ACCELERATION OF PAYMENT OF NOTES.                                                | 77
|SECTION 8.05                        | SUBROGATION.                                                                     | 78
|SECTION 8.06                        | RELATIVE RIGHTS.                                                                 | 78
|SECTION 8.07                        | SUBORDINATION MAY NOT BE IMPAIRED BY ISSUER.                                     | 78
|SECTION 8.08                        | RIGHTS OF TRUSTEE AND PAYING AGENT.                                              | 78
|SECTION 8.09                        | DISTRIBUTION OR NOTICE TO REPRESENTATIVE.                                        | 78
|SECTION 8.10                        | ARTICLE EIGHT NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO ACCELERATE.     | 79
|SECTION 8.11                        | TRUST MONEYS NOT SUBORDINATED.                                                   | 79
|SECTION 8.12                        | TRUSTEE ENTITLED TO RELY.                                                        | 79
|                                    |                                                                                  |   

ii

---



|SECTION 8.13                                                  | TRUSTEE TO EFFECTUATE SUBORDINATION.                                      | 79
|------------------------------------------------------------- | ------------------------------------------------------------------------- | --
|SECTION 8.14                                                  | TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.                 | 80
|SECTION 8.15                                                  | RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS.   | 80
|ARTICLE IX DISCHARGE OF INDENTURE; DEFEASANCE                 | 80                                                                       
|SECTION 9.01                                                  | TERMINATION OF ISSUER'S OBLIGATIONS                                       | 80
|SECTION 9.02                                                  | APPLICATION OF TRUST MONEY                                                | 82
|SECTION 9.03                                                  | REPAYMENT TO THE ISSUER                                                   | 82
|SECTION 9.04                                                  | REINSTATEMENT                                                             | 82
|SECTION 9.05                                                  | ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE                                    | 83
|ARTICLE X AMENDMENTS, SUPPLEMENTS AND WAIVERS                 | 83                                                                       
|SECTION 10.01                                                 | WITHOUT CONSENT OF HOLDERS                                                | 83
|SECTION 10.02                                                 | WITH CONSENT OF HOLDERS                                                   | 83
|SECTION 10.03                                                 | COMPLIANCE WITH TRUST INDENTURE ACT                                       | 85
|SECTION 10.04                                                 | REVOCATION AND EFFECT OF CONSENTS                                         | 85
|SECTION 10.05                                                 | TRUSTEE TO SIGN AMENDMENTS, ETC.                                          | 85
|ARTICLE XI GUARANTEE                                          | 85                                                                       
|SECTION 11.01                                                 | GUARANTEE.                                                                | 85
|SECTION 11.02                                                 | ENFORCEMENT OF SUBSIDIARY GUARANTEE                                       | 86
|SECTION 11.03                                                 | SUBORDINATION OF SUBSIDIARY GUARANTEE.                                    | 87
|SECTION 11.04                                                 | SEVERABILITY.                                                             | 88
|SECTION 11.05                                                 | RELEASE OF SUBSIDIARY GUARANTOR FROM THE SUBSIDIARY GUARANTEE             | 88
|SECTION 11.06                                                 | WAIVER OF SUBROGATION.                                                    | 88
|SECTION 11.07                                                 | EXECUTION OF SUBSIDIARY GUARANTEE.                                        | 89
|SECTION 11.08                                                 | WAIVER OF STAY OR EXECUTION LAWS.                                         | 89
|SECTION 11.09                                                 | EFFECTIVENESS OF SUBSIDIARY GUARANTEE.                                    | 89
|ARTICLE XII SUBORDINATION OF SUBSIDIARY GUARANTEE OBLIGATIONS | 89                                                                       
|SECTION 12.01                                                 | AGREEMENT TO SUBORDINATE                                                  | 89
|SECTION 12.02                                                 | LIQUIDATION, DISSOLUTION, BANKRUPTCY                                      | 90
|SECTION 12.03                                                 | DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS                                 | 90
|SECTION 12.04                                                 | PAYMENT OF SUBSIDIARY GUARANTEE                                           | 91
|SECTION 12.05                                                 | SUBROGATION                                                               | 91
|SECTION 12.06                                                 | RELATIVE RIGHTS                                                           | 92
|SECTION 12.07                                                 | SUBORDINATION MAY NOT BE IMPAIRED BY SUBSIDIARY GUARANTOR                 | 92
|SECTION 12.08                                                 | RIGHTS OF TRUSTEE AND PAYING AGENT                                        | 92
|SECTION 12.09                                                 | ARTICLE XII NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO ACCELERATE | 92
|SECTION 12.10                                                 | TRUST MONEYS NOT SUBORDINATED                                             | 92
|SECTION 12.11                                                 | TRUSTEE ENTITLED TO RELY                                                  | 93
|SECTION 12.12                                                 | RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS    | 93
|ARTICLE XIII MISCELLANEOUS                                    | 93                                                                       
|SECTION 13.01                                                 | TRUST INDENTURE ACT CONTROLS                                              | 93
|SECTION 13.02                                                 | NOTICES                                                                   | 94
|SECTION 13.03                                                 | COMMUNICATIONS BY HOLDER WITH OTHER HOLDERS                               | 95
|SECTION 13.04                                                 | CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT                        | 95
|                                                              |                                                                           |   

iii

---



|SECTION 13.05 | STATEMENTS REQUIRED IN CERTIFICATE OR OPINION                      | 95
|------------- | ------------------------------------------------------------------ | --
|SECTION 13.06 | RULES FOR MEETINGS OF HOLDERS; RULES BY PAYING AGENT AND REGISTRAR | 96
|SECTION 13.07 | GOVERNING LAW                                                      | 96
|SECTION 13.08 | JURISDICTION, PROCEEDINGS, SERVICE OF PROCESS                      | 96
|SECTION 13.09 | SUCCESSORS                                                         | 96
|SECTION 13.10 | COUNTERPART ORIGINALS                                              | 96
|SECTION 13.11 | SEVERABILITY                                                       | 96
|SECTION 13.12 | NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS                      | 97
|SECTION 13.13 | LEGAL HOLIDAYS                                                     | 97
|SECTION 13.14 | JUDGMENT CURRENCY                                                  | 97
|SECTION 13.15 | THIRD PARTY RIGHTS                                                 | 97



|EXHIBIT A  | Form of Face of Note                                                                                   | 99 
|---------- | ------------------------------------------------------------------------------------------------------ | ---
|EXHIBIT B  | FORM OF TRANSFER CERTIFICATERESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY                | 113
|           | (Transfers pursuant to Sections 2.14(b)(ii) of the Indenture)                                          | 113
|EXHIBIT C  | FORM OF TRANSFER CERTIFICATERESTRICTED GLOBAL SECURITY TO UNRESTRICTED GLOBAL SECURITY                | 115
|           | (Transfers Pursuant to Sections 2.14(b)(iii) of the Indenture)                                         | 115
|EXHIBIT D  | FORM OF TRANSFER CERTIFICATEREGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY                | 117
|           | (Transfers to QIBs Pursuant to Sections 2.14(b)(iv) of the Indenture)                                  | 117
|EXHIBIT E  | FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS | 119
|           | (Transfers Pursuant to Section 2.15 of the Indenture)                                                  | 119
|SCHEDULE 1 | PROVISIONS FOR MEETINGS OF HOLDERS                                                                     | 121

iv

---





INDENTURE dated as of May 22, 2003, between Kappa Beheer B.V., a private company with limited liability organised under the laws of The Netherlands (the
"Issuer" (as more fully defined below)), Kappa Packaging B.V. (the "Subsidiary Guarantor"), a private
company with limited liability organised under the laws of The Netherlands and The Bank of New York, a company organised under the laws of the State of New York, acting through its London branch (the
"Trustee" (as more fully defined below)).

RECITALS OF THE ISSUER AND SUBSIDIARY GUARANTOR

The Issuer has duly authorised the creation of an issue of €95,000,000 Class A 105/8% Senior Subordinated Notes due 2009
(the "Notes" (as more fully defined below)) and the Subsidiary Guarantor has duly authorised the guarantee of the Notes; and, to provide therefor, each
of the Issuer and the Subsidiary Guarantor has duly authorised the execution and delivery of this Indenture.

All
things necessary to make the Notes, when duly issued and executed by the Issuer and authenticated and delivered hereunder, and the Subsidiary Guarantee of the Subsidiary Guarantor,
the valid obligations of the Issuer and the Subsidiary Guarantor respectively and to make this Indenture a valid and binding agreement of the Issuer and the Subsidiary Guarantor, have been done.

Each
party hereto agrees as follows for the benefit of each other party and for the equal and rateable benefit of the Holders of the Notes:

NOW,
THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows:

1

---



ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    DEFINITIONS

"1999 Indentures" means collectively, the indenture governing the Issuer's €370,000,000 105/8% Senior
Subordinated Notes due 2009, dated as of July 23, 1999 between the Issuer, the Subsidiary Guarantor, Kappa Holding B.V. ("Kappa Holding") and The Bank of New York, as trustee, as amended; the
indenture governing the Issuer's €145,000,000 121/2% Senior Subordinated Discount Notes due 2009, dated as of July 23, 1999 between the Issuer, the Subsidiary
Guarantor, Kappa Holding and The Bank of New York, as trustee, as amended; and the indenture governing the Issuer's $100,000,000 105/8% Senior Subordinated Notes due 2009, dated as of
July 23, 1999 between the Issuer, the Subsidiary Guarantor, Kappa Holding and The Bank of New York, as trustee.

"1999 Trustees" means, collectively, the trustees under the 1999 Indentures.

"Acquired Indebtedness" means, with respect to any specified Person:



"Acquisition" means the acquisition by the Issuer's Subsidiaries of those companies carrying on the paper and board connecting businesses
of NV Koninklijke KNP BT, completed on and with effect from May 31, 1998.

"Additional Amounts" has the meaning specified in Section 4.19.

"Additional Assets" means any:



provided,
that any such Restricted Subsidiary described in clauses (b) and (c) is primarily engaged in Permitted Businesses.

"Additional Notes" means additional Notes of the Issuer issued after the Existing Notes Issue Date (up to an aggregate principal amount no
greater than 50% of the then aggregate principal amount outstanding of the Notes) pursuant to Section 2.16 of this Indenture.

"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.

"Agency Agreement" means the agreement appointing the initial Paying Agents (including the Principal Paying Agent (as defined therein))
and the Registrar in relation to the Notes for the purposes

2

---



specified
therein and any other agreement for the time being in force appointing successor paying agents and/ or registrar in relation to the Notes, or in connection with their duties, the terms of
which have previously been approved in writing by the Trustee, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the
aforesaid agreements in relation to the Notes.

"Agent" means any Registrar or Paying Agent.

"Agent Member" means any member of, or participant in, such Common Depositary.

"Appointee" means any attorney, manager, agent, delegate or other person appointed by the Trustee under this Indenture.

"Asset Disposition" means any direct or indirect sale, lease, transfer, conveyance or other disposition (or series of related sales,
leases, transfers, conveyances or dispositions) of shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares), property or other assets (each referred to for the
purposes of this definition as a "disposition") by the Issuer or any Restricted Subsidiary (including any disposition by means of a merger, consolidation or similar transaction) involving an amount in
excess of NLG 20 million other than:



provided,
that for purposes of the definition of Consolidated Coverage Ratio, Asset Disposition shall include all such asset dispositions regardless of amount.

"Asset Swap" means, concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and
cash or Temporary Cash Investments between the Issuer

3

---



or
any of its Restricted Subsidiaries and another Person; provided, that any cash received must be applied in accordance with Section 4.08.

"Auditors" means the auditors for the time being of the Issuer or the Subsidiary Guarantor, as the case may be, or, in the event of their
being unable or unwilling promptly to carry out any action requested of them pursuant to the provisions of this Indenture, such other firm of accountants as may be nominated by the Issuer or the
Subsidiary Guarantor, as the case may be and approved in writing by the Trustee (or, failing any such nomination by the Issuer or the Subsidiary Guarantor, as the case may
be, within a reasonable period or approval, nominated by the Trustee) for the purposes of this Indenture.

"Average Life" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (x) the
sum of the products of the numbers of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or scheduled redemption, multiplied by the
amount of such payment, by (y) the sum of all such payments.

"Bank Indebtedness" means any and all Indebtedness and other amounts payable under or in respect of the Senior Credit Agreement including
principal, premium (if any), interest (including interest accruing at the contract rate specified in the Senior Credit Agreement (including any rate applicable upon default)) and amounts due under the
security documents related thereto, on or after the filing of any petition in bankruptcy, or the commencement of any similar state, federal or foreign reorganisation or liquidation proceeding,
relating to the Issuer and interest (that would accrue but for the commencement of such proceeding whether or not a claim for post-filing interest is allowed in such proceedings)) fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

"Bankruptcy Law" means (to the extent applicable) (i) Title 11 of the U.S. Bankruptcy Code, (ii) the Insolvency Act 1986
(together with the rules and regulations made pursuant thereto) or (iii) any other law of the United States or the United Kingdom or any political subdivision thereof or any other applicable
jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganisation or relief of debtors.

"Beheer Shareholder Loan" means the 9.21% junior subordinated loans made by the Parent to the Issuer on July 27, 1998, in an
aggregate principal amount of NLG 440 million.

"Board of Directors" means the supervisory board of the Parent or any committee thereof duly authorised to act on behalf of such board.

"Board Resolution" means a duly adopted resolution of the Board of Directors in full force and effect at the time of determination and
certified as such by the Secretary or an Assistant Secretary of the Parent.

"Bund Rate" means the rate per annum equal to the equivalent yield to maturity as of the redemption date of the Comparable German Bund
Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where:



4

---





"Business Day" means any day on which commercial banking institutions are open for business in New York City, London, and The Netherlands.

"Capitalised Lease Obligation" means an obligation that is required to be classified and accounted for as a capitalised lease for
financial reporting purposes in accordance with GAAP. The amount of Indebtedness represented by such obligation shall be the capitalised amount of such obligation determined in accordance with GAAP.
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.

"Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests (including partnership interests) in, (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into or
exchangeable for such equity.

"Certificated Note" means any certificated Note in registered definitive form.

"Clearstream" means Clearstream Banking, société anonyme.

"Code" means the U.S. Internal Revenue Code of 1986, as amended, and U.S. Treasury regulations promulgated thereunder.

"Common Depositary" means The Bank of New York, as common depositary for Euroclear and/or Clearstream, together with its successors in
such capacity.

"Consolidated Coverage Ratio" as of any date of determination (the "Transaction Date")
means the ratio of (x) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters for which financial statements are internally available to (y) Consolidated
Interest Expense for such four fiscal quarters; provided, that:



5

---





For
purposes of this definition, whenever pro forma effect is to be given to an Investment or an acquisition of assets, the amount of income or earnings relating thereto and the amount
of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or
accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Protection Agreement applicable to such Indebtedness if such
Interest Rate Protection Agreement has a remaining term as at the Transaction Date in excess of 12 months). For purposes of this definition, whenever pro forma effect is to be given to any
Indebtedness Incurred pursuant to a revolving credit facility the amount outstanding under such Indebtedness shall be equal to the average of the amount outstanding during the period commencing on the
first day of the first of the four most recent fiscal quarters for which financial statements are internally available and ending on the date of determination.

6

---



"Consolidated Interest Expense" means, for any period, the sum of:



provided,
however, that, except for purposes of the definition of EBITDA (i) the accrual of interest, the payment of interest on any Indebtedness in the form of Indebtedness with the same
terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same series and with the same terms as such Disqualified Stock, in each case solely in respect of the
Beheer Shareholder Loan or any Parent Subordinated Indebtedness shall not be included in Consolidated Interest Expense, (ii) debt issuance costs or the amortisation thereof shall not constitute
Consolidated Interest Expense and (iii) the amortisation of fees paid at the time of entering into Hedging Obligations shall not be included in Consolidated Interest Expense.

"Consolidated Net Income" means, for any period, the net income (loss) of the Issuer, and its consolidated Subsidiaries, provided,
however, that there shall not be included in determining such Consolidated Net Income:



7

---





Notwithstanding
the foregoing, for the purposes of Section 4.06 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted
pursuant to Section 4.06(b)(iii)(D).

"Consolidated Tangible Assets" means, as of any date of determination, the total assets, less goodwill and other intangibles (other than
patents, trademarks, copyrights, licenses and other intellectual property) shown on the balance sheet of the Issuer and its Restricted Subsidiaries for the most recently ended fiscal quarter for which
financial statements are available, determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries, as set forth on the
Issuer's most recent consolidated balance sheet.

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

"Custodian" means any receiver, administrative receiver, liquidator, administrator, trustee, manager or similar official.

8

---



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

"Designated 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) or of a country of Western Europe, as the case may be, for the payment of which the full faith and credit of the United
States of America or of a country of Western Europe, as the case may be, is pledged and which are not callable at the issuer's option.

"Designated Non-Cash Contribution" means any non-cash contribution with respect to the Capital Stock of the
Issuer.

"Designated Senior Indebtedness" means:



"Disqualified Stock" of a Person, with respect to any Person, means any Capital Stock which by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:



and
any Preferred Stock of a Restricted Subsidiary of such Person, provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the first anniversary of the Stated
Maturity of the Notes shall not constitute Disqualified Stock if:



If
Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Issuer or any Subsidiary in order to satisfy applicable statutory or regulatory obligations.

9

---



"EBITDA" for any period means the sum of Consolidated Net Income plus the following to the extent deducted in calculating such
Consolidated Net Income:



"Established Rate" means the irrevocably fixed rate for the conversion of Guilders (including compliance with rules relating to rounding
in accordance with applicable European Union regulations) into Euro adopted by the Council of the European Union pursuant to the Treaty.

"Euro" means the single currency introduced at the start of the third stage of economic and monetary union pursuant to the Treaty.

"Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear system.

"Event of Default" has the meaning set forth in Section 6.01.

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

"Existing Notes" means the notes issued under the 1999 Indentures.

"Existing Notes Issue Date" means July 23, 1999, the first date on which the Existing Notes were issued.

"Extraordinary Resolution" has the meaning set forth in paragraph 19 of Schedule 1.

"fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined
by the Board of Directors acting reasonably and in good faith and shall be evidenced by a Board Resolution delivered to the Trustee.

"GAAP" means generally accepted accounting principles in The Netherlands.

"Global Note" means a registered global note without coupons attached, representing all or a part of the Notes substantially in the form
of Exhibit A attached hereto.

"Group" means the Parent and its Subsidiaries from time to time, including, for the avoidance of doubt, the Issuer.

10

---



"Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:



provided,
however, that the term "Guarantee" shall not include:



"Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Protection Agreement or Currency
Exchange Protection Agreement or other similar agreement or arrangement involving interest rates, currencies, commodities or otherwise.

"Holder" means the Person in whose name a Note is registered in the Register.

"Holding Company" of any Person means any corporation, association, partnership or other business entity, which owns or controls more than
50% of the total voting power of shares of voting stock directly or indirectly of such Person or, in the case of the Issuer, any Person in respect of which the Issuer is a Subsidiary.

"Indebtedness" means, with respect to any Person on any date of determination (without duplication):



11

---





if
and to the extent any of the foregoing items (other than letters of credit, Capitalised Lease Obligations, and Hedging Obligations which shall in any event be included in the definition of
Indebtedness) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP.

For
purposes of this definition, the obligation of such person with respect to the redemption, repayment or repurchase price of any Disqualified Stock that does not have a fixed
redemption, repayment or repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on
which Indebtedness shall be required to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock is not then permitted to be redeemed, repaid or repurchased, the
redemption, repayment or repurchase price shall be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. The amount of Indebtedness of any
Person at any date
shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the amount of liability required by GAAP to be accrued or
reflected on the most recently published balance sheet of such Person; provided, that:



"Indenture" means this Indenture including the Schedules, as amended or supplemented from time to time.

"Initial Global Note" means the Regulation S Global Note as defined in Section 2.04.

"Initial Notes" means the €95,000,000 105/8% Class A Senior Subordinated Notes due 2009 of the
Issuer issued under this Indenture on the Issue Date.

"Initial Purchaser" means Barclays Bank plc, acting through its London branch.

"Institutional Accredited Investor" means an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3) or
(7) of Regulation S under the Securities Act).

12

---



"Intercreditor Deed" means the Intercreditor Agreement dated May 17, 2001 relating to an Amended and Restated Intercreditor Deed
dated July 23, 1998 as amended on September 3, 1998, amended and restated on July 23, 1999 (pursuant to an amendment and restatement deed (the
"Deed")) and further amended on May 17, 2001 among, inter alias, the Subsidiary Guarantor and the Issuer, and as may be further amended, varied,
restated, novated or supplemented from time to time in accordance with its terms, which sets out, inter alia, the respective rights of certain creditors (including the Holders) of the Issuer and its
Subsidiaries as regards ranking of debts and enforcement and to which the Trustee became a party by executing the Deed.

"Interest Bearing Note Applicable Premium" means, with respect to a Note on any Redemption Date, the greater of:



"Interest Payment Date" means the stated maturity of an instalment of interest on the Notes.

"Interest Rate Protection Agreement" means, in respect of any Person, any interest rate swap agreement, interest rate option agreement,
interest rate cap agreement, interest rate collar agreement, interest rate floor agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in interest
rates.

"Investment" by any Person in any other Person means any direct or indirect advance, loan (other than advances to customers or suppliers
in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such former Person) or other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued by such latter Person that are or would be classified as investments on a balance sheet of such former Person prepared in
accordance with GAAP. In determining the amount of any Investment in respect of any property or assets other than cash, such property or asset shall be valued at its fair market value at the time of
such Investment (unless otherwise specified in this definition), as determined in good faith by the Board of Directors. For purposes of the definitions of "Unrestricted Subsidiary", "Restricted
Payment" and "Permitted Investment" and Section 4.06:



13

---





"Issue Date" means May 22, 2003.

"Issuer" means the party named as the "Issuer" in the first paragraph of this Indenture until a successor replaces such party pursuant to
the applicable provisions of Article Five, and thereafter "Issuer" shall mean such successor.

"Issuer Order" or "Issuer Request" means a written request or order signed in the name of
the Issuer by any two Officers of the Issuer and delivered to the Trustee.

"Liability" means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever
(including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees
and expenses on a full indemnity basis.

"Lien" means any, mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

"Maturity Date" means the date, which is set forth on the face of the Notes, on which the Notes will mature.

"Net Available Cash" from an Asset Disposition means the aggregate amount of cash or Temporary Cash Investments received in respect of an
Asset Disposition (including any cash payments received by
way of deferred payment of principal pursuant to a note or instalment receivable or otherwise and any cash received upon the sale or other disposition of any Permitted Non-Cash
Consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to such
properties or assets or received in any other non-cash form) therefrom, in each case net of:



"Net Cash Proceeds" with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, printing costs, underwriters' or placement agents' fees, discounts or commissions and brokerage stock exchange listing fees, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

"Notes" means the Initial Global Notes, the Unrestricted Global Notes and Additional Notes (if any), treated as a single class of Notes,
as amended or supplemented from time to time pursuant to the terms of this Indenture, that are issued under this Indenture.

14

---



"Obligations" means all obligations in respect of principal, premium, interest, Additional Amounts, penalties, fees, indemnifications,
reimbursements, damages and other Liabilities payable under any documentation governing any Indebtedness, including the Notes.

"Offering Memorandum" means the final offering memorandum in relation to the offering of the Existing Notes dated July 16, 1999.

"Officer" means, with respect to any Person, the Chairman, any Managing Director, any Director or the Secretary or member of the executive
committee, of such Person.

"Officer's Certificate" means a certificate signed by any two directors or members of the executive committee of the Issuer or the
Subsidiary Guarantor.

"Opinion of Counsel" means a written opinion of counsel acceptable to the Trustee, which may be an employee of or counsel for the Issuer.

"outstanding" means in relation to the Notes all the Notes issued other than:



PROVIDED
THAT for each of the following purposes, namely:



those
Notes (if any) which are for the time being held by or on behalf of the Issuer, the Subsidiary Guarantor or any of their respective Subsidiaries or any holding company of the Issuer or any other
Subsidiary of any such holding company, in each case as beneficial owner, shall (unless and until ceasing to be so held) be deemed not to remain outstanding.

"Parent" means Kappa Holding B.V.

15

---



"Parent Subordinated Indebtedness" means subordinated debt of the Issuer issued to and held by any Holding Company which:



"Participants" means institutions that have accounts with Euroclear or Clearstream or their respective nominees.

"Paying Agent" means any person authorised by the Issuer to pay the principal of, premium, if any, or interest on any Notes on behalf of
the Issuer, including without limitation the Principal Paying Agent (as defined in the Agency Agreement).

16

---



"Permitted Businesses" means (a) the paper and packaging business or any business reasonably related, incidental or ancillary to
any of the foregoing or (b) an acquired business where, upon consummation of such acquisition, a majority of the assets and revenues of the Issuer and its Subsidiaries continue to be related to
the businesses in clause (a).

"Permitted Holders" means (a) Cinven and its Affiliates or funds or investors managed or advised by them, (b) CVC Capital
Partners Europe Limited and its Affiliates or funds or investors managed or advised by them and (c) individuals serving in management positions with the Issuer or the Parent now or any time in
the future and "Permitted Holder" means any of the above.

"Permitted Investment" means an Investment in:



17

---





"Permitted Liens" means, with respect to any Person:



18

---





"Permitted Non-Cash Consideration" means the fair market value of any non-cash consideration received by the
Issuer or one of its Restricted Subsidiaries in connection with an Asset Disposition that is designated as Permitted Non-Cash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, executed by an officer or director of the Issuer which shall be a report of an internationally recognised investment banking firm with respect to the receipt in one
or a series of related transactions of Permitted Non-Cash Consideration with a fair market value in excess of NLG 50 million. A particular item of Permitted Non-Cash
Consideration shall no longer be considered to be outstanding when it has been sold for cash or redeemed or paid in full in the case of non-cash consideration in the form of promissory
notes or equity.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organisation, 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; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.07 in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen
Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

"Preferred Stock" as applied to the Capital Stock of any corporation, means Capital Stock of any series (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any
other series of such corporation.

19

---



"principal" of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to
become due at the relevant time.

"Purchase Money Note" means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other
Indebtedness owed to, the Issuer or any of its Restricted Subsidiaries in connection with a Qualified Receivables Transaction, which note shall be repaid from cash available to the maker of such note,
other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid
in connection with the purchase of newly generated receivables.

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

"Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by the Issuer or any of its
Restricted Subsidiaries pursuant to which the Issuer or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to a Receivables Subsidiary or any other Person or may grant a
security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Restricted Subsidiaries and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and
other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitization transactions involving accounts receivable.

"Receivables Subsidiary" means a Subsidiary of the Issuer that engages in no activities other than directly or indirectly in connection
with the financing of accounts receivable and that is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary and:



Any
such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to
such designation

20

---



and
an Officers' Certificate certifying, to the best of such Officers' knowledge and belief after consulting with counsel, that such designation complied with the foregoing conditions.

"Redemption Date" when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture.

"Redemption Price" when used with respect to any Note to be redeemed, means the price fixed for such redemption pursuant to this Indenture
as set forth in the form of Note annexed as Exhibit A.

"Redenomination Date" means any date for payment of interest on the Notes pursuant to their terms that falls on or after the date that the
Euro ceases to be the currency of The Netherlands or the single currency of a majority of the members of the European Union.

"Refinancing Indebtedness" means Indebtedness that refunds, refinances, replaces, renews, repays or extends (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances," and "refinanced" shall have a correlative meaning) any Indebtedness existing on the Existing Notes Issue Date or incurred in compliance
with the 1999 Indentures or this Indenture (including Indebtedness of the Issuer that refinances Indebtedness of any Restricted Subsidiary) and Indebtedness of the Subsidiary Guarantor that refinances
Indebtedness of the Issuer or any Restricted Subsidiary including Indebtedness that refinances Refinancing Indebtedness; provided, that:



provided,
further, that (i) Refinancing Indebtedness shall not include Indebtedness of a Restricted Subsidiary (other than a Subsidiary Guarantor) that refinances Indebtedness of the Issuer and
(ii) clauses (a) and (b) above will not apply to any Indebtedness that refinances Indebtedness incurred pursuant to the Senior Credit Agreement.

"Register" has the meaning set forth in Section 2.06.

"Registrar" has the meaning set forth in Section 2.06.

"Regular Record Date" for the interest payable on any Interest Payment Date means the January 1 or July 1 (whether or not a
Business Day), as the case may be, preceding such Interest Payment Date.

"Regulation S" means Regulation S promulgated under the Securities Act (including any successor regulation thereto) as it
may be amended from time to time.

"Related Business Assets" means assets (other than cash or Temporary Cash Investments) used or useful in a Permitted Business; provided
that any assets received by the Issuer or a Restricted

21

---



Subsidiary
in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt
of the securities of such Person, such Person would become a Restricted Subsidiary.

"Relevant Date" means the date on which the payment first becomes due but, if the full amount of the money payable has not been received
by the Paying Agent or the Trustee on or before the due date, it means the date on which the full amount of the money having been so received, notice to that effect shall have been duly given to the
Holders by the Issuer in accordance with this Indenture.

"repay", "redeem" and "pay" shall each
include both the others and cognate expressions shall be construed accordingly.

"Representative" means the trustee, agent or other representative (if any) for an issue of Senior Indebtedness.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Period" means the forty-day period commencing from and including, the later of the offering of the Notes and the
original Issue Date of such Notes.

"Restricted Subsidiary" means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

"Rule 144" means Rule 144 of the Securities Act.

"Rule 144A" means Rule 144A of the Securities Act.

"SEC" or "Commission" means the United States Securities and Exchange Commission.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and provisions promulgated by the SEC
thereunder.

"Security Agent" means Barclays Bank plc or such other person acting as security agent under the Intercreditor Deed.

"Senior Credit Agreement" means the Senior Credit Agreement dated as of July 23, 1998, between inter alia the Issuer, the Parent,
the Subsidiary Guarantor, Barclays Capital, as Arranger and BT Alex Brown International, Paribas, Deutsche Bank AG London, Goldman Sachs Credit Partners L.P., ING Bank N.V. and Salomon Brothers
Holding Inc. as Co-Arrangers and Barclays Bank Plc as Facility Agent and Security Agent, together with the related documents thereto (including, without limitation, any guarantee
agreements and security documents, and any interest swap obligations relating thereto), as amended and restated, and in each case as the same (including any amendment and restatement thereof) may be
further amended, supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the
amount of available borrowings thereunder (provided that such increase in borrowings is permitted pursuant to Section 4.05) or adding Restricted Subsidiaries of the issuer as additional
borrowers or Subsidiary Guarantor thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender
or group of lenders.

"Senior Indebtedness" means:



22

---







provided,
that Senior Indebtedness shall not include:



"Senior Subordinated Indebtedness" means the Existing Notes, the Guarantees of the Existing Notes, the Notes and the Subsidiary Guarantee
and any other Indebtedness of the Issuer or the Subsidiary Guarantor that specifically provides that such Indebtedness is to rank equally with the Notes or the applicable Guarantee in right of payment
and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Issuer or the Subsidiary Guarantor which is not Senior Indebtedness.

"Significant Subsidiary" means a Restricted Subsidiary of the Issuer that is a "significant subsidiary" as defined in
Rule 1-02 of Regulation S-X promulgated under the Securities Act and the Exchange Act.

"Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 2.08.

"Standard Securitisation Undertakings" means representations, warranties, covenants and indemnities entered into by the Issuer or any of
its Restricted Subsidiaries and subordinate loans made by the Issuer or any of its Restricted Subsidiaries to a Receivables Subsidiary or another person that are reasonably customary in an accounts
receivable transaction.

"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 Obligation" means, any Indebtedness of the Issuer or the Subsidiary Guarantor (whether outstanding on the Existing Notes
Issue Date or thereafter incurred) that is contractually subordinated or junior in right of payment to the Existing Notes or the Guarantees of the Existing Notes pursuant to a written agreement.

"Subsidiary" of any Person means, any corporation, association, partnership or other business entity of which more than 50% of the total
voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:



Unless
the context requires otherwise, "Subsidiary" shall refer to a Subsidiary of the Issuer.

23

---



"Subsidiary Guarantee" means the guarantee issued by the Subsidiary Guarantor (or other Subsidiary of the Issuer, in place of the
Subsidiary Guarantor), hereunder for the benefit of the Holders, of the Issuer's obligations with respect to the Notes.

"Subsidiary Guarantor" means, as of the date of issue of the Notes, Kappa Packaging B.V.

"Temporary Cash Investments" means, any of the following:



"TIA" means the United States Trust Indenture Act of 1939 (15 U.S. Code § § 77aaa-77bbbb) as in effect
on the date of this Indenture.

"Trade Payables" means, with respect to any Person, any accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or guaranteed by such Person arising in the ordinary course of business of such Person in connection with the acquisition of goods or services.

"Treaty" means the Treaty establishing the European Community, as amended.

"Trustee" means the party named as the "Trustee" in the first paragraph of this Indenture until a successor replaces such party pursuant
to the applicable provisions of Section 7.08, and thereafter "Trustee" shall mean such successor.

"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000.

"Trust Officer" means any officer within the corporate trust administration department (or any successor group) of the Trustee including
any vice president, assistant vice president, senior trust officer, trust officer, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar
to those performed by the persons who at that time shall be

24

---



such
officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such trust matter is referenced because of his knowledge of and familiarity with the
particular subject.

"Unrestricted Subsidiary" means:



The
Board of Directors may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary (a
"Designation") unless:



The
Board of Directors may revoke any designation of a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:



All
Designations and Revocations must be evidenced by resolutions of the Board of Directors delivered to the 1999 Trustees certifying compliance with the foregoing provisions.

"Voting Stock" of a Person means all series 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.

"Western Europe" means, the United Kingdom, Ireland, Spain, Portugal, Italy, France, Germany, Switzerland, Denmark, The Netherlands,
Belgium or Luxembourg.

"Wholly Owned Subsidiary" means a Restricted Subsidiary of the Issuer, all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Issuer or another Wholly Owned Subsidiary.

SECTION 1.02    INCORPORATION BY REFERENCE TO TRUST INDENTURE ACT

Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following terms used in this Indenture have
the following meanings:



25

---





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

SECTION 1.03    RULES OF CONSTRUCTION

Unless
the context otherwise requires:



26

---





ARTICLE II        THE NOTES

SECTION 2.01    TITLE AND TERMS.

Subject
to Section 2.16 the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to €95,000,000
except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07, or as otherwise provided hereunder.

The
Initial Notes shall be known and designated as the €95,000,000 105/8% Class A Senior Subordinated Notes due 2009. The final Stated Maturity of
the Notes shall be July 15, 2009. Interest on the Notes will accrue at a rate of 105/8% per annum accruing from May 22, 2003 or from the most recent Interest Payment Date
to which cash interest has been paid or duly provided for and will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2003
to the Holders of record on the immediately preceding Regular Record Date. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months. In accordance with Section 2.16, Additional Notes may be issued from time to time under this Indenture after the date hereof, subject to the provisions of this Indenture.

Payments
in respect of the principal of, premium, if any, and interest on the Notes will be made in accordance with Section 2.13 hereof.

The
Notes shall be redeemable as provided in Article Three.

SECTION 2.02    DENOMINATIONS.

The
Notes (including any Global Note) shall be issuable only in registered form without coupons and only in denominations of €1000 or any integral multiple above such
amount. The Notes shall not be issuable in bearer form. No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

SECTION 2.03    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The
Notes shall be executed on behalf of the Issuer by any Director, its President or a Vice President or other duly authorised person. The signature of any of these officers on the
Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

Notes
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. In addition, any Note may be signed on behalf of
the Issuer by such Persons as, at the actual date of the execution of such Note, shall be the proper officers of the Issuer, although at the date of such Note or of the execution of this Indenture any
such Person was not such an officer.

At
any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with
an Issuer Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes.

Each
Note shall be dated the date of its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on
such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee

27

---



by
manual or facsimile signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

The
Trustee shall authenticate (i) the Initial Global Notes, (ii)[intentionally left blank],
(iii) the Additional Notes or (iv) Unrestricted Global Notes from time to time issued only in exchange for a like aggregate principal amount of Initial Global Notes or Additional Notes,
upon a written authorisation of the Issuer in the form of an Officers' Certificate of the Issuer. Each such written order shall specify the aggregate principal amount of Notes to be authenticated and
the date on which such Notes are to be authenticated, whether such Notes are to be Initial Global Notes, Additional Notes or Unrestricted Global Notes and whether such Notes are to contain any legend
and such other information as the Trustee may reasonably request. In addition, in respect of authentication pursuant to clause (iv) of the first sentence of this paragraph, each such written
order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form satisfactory to the Trustee stating that the issuance of the Unrestricted Global Notes does not give rise to
an Event of Default, complies with the provisions of this Indenture, is made in compliance with the Securities Act and any applicable securities laws of any state of the United States and has been
duly authorised by the Issuer.

SECTION 2.04    FORM OF NOTES

(a)Restricted Global Notes.



(b)Regulation S Global Notes.



(c)   [Intentionally left blank].

(d)   In
case the Issuer, pursuant to Article Five, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its
properties and assets

28

---



substantially
as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which
shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Five, any of the Notes
authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other
Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange
and of like principal amount; and the Trustee, upon an Issuer Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If
Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes,
such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new
name.

SECTION 2.05    TEMPORARY NOTES.

Pending
the preparation of definitive Notes, the Issuer may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If
temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be
exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer designated for such purpose pursuant to Section 4.02, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive
Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

SECTION 2.06    REGISTER, REGISTRATION OF TRANSFER AND EXCHANGE.

The
Issuer shall cause to be kept a register outside the United Kingdom (the register maintained in such office and in any other office or agency designated pursuant to
Section 4.02 being herein sometimes referred to as the "Register") in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of Notes and of transfers and exchange of Notes. The Register shall be in written form or any other form capable of being converted into written form within a
reasonable time. At all reasonable times, the Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as registrar (the
"Registrar") for the purpose of registering Notes and transfers and exchanges of Notes as herein provided.

Upon
surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 (in each case outside the United Kingdom), the
Issuer shall execute, the Trustee shall authenticate and deliver, and the Registrar shall register, if the requirements of such transfer are met, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

At
the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount upon surrender of the Notes to be exchanged at
such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute,

29

---



the
Trustee shall authenticate and deliver, and the Registrar shall register, the Notes which the Holder making the exchange is entitled to receive.

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

Every
Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer, in
form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No
service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

The
Issuer shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the
selection of Notes to be redeemed under Section 3.03 and ending at the close of business on the day of such mailing of the relevant notice of redemption or (ii) to register the transfer
of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

SECTION 2.07    MUTILATED, DESTROYED, LOST AND STOLEN NOTES.

If
(i) any mutilated Note is surrendered to the Trustee or (ii) the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any
Note, and there is delivered to the Issuer and the Trustee such Note or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee
that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu
of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In
case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such
Note.

Upon
the issuance of any new Note under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every
new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any
and all other Notes duly issued hereunder.

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

SECTION 2.08    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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 such Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to
Section 4.02.

30

---



Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular
Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest") may be paid by the Issuer, at its election in each case, as provided in
paragraph (a) or (b) below:



Subject
to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.09    PERSONS DEEMED OWNERS.

Prior
to the due presentment of a Note for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Note is
registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 2.05 and 2.07) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

SECTION 2.10    CANCELLATION.

All
Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any

31

---



Notes
previously authenticated hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. If the Issuer shall so acquire any of the
Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for
cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes held
by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and certification of their disposal delivered to the Issuer unless by Issuer Order the Issuer shall
direct that cancelled Notes be returned to it.

SECTION 2.11    COMPUTATION OF INTEREST.

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

SECTION 2.12    "CUSIP" and/or "ISIN" Numbers.

The
Issuer in issuing the Notes may use a "CUSIP" and/or "ISIN" number (if then generally in use), and if so, the Trustee and the Common Depositary shall use "CUSIP" and/or "ISIN"
numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of such
numbers either as printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer shall promptly notify the Trustee and
the Common Depositary in writing of any change in the "CUSIP" or "ISIN" numbers of the Notes.

SECTION 2.13    BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES, CERTIFICATED NOTES.

All
payments on a Global Note will be made to the order of the Common Depositary or its nominee, as the case may be, as the registered holder of such Global Note. In each case, the
Issuer will be fully discharged by payment to or to the order of the Common Depositary from any responsibility or liability in respect of each amount so paid. The Common Depositary will instruct a
Paying Agent to make payments in respect of the Notes to Euroclear and Clearstream in amounts proportionate to their respective beneficial interests in the principal amount of each Global Note, and
Euroclear and Clearstream will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the
records of Euroclear and Clearstream.

Unless
and until it is exchanged in whole or in part for Certificated Notes, a Global Note may not be transferred except as a whole by the relevant Common Depositary or nominee thereof
to another nominee of the Common Depositary or to a successor of Common Depositary or a nominee of such successor.

Owners
of beneficial interests in the Global Notes shall be entitled or required, as the case may be, but only under the circumstances described in this Section 2.13, to receive
physical delivery of Certificated Notes.

Interests
in a Global Note shall be exchangeable or transferable, as the case may be, for Certificated Notes only if (i) Euroclear and Clearstream notify the Issuer that they are
unwilling or unable to continue as clearing agencies for such Global Note and a successor reasonably acceptable to the Trustee is not appointed by the Issuer within 90 days, (ii) the
Common Depositary notifies the Issuer that it is unwilling or unable to continue as the Common Depositary for such Global Note, and a successor Common Depositary is not appointed by the Issuer within
one hundred twenty (120) days of such notice or (iii) in the case of any Global Note, an Event of Default has occurred and is continuing with respect thereto, and the Trustee determines
that Certificated Notes shall be issued. Upon the occurrence of any of the events described in the preceding sentence the Issuer shall cause

32

---



the
appropriate Certificated Notes to be delivered to the owners of beneficial interests in the Global Notes or the participants in Euroclear or Clearstream through which such owners hold their
beneficial interest. Certificated Notes shall be exchangeable or transferable for interests in other Certificated Notes as described herein.

SECTION 2.14    TRANSFER AND EXCHANGE OF NOTES.

(a)Obligations with Respect to Transfers and Exchanges of Notes.Upon surrender for
registration of transfer of any Note of a series to the Registrar, and subject to the other provisions of this Section 2.14, the Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Notes of such series of any authorized denominations and of a like aggregate principal amount.

At
the option of the Holder, and subject to the other provisions of this Section 2.14, Notes of any series may be exchanged for other Notes of such series of any authorized
denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, and subject to the
other provisions of this Section 2.14, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

All
Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and subject to the other provisions of
this Section 2.14, entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every
Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer, the Trustee or the Common Depositary) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Issuer or the Registrar and be duly executed by the Holder thereof or his attorney duly authorized in writing.

No
service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or governmental charge
payable in connection with any registration of transfer or exchange of Notes.

(b)Transfer and Exchange of Global Notes.Notwithstanding any provisions of this
Indenture or the Notes, transfers of a Global Note, in whole or in part, transfers and exchanges of interests therein of the kinds described in clauses (ii), (iii) and (iv) below and
exchange of interests in Global Notes or of other Notes as described in clause (v) below, shall be made only in accordance with this Section 2.14(b). Transfers and exchanges subject to
this Section 2.14 shall also be subject to the other provisions of the Indenture that are not inconsistent with this Section 2.14.



33

---





34

---





(c)Legends.Each Restricted Note and the Global Note issued hereunder shall, upon
issuance, bear the legends set forth in Exhibit A hereto that are required to be applied to such a Note and such required legends shall not be removed from such Note except as provided in the
next sentence or Section 2.14(d). The legend required for a Restricted Note may be removed from a Note if there is delivered to the Issuer and the appropriate Registrar such satisfactory
evidence, which may include an opinion of independent counsel licensed to practice law in the State of New York, as may be reasonably required by the Issuer that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers of such Note will not violate the registration requirements of the Securities Act. Upon provision of such satisfactory
evidence, the Trustee, at the direction of the Issuer, shall authenticate and deliver in exchange for such Note another security or securities having an equal aggregate principal amount that does not
bear such legend. If such a legend required for a Restricted Note has been removed from a Note as provided above, it shall not be a Restricted Note and no other Note issued in exchange for all or any
part of such Note shall bear such legend, unless the Issuer has reasonable cause to believe that such other security is a "restricted security" within the meaning of Rule 144 and instructs the
Trustee to cause a legend to appear thereon.

(d)Global Notes.The provisions of clauses (i), (ii), (iii), and (iv) below
shall apply only to Global Notes;



35

---





SECTION 2.15    SPECIAL TRANSFER PROVISIONS.

(a)Transfers to Institutional Accredited Investors.If Notes are being transferred to
an Institutional Accredited Investor, the Notes shall be accompanied by delivery of a transferee certificate for Institutional Accredited Investors substantially in the form of Exhibit E hereto
and an opinion of counsel reasonably satisfactory to the Issuer to the effect that such transfer is in compliance with the Securities Act.

(b)Other Transfers.If a Holder proposes to transfer an Initial Note pursuant to any
exemption from the registration requirements of the Securities Act other than as provided for above, the Registrar shall only register such transfer or exchange if such transferor delivers to the
Registrar and the Trustee an Opinion of Counsel satisfactory to the Issuer and the Registrar that such transfer is in compliance with the Securities Act and the terms of this Indenture; provided that
the Issuer may, based upon the opinion of its counsel, instruct the Registrar by an Issuer Order not to register such transfer in any case where the proposed transferee is not a QIB, an Institutional
Accredited Investor or a non-U.S. Person.

36

---



(c)General.By its acceptance of any Note bearing Legends, each Holder of such a Note
acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Legends and agrees that it will transfer such Note only as provided in this Indenture.

The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.15 for a period of two years, after which time such
letters, notices and other written communications shall at the written request of the Issuer be delivered to the Issuer. The Issuer shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

SECTION 2.16    ISSUANCE OF ADDITIONAL NOTES.

The
Issuer shall be entitled, subject to its compliance with Section 4.05, to issue Additional Notes, from time to time, under this Indenture which (i) in the event
Additional Notes are offered and sold in reliance on Regulation S, such Additional Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to
principal amount, the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of
Unrestricted Notes or Unrestricted Global Notes, other than with respect to transfer restrictions) and (ii) in the event Additional Notes are offered and sold in reliance on
Rule 144A, such Additional Notes shall be issued in the form of a Global Note (the "Restricted Global Note") in fully registered form without interest coupons, with such applicable legends as
are provided for in Exhibit A hereto, except as otherwise permitted herein, such Additional Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with
respect to principal amount, the date of issuance, issue price and amount of interest payable on the first payment date applicable thereto (and, if such Additional Notes shall be issued in the form of
Unrestricted Notes or Unrestricted Global Notes, other than with respect to transfer restrictions). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single
class for all purposes under this Indenture. The Issuer acknowledges that any issue of Additional Notes will be made pursuant to a new offering memorandum and subject to review by the Luxembourg Stock
Exchange.

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



SECTION 2.17    [INTENTIONALLY LEFT BLANK]

SECTION 2.18    PAYING AGENT TO HOLD MONEY IN TRUST

Each
of the Issuer and the Subsidiary Guarantor, without prejudice to its contractual obligations under the Intercreditor Deed, shall require each Paying Agent not a party to this
Indenture to agree in writing to hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of or premium, if any, and Additional Amounts,
if any, on the Notes (whether such money has been paid to it by the Issuer, the Subsidiary Guarantor or any other obligor on the Notes), and the Issuer, the Subsidiary Guarantor and the Paying Agent
shall each notify the Trustee of any default by the Issuer, the Subsidiary Guarantor or any other obligor on the Notes in

37

---



making
any such payment. Neither the Issuer, the Subsidiary Guarantor nor any of its Subsidiaries may act as Paying Agent. The Issuer or the Subsidiary Guarantor (as the case may be) at any time may
require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any payment default, upon written
request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon making such payment the Paying Agent shall have no further
liability for the money delivered to the Trustee.

SECTION 2.19    TRUSTEE'S REQUIREMENTS REGARDING PAYING AGENTS

As
any time after an Event of Default shall have occurred and shall be continuing or the Notes shall otherwise have become due and repayable or the Trustee shall have received any money
which it proposes to pay under Section 6.10 to the Holders, the Trustee may:



SECTION 2.20    STATUS

The
Notes and the Subsidiary Guarantee are Senior Subordinated Indebtedness obligations of the Issuer and the Subsidiary Guarantor respectively and rank pari passu in right of payment
with all present and future Senior Subordinated Indebtedness of the Issuer and the Subsidiary Guarantor respectively.

SECTION 2.21    PROOF

Proof
that as regards any specified Note the Issuer has made default in paying any amount due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that
the same default has been made as regards all other Notes in respect of which the relevant amount is due and payable.

38

---





SECTION 2.22    REDENOMINATION IN GUILDERS

The
Issuer may, without the consent of the Holders, on giving at least 30 days' prior notice to the Trustee and the Holders, elect that, with effect on and from the Redenomination
Date specified in the notice, the Notes shall be redenominated in Dutch guilders ("Guilders"). The election will have effect as follows:



The
Issuer may also, without the consent of the Holders, on giving not less than 30 days' prior notice to the Trustee and the Holders, elect that, with effect on and from the
Redenomination Date or such later date for payment of interest under the Notes as it may specify in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in Guilders in
accordance with such arrangements as the Issuer may decide, with the prior written approval of the Trustee (which approval shall not be unreasonably withheld), which shall be specified in the notice.

Nothing
in this Section 2.22 nor the circumstances and consequences described in this section shall entitle the Issuer, the Subsidiary Guarantor or any holder of Notes to early
redemption, rescission, notice or repudiation of the Notes or this Indenture or to raise other defences or to request any compensation claim, nor will they affect any of the other obligations of the
Issuer or the Subsidiary Guarantor under the Notes or this Indenture.

ARTICLE III        REDEMPTION OF NOTES

SECTION 3.01    RIGHT OF REDEMPTION.

(a)Optional Redemption of the NotesThe Notes will be redeemable at the option of the Issuer, in whole or in
part, at any time or from time to time on or after July 15, 2004, upon not less than 30 nor more than 60 days' prior notice, at the Redemption Prices (expressed as a percentage of
principal amount at maturity) set forth below, plus accrued and unpaid interest thereon, if any, to the

39

---



date
of redemption, if redeemed during the 12 month period beginning on July 15 of the years indicated below:

Year

Redemption Price2004

105.313
%2005

103.542
%2006

101.771
%2007 and thereafter

100.000
%


(b)[Intentionally left blank]

(c)Other Optional Redemption of the Notes

At
any time on or prior to July 15, 2004, the Notes may be redeemed, as a whole but not in part, at the option of the Issuer, upon not less than 30 nor more than 60 days'
prior notice mailed by first-class mail to each holder's registered address, at a Redemption Price equal to 100% of the principal amount thereof plus the Interest Bearing Note Applicable Premium as
of, and accrued but unpaid interest, if any, to the Redemption Date, subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date.

(d)Redemption For Changes In Withholding Taxes

The
Issuer, at its option, may redeem the Notes of each series in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days' notice to the holders of
the Notes (which notice shall be irrevocable), at a Redemption Price equal to the principal amount thereof plus accrued and unpaid interest if any, to the Redemption Date fixed by the Issuer and all
Additional Amounts, if any, then due and which will become due on such Redemption Date as a result of the redemption or otherwise, if the Issuer determines that as a result of:



the
Issuer or the Subsidiary Guarantor is, or on the next interest payment date in respect of the Notes would be, required to pay Additional Amounts, and the Issuer determines that such payment
obligation cannot be avoided by the Issuer or the Subsidiary Guarantor, as the case may be, taking reasonable measures. Notwithstanding the foregoing, no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Issuer or the Subsidiary Guarantor, as the case may be, would be obliged to make such payment or withholding if a payment in respect
of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an opinion
of a tax counsel reasonably satisfactory to the Trustee to the effect that the circumstances referred to above exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction
of the conditions precedent described above, in which event it shall be conclusive and binding on the holders of the Notes.

40

---



SECTION 3.02    NOTICES TO TRUSTEE

If
the Issuer elects to redeem Notes pursuant to Section 3.01(a) at the applicable Redemption Price set forth therein, it shall notify the Trustee and the Paying Agent in writing
of the Redemption Date and the principal amount of Notes to be so redeemed.

The
Issuer shall give the notice provided for in Section 3.01 at least 75 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in
writing), together with an Officer's Certificate stating that such redemption will comply with the conditions contained herein.

SECTION 3.03    SELECTION OF NOTES TO BE REDEEMED

In
the event that less than all of the Notes are to be redeemed at any time, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the
principal securities exchange, if any, on which such Notes are listed or, if such Notes are not listed on a securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall
approve in writing in advance.

SECTION 3.04    NOTICE OF REDEMPTION

At
least 30 days but not more than 60 days before a Redemption Date, notice of redemption shall be published in a leading newspaper having a general circulation in London
(which is expected to be the Financial Times) and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange shall so require, a newspaper having a general
circulation in Luxembourg (which is expected to be the Luxemburger Wort) and notified by first class mail to the Holder of any Global Note to be redeemed at its registered address with a copy to the
Trustee. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Issuer has deposited with the Paying Agent funds in
satisfaction of the applicable Redemption Price pursuant to Section 3.06.

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



41

---





On
receipt of an Issuer Request, the Trustee shall give the notice of redemption on behalf of the Issuer, in the name of the Issuer and at the Issuer's expense.

SECTION 3.05    EFFECT OF NOTICE OF REDEMPTION

Once
a notice of redemption is mailed and/or published, Notes called for redemption shall become due and repayable on the specified Redemption Date and at the specified Redemption Price.
Upon surrender to the Paying Agent, Notes shall be paid at the specified Redemption Price, plus accrued interest thereon to the Redemption Date.

SECTION 3.06    DEPOSIT OF REDEMPTION PRICE

At
least one Business Day before the Redemption Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on all Notes to
be redeemed on that date other than Notes or portions thereof called for redemption on that date which have been delivered by the Issuer to the Trustee for cancellation.

ARTICLE IV        COVENANTS

SECTION 4.01    GENERAL

So
long as any of the Notes remains outstanding (or, in the case of paragraphs (g), (h) (in relation to the Paying Agent only), (k) (in relation to the Paying Agent only),
(l) and (n) (in relation to the Paying Agent only), so long as any of the Notes remains liable to prescription or, in the case of paragraph (m), until the expiry of a period of
30 days after the Relevant Date in respect of the payment of principal in respect of all such Notes remaining outstanding at such time) each of the Issuer and the Subsidiary Guarantor (so long
as the Subsidiary Guarantor remains subject to its Subsidiary Guarantee) covenant with the Trustee that it shall:



42

---





43

---





44

---





SECTION 4.02    MAINTENANCE OF OFFICE OR AGENCY; EXCHANGE LISTING

The
Issuer shall maintain in the Borough of Manhattan, The City of New York, and for so long as the Notes are listed on the Luxembourg Stock Exchange in Luxembourg, an office or agency
where Notes may be surrendered for registration of transfer or exchange. The Issuer 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 Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders may be made at the address of
the Trustee set forth in Section 13.02.

The
Issuer may also from time to time designate one or more other offices or agencies where the Notes may be surrendered for any or all such purposes and may from time to time rescind
such
designations provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York
and for so long as the Notes are listed on the Luxembourg Stock Exchange in Luxembourg, for such purposes. The Issuer 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.

The
Issuer hereby designates (i) the New York City office of The Bank of New York as its office or agency in the Borough of Manhattan, New York City, and (ii) Kredietbank
S.A. Luxembourgeoise, at 43 Boulevard Royal, 2955, Luxembourg, as its office or agency in Luxembourg.

SECTION 4.03    PAYMENT OF NOTES.

The
Issuer shall promptly pay the principal of and interest on Additional Amounts on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

The
Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue instalments of interest at the same rate, in each
case, to the extent lawful.

The
Trustee shall hold these covenants on trust for itself and the Holders in accordance with their respective interests pursuant to this Indenture.

SECTION 4.04    FINANCIAL REPORTS.

Whether
or not the Issuer is required by the SEC, Issuer will provide to the Trustee and the Holders of the Notes within the time periods specified in the SEC's Rules and Regulations
(unless otherwise noted):



45

---





The
information set forth in paragraphs (b) and (c) above shall be filed with the SEC on Form 6-K. In addition, whether or not required by the rules and regulations
of the SEC, the Issuer will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such filing).

Insofar
as the information set forth in paragraphs (a) through (c) above constitutes financial information, such paragraphs will be satisfied by providing the relevant
financial information of the Parent for so long as the Issuer constitutes the principal asset of the Parent.

For
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that Stock Exchange shall so require, the above information will also be made available in
Luxembourg through the offices of the Paying Agent in Luxembourg.

SECTION 4.05    LIMITATION ON INDEBTEDNESS.

(a)   The
Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, guarantee, acquire or otherwise become directly or
indirectly liable for payment of ("Incur") any Indebtedness including Acquired Indebtedness; provided, however, that the Issuer or any Restricted
Subsidiary may Incur Indebtedness if, on the date of such incurrence and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater than 2.0 to 1.0.

(b)   Notwithstanding
the foregoing paragraph (a), the Issuer and the Restricted Subsidiaries may Incur any or all of the following Indebtedness:



46

---







47

---





(c)   Notwithstanding
the foregoing, the Issuer or any Restricted Subsidiary shall not Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds
thereof are used, directly or indirectly, to refinance any Subordinated Obligations, unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated
Obligations.

(d)   For
purposes of determining compliance with this Section 4.05, (1) in the event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described in Sections 4.05(a) or (b) above, the Issuer, in its sole discretion, will classify or, from time to time may reclassify, such item of Indebtedness and only be
required to include the amount and type of such Indebtedness in one of the clauses of sections 4.05(a) or (b) and (2) an item of Indebtedness may be divided and classified under more
than one of the types of Indebtedness described above.

(e)   Notwithstanding
Sections 4.05(a) and 4.05(b), none of the Issuer, nor any Restricted Subsidiary shall Incur any Indebtedness if such Indebtedness is contractually
subordinate or junior in right of payment in any respect to any Senior Indebtedness, unless such Indebtedness ispari passuwith or is expressly
subordinated in right of payment to Senior Subordinated Indebtedness.

(f)    Notwithstanding
Sections 4.05(a) and 4.05(b), the Subsidiary Guarantor shall Incur any Indebtedness if such Indebtedness is contractually subordinate or junior in right
of payment in any respect to any Senior Indebtedness, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness.

(g)   Indebtedness
shall not be deemed to be incurred solely because of fluctuations in the exchange rates of the currencies in which any existing Indebtedness is denominated.

SECTION 4.06    LIMITATION ON RESTRICTED PAYMENTS

(a)   The
Issuer will not, and will not permit any Restricted Subsidiary, directly or indirectly, to:



48

---





(all
such payments and other actions in (i) to (v) collectively "Restricted Payments").

(b)   The
Issuer or a Restricted Subsidiary may make a Restricted Payment if at the time of such Restricted Payment:



49

---





For
purposes of calculating the amount of Restricted Payments permitted by sub-paragraph (b) above, such amount shall be increased by the fair market value of the
property contributedprovided, such value shall not exceed the lesser of (i) the total cash investment of the Permitted Holders with respect to
such property (excluding any indebtedness to which such property is subject or for which the Issuer and its Restricted Subsidiaries will become responsible, and any expenses relating to the
acquisition of such property by the Permitted Holders), and (ii) the fair
market value thereof as determined as of the date of such contribution to the Issuer by an internationally recognised investment banking firm or professional appraisal firm (although such a valuation
opinion will not be required if the cash invested by the Permitted Holders is less than NLG 50 million);provided, (1) the contribution of
such property shall occur within 12 months of the date such property was acquired by the Permitted Holders, and (2) such property is a business in which 662/3% of its
assets and revenues are derived from its paper and packaging business or any business reasonably related, incidental or ancillary to the paper and packaging business or is an asset in any such
business.

(c)   The
provisions of Section 4.06(a) shall not prohibit:



50

---





51

---





In
determining the aggregate amount of Restricted Payments made subsequent to the Existing Notes Issue Date in accordance with clause 4.06(b)(iii) amounts expended pursuant to
clauses 4.06(c)(iii), (iv)(a), (v) and (viii) of the immediately preceding paragraph shall be included in such calculation.

For
the avoidance of doubt, no payment or other transaction permitted by Section 4.09(b)(iv), (vi), (viii), (x), (xi), (xii) and (xiii) shall be considered a
Restricted Payment for purposes of, or otherwise restricted by, this Indenture.

SECTION 4.07    LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.

The
Issuer will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock, (b) make any loans or advances or pay any Indebtedness owed to the Issuer
or any Restricted Subsidiary; or (c) transfer any of its property or assets to the Issuer or any Restricted Subsidiary ((a) through (c) collectively "Payment
Restrictions").

The
Payment Restrictions will not apply to encumbrances or restrictions existing under or by reason of:



52

---





SECTION 4.08    LIMITATION ON ASSET DISPOSITIONS.

(a)   The
Issuer will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:



53

---







(b)   The
Issuer will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps,unless:



(c)   Within
12 months after any Asset Disposition, the Issuer or the Restricted Subsidiary, as the case may be, may apply at its option the Net Available Cash from
such Asset Disposition:



54

---





Any
Net Available Cash from Asset Dispositions that is not applied or invested as provided in the preceding paragraph will constitute "Excess
Proceeds". When the aggregate amount of Excess Proceeds
exceeds NLG 50 million, the Issuer will make an offer to all holders of Notes, and to all holders of other Indebtedness that ranks equally with the Notes containing provisions similar to those
set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Senior Subordinated
Indebtedness that may be purchased with the Excess Proceeds (the "Asset Disposition Offer"). The offer price in any Asset Disposition Offer will be
equal to 100% of principal amount plus accrued and unpaid interest to the date of purchase. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Issuer may use such
Excess Proceeds for any purpose not otherwise prohibited by the 1999 Indentures. If the aggregate principal amount of Notes and such other Senior Subordinated Indebtedness tendered into such Asset
Disposition Offer exceeds the amount of Excess Proceeds, the applicable Trustee shall select the Notes and such other Senior Subordinated Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

The
Issuer will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations
are applicable, in connection with the purchase of the Notes as a result of an Asset Disposition Offer. To the extent that, since the Existing Notes Issue Date, changes in the provisions of any such
securities laws or regulations have occurred which conflict with Section 4.08, the Issuer will comply with such securities laws and regulations and shall not be deemed to have breached its
obligations pursuant to Section 4.08 by virtue thereof.

SECTION 4.09    LIMITATION ON AFFILIATE TRANSACTIONS.

(a)   The
Issuer will not, and will not permit any Restricted Subsidiary to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of
any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Issuer (an "Affiliate Transaction") unless



55

---





(b)   The
provisions of this Section 4.09 shall not prohibit:



56

---





SECTION 4.10    CHANGE OF CONTROL.

Upon
the occurrence of any of the following events (each a "Change of Control"), each holder shall have the right to require Issuer to
repurchase such holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase:



57

---





Within
thirty days after any Change of Control, unless notice of redemption of the Notes has been given pursuant to Article Three the Issuer will mail a notice to each holder of Notes at
its registered address, with a copy to the Trustees (the "Change of Control Offer") stating:



In
addition, within thirty days the Issuer will:



The
Issuer will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in

58

---



compliance
with the requirements set forth herein, and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The
Issuer will comply with the requirements of Section 14(e) of the Exchange Act and any other securities laws and regulations (but only to the extent those laws and regulations
are applicable) in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that, since the Existing Notes Issue Date, changes in the provisions of any such
securities laws or regulations have occurred which conflict with the foregoing provisions the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have
breached its obligations hereunder by virtue thereof.

SECTION 4.11    LIMITATION ON BUSINESS ACTIVITIES

The
Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than Permitted Businesses except to such extent as would not be material to the Issuer
and its Restricted Subsidiaries taken as a whole.

SECTION 4.12    LIMITATION ON LIENS

The
Issuer will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Liens of any kind securing Indebtedness or trade payables (other than
Permitted Liens) upon any of their respective assets or properties now owned or acquired after the date of the 1999 Indentures or any income or profits therefrom unless:



This
Section 4.12 will not apply to:



SECTION 4.13    CORPORATE EXISTENCE

Except
as otherwise permitted by Article Five, the Issuer shall do or cause to be done, at its own cost and expense, all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate existence of each of its Restricted Subsidiaries in accordance with the respective organizational documents of each of them (as the same may be amended from
time to time)

59

---



and
the material rights (charter and statutory) and franchises of the Issuer and each such Restricted Subsidiary; provided, however, that neither the Issuer nor any Restricted Subsidiary shall be
required to preserve any right or franchise, or the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors of the Issuer shall reasonably determine that the
preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole.

SECTION 4.14    PAYMENT OF TAXES AND OTHER CLAIMS.

The
Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon it or any of its Restricted Subsidiaries or properties of it or any of its Restricted
Subsidiaries and (ii) all lawful claims for labour, materials and supplies that, if unpaid, might by law become a Lien upon the property of it or any of its Restricted Subsidiaries (other than
Liens relating to the foregoing as may be created in the ordinary course of business) where failure to do so would have, or would be reasonably likely to have, a material adverse effect on the
business, assets or financial condition of the Group taken as a whole; provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings properly instituted and diligently conducted for which reserves, to the
extent required under and in accordance with GAAP, have been taken.

SECTION 4.15    MAINTENANCE OF PROPERTIES AND INSURANCE

(a)   The
Issuer shall, and shall cause each of its Restricted Subsidiaries to, maintain its material properties in good working order and condition (subject to ordinary wear
and tear) and make all necessary repairs, renewals, replacements, additions, betterments and improvements thereto and actively conduct and carry on its business; provided, however, that nothing in
this Section 4.15 shall prevent the Issuer or any of its Restricted Subsidiaries from discontinuing the operation or maintenance of any of its properties, if such discontinuance is, in the
reasonable good faith judgment of the Issuer or the Restricted Subsidiary, as the case may be, desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole.

(b)   The
Issuer shall provide or cause to be provided, for itself and each of its Restricted Subsidiaries, insurance (including reasonably appropriate
self-insurance consistent with past practice or the practice of companies similarly situated in the industry) against loss or damage of the kinds that, in the good faith judgment of the
Board of Directors, are adequate and appropriate for the conduct of the business of the Issuer and such Restricted Subsidiaries in a prudent manner, with reputable insurers or with the government of
The Netherlands or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be appropriate, in the reasonable good faith judgment of the Board of
Directors.

SECTION 4.16    COMPLIANCE WITH LAWS.

The
Issuer shall comply, and shall cause each of its Restricted Subsidiaries to comply, with all applicable statutes, rules, regulations, orders and restrictions of The Netherlands, all
states and municipalities thereof, and of any governmental department, commission, board, regulatory authority, bureau, agency and instrumentality of the foregoing, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except for such non compliances as are not in the aggregate reasonably likely to have a material adverse effect on the financial
condition or results of operations of the Group, taken as a whole.

60

---



SECTION 4.17    FURTHER INSTRUMENTS AND ACTS.

Upon
request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectively the
purpose of this Indenture.

SECTION 4.18    LIMITATION OF ISSUANCES OF CERTAIN GUARANTEES

The
Issuer will not permit any of its Restricted Subsidiaries to guarantee the payment of any Indebtedness of the Issuer or of the Subsidiary Guarantor (other than Designated Senior
Indebtedness) unless:



The
Parent will not guarantee the payment of any Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than the Existing Notes or the Designated Senior Indebtedness).

In
the event such Restricted Subsidiary becomes a Subsidiary Guarantor at a time when the Notes are listed on the Luxembourg Stock Exchange and the rules of that Stock Exchange shall so
require, such Stock Exchange will be notified of such event, and notice will be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and a
supplemental offering memorandum meeting the requirements of that Stock Exchange will be filed with that Stock Exchange.

SECTION 4.19    ADDITIONAL AMOUNTS

All
payments made by the Issuer on the Notes (whether or not in the form of definitive Notes) and all payments made by the Subsidiary Guarantor under the Subsidiary Guarantee will be
made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature
("Taxes") imposed or levied by or on behalf of (a) The Netherlands or any political subdivision or governmental authority thereof or therein
having power to tax, (b) any jurisdiction from or through which payment on the Notes is made by the Issuer or a successor company or its Paying Agent in its capacity as such, or payments on the
Subsidiary Guarantee are made by the Subsidiary Guarantor or a successor company or its Paying Agent in its capacity as such, or any political subdivision or governmental authority thereof or therein
having the power to tax or (c) any other jurisdiction in which the Issuer or the Subsidiary Guarantor is organized or otherwise considered to be a resident for tax purposes, or in which such
payments shall become subject generally, or any political subdivision or governmental authority thereof or therein having the power to tax (each of (a), (b) and (c), a
"Relevant Taxing Jurisdiction") unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on
account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required from any payments made by or on behalf of the Issuer with respect to the Notes, including payments of
principal, Redemption Price, interest or premium, or payments under the Subsidiary Guarantee, the Issuer or the Subsidiary Guarantor, as the case may be, will pay (together with such payments) such
additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received in respect of such payments by the holders of
the Notes or the Trustee, as the case may be, after such withholding or deduction

61

---



(including
any such deduction or withholding from such Additional Amounts), equal the respective amounts which would have been received in respect of such payments on the Notes or the Subsidiary
Guarantee in the absence of such withholding or deduction; except that no such Additional Amounts will be payable with respect to:



Such
Additional Amounts will also not be payable where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts
by reason of clauses (a) to (g) inclusive above.

Upon
request, the Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be
available for inspection during ordinary business hours at the office of the Trustee by the holders of the Notes upon request.

62

---





The Issuer will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the
execution, delivery or registration of the Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes,
excluding any such taxes, charges or similar levies imposed by any jurisdiction outside The Netherlands, the United States or any jurisdiction in which a Paying Agent is located, other than those
resulting from, or required to be paid in connection with, the enforcement of the Notes or any other such document or instrument following the occurrence of any Event of Default with respect to the
Notes.

The
foregoing obligations in this Section 4.19 shall survive any termination, defeasance or discharge of this Indenture.

ARTICLE V

SECTION 5.01    MERGERS; SUCCESSOR CORPORATION

The
Issuer may not consolidate with or merge with or into (whether or not the Issuer is the surviving corporation), or sell, assign or convey, transfer or lease, in one transaction or a
series of transactions, all or substantially all its assets (determined on a consolidated basis for the Issuer and its Restricted Subsidiaries) to, any other Person, unless:



The
Successor Company shall be the successor to the Issuer and shall succeed to, and be substituted for and may exercise every right and power of, the Issuer under the Indenture, but the
Issuer, in the case of a conveyance, transfer or lease, shall not be released from the obligation to pay the principal of and interest on the Notes.

The
Issuer may not permit the Subsidiary Guarantor to consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Surviving Corporation), or sell, assign,
convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to, any Person unless:



63

---





The
provisions of clauses (a), (b) and (c) above shall not apply to any one or more transactions which constitute an Asset Disposition if the Issuer has complied with
Section 4.08.

Nothing
contained in this Section 5.01 shall prohibit (i) any Restricted Subsidiary from consolidating with, merging with or into, or transferring all or part of its
properties and assets to the Issuer or (ii) the Issuer from merging with an Affiliate for the purpose of reincorporating the Issuer in another jurisdiction to realise tax or other benefits; provided,
however, that in connection with any such merger, consolidation or asset transfer no consideration, other than common stock in the Successor
the Issuer or the Issuer shall be issued or distributed and, after giving effect to any such merger, consolidation or asset transfer, no Default or Event of Default shall have occurred and be
continuing.

ARTICLE VI        DEFAULT AND REMEDIES

SECTION 6.01    EVENTS OF DEFAULT

The
following events shall each constitute an "Event of Default":



64

---





Provided
that a default under sub-paragraphs (d), (e), (h) or (i) (with respect to a Significant Subsidiary) or (f) will not constitute an Event of
Default until the applicable Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Issuer of the default and the Issuer does not cure such default (or cause such
default to be cured) within the time specified after receipt of such notice.

SECTION 6.02    ACCELERATION

If
an Event of Default (other than under sub-paragraphs (h) or (i) of Section 6.01 relating to the Issuer) occurs, the Trustee or Holders holding at
least 25 per cent. in principal amount of the outstanding Notes may declare the principal of and accrued interest, if any, and Additional Amounts, if any, on all the Notes to be due and payable by
notice in writing to the Issuer and, if applicable, the Trustee specifying the relative Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the Notes shall
become immediately due and payable PROVIDED THAT so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Agreement shall be outstanding, such acceleration shall not be
effective until the earlier of (i) an acceleration of any such

65

---



Indebtedness
under the Senior Credit Agreement or (ii) five Business Days following delivery of notice to the Representative under the Senior Credit Agreement by the Trustee of written notice
of such acceleration. If an Event of Default specified in sub-paragraphs (h) or (i) of Section 6.01 occurs, all unpaid principal of, and accrued and unpaid interest,
if any, and Additional Amounts, if any, on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or
any Holder.

At
any time after the giving of an Acceleration Notice as described in the preceding paragraph, Holders holding a majority in principal amount of the Notes may rescind and cancel such
declaration and its consequences (a) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction (b) if all existing Events of Default have been
cured or waived except non-payment of principal or interest that has become due solely because of the acceleration, (c) to the extent the payment of such interest is lawful,
interest on overdue instalments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (d) if the Issuer has paid the Trustee
in full its compensation and reimbursed in full the Trustee for all its costs, charges, expenses, disbursements and advances and (e) in the event of the cure or waiver of an Event of Default of
the type described in clause (h) or (i) of Section 6.01 above, the Trustee shall have received an Officers' Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

SECTION 6.03    OTHER REMEDIES

The
Trustee may (subject to the provisions of the Intercreditor Deed) at any time, at its discretion and without notice, pursue any available remedy by proceeding at law or in equity
against the Issuer and/or the Subsidiary Guarantor as it may think fit to enforce any provision of the Notes, the Subsidiary Guarantee or this Indenture including the collection of any payment of
principal of or interest, if any, and Additional Amounts, if any, on the Notes.

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 shall not impair the right or remedy or constitute a waiver thereof or acquiescence
therein. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

SECTION 6.04    WAIVER OF PAST DEFAULT

Subject
to Sections 6.07, 8.02 and 10.02, the Holders of a majority in principal amount of the Notes for the time being outstanding by written notice to the Trustee may waive an
existing Default or Event of Default under this Indenture and its consequences, except a Default or Event of Default in the payment of principal of or interest on any Note as specified in clauses
(a) and (b) of Section 6.01 or a Default or Event of Default in respect of any term or provision of this Indenture that may not be amended or modified without the consent of each
Holder affected as provided in Section 10.02. The Issuer shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. In case of any such waiver, the Issuer, the Subsidiary Guarantor, the Trustee and the Holders shall be restored to their former positions and rights hereunder and
under the Notes, respectively. This paragraph of this Section 6.04 shall be in lieu of §316(a)(1)(B) of the TIA and such §316(a)(1)(B) of the TIA is hereby expressly
excluded from this Indenture and the Notes, as permitted by the TIA.

Upon
any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any such Event of Default shall be deemed to have been cured and
not to have occurred for every purpose of this Indenture and the Notes but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

66

---



SECTION 6.05    CONTROL BY MAJORITY

Holders
may not enforce this Indenture or the Notes except as provided in this Article Six and under the TIA and subject to the provisions of the Intercreditor Deed. The Holders of not
less than a majority in aggregate principal amount of the Notes then outstanding may 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 it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Intercreditor Deed, that the Trustee determines
may be unduly prejudicial to the rights of any other Holder or Holders, or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.

In
the event the Trustee or any Appointee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion against any loss, cost, charge, expense or other liability caused or incurred by the Trustee or any Appointee taking such action or following such direction. This Section 6.05
shall be in lieu of §316(a)(1)(A) of the TIA and such §316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA.

SECTION 6.06    LIMITATION ON SUITS

Otherwise
than to enforce the right to receive payment of principal, premium (if any) Additional Amounts or interest when due, no Holder of any Notes may pursue any remedy with respect
to this Indenture or the Notes unless prior to pursuing such remedy:



A
Holder may not use this Indenture to prejudice the rights of any other Holder or Holders or to obtain a preference or priority over such other Holder or Holders.

SECTION 6.07    RIGHTS OF HOLDERS TO RECEIVE PAYMENT

Notwithstanding
any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on a Note, on or after the respective due dates expressed
or provided for in the Note, 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 the Holder.

SECTION 6.08    COLLECTION SUIT BY TRUSTEE

If
an Event of Default in payment of interest or principal specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Issuer, the Subsidiary Guarantor and/or any other obligor in respect of the Notes for the whole amount of principal and accrued interest and Additional
Amounts (if any) remaining unpaid, together with interest on overdue interest, in each case at the rate per annum borne by the Notes and such further amount as shall be sufficient to cover the costs
and expenses of collection, including all

67

---



costs,
charges and expenses incurred by and the compensation, disbursements and advances of the Trustee and the Appointees.

SECTION 6.09    TRUSTEE MAY FILE PROOFS OF CLAIM

Subject
to Clause 11.03 of the Intercreditor Deed, the Trustee may 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 costs, charges and expenses incurred by and the compensation, disbursements and advances of the Trustee and the Appointees) and the Holders allowed
in any judicial proceedings relative to the Issuer, the Subsidiary Guarantor or any other obligor in respect of the Notes, its creditors or its property and shall be entitled and empowered to collect
and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorised 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 Trustee any amount due to it for the costs,
charges and expenses incurred by and the compensation, disbursements and advances of the Trustee and the Appointees, and any other amounts due to the Trustee under this Indenture including
Section 7.07. Nothing herein contained shall be deemed to authorise the Trustee to authorise or consent to or accept or adopt on behalf of any Holder any plan of reorganisation, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorise 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 or property pursuant to this Article Six, it shall (subject to the provisions of the Intercreditor Deed) pay out such money or property in the following
order:

| | First:  |  | to the Trustee for amounts due under this Indenture including Section 7.07;                                                                                                                                                                                                                                       
| | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Second: |  | to Holders for amounts due and unpaid on the Notes for principal, interest, if any, and Additional Amounts, if any, rateably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, interest,
if any, and Additional Amounts, if any, respectively; and
| | Third:  |  | the balance, if any, to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer, the Subsidiary Guarantor and any other person).                                                                                

The
Trustee, upon prior written notice to the Issuer and the Subsidiary Guarantor, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11    PRESCRIPTION

Claims
against the Issuer or the Subsidiary Guarantor for the payment of principal, if any, or Additional Amounts, if any, on the Notes shall be prescribed ten years after the applicable
due date for payment thereof. Claims against the Issuer and the Subsidiary Guarantor for the payment of interest on the Notes shall be prescribed five years after the due date for payment of interest.

ARTICLE VII        TRUSTEE

SECTION 7.01    DUTIES OF TRUSTEE

(a)   If
an Event of Default 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 their

68

---



exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.

(b)   The
Trustee will perform such duties and only such duties as are specifically set forth herein and no implied covenants or obligations shall be read into this Indenture
against the Trustee. The Trustee may, in the absence of manifest error, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions conforming to the requirements of this Indenture.

(c)   The
Trustee shall not be relieved from liability for its own negligence, fraud or its own wilful misconduct, except that:



Notwithstanding
the foregoing, nothing in this Indenture shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as Trustee having
regard to the provisions of this Indenture conferring on it any trusts, powers, authorities or discretions exempt the Trustee from
or indemnify it against any liability for breach of trust of which it may be guilty in relation to its duties under this Indenture.

(d)   The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(e)   Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f)    Every
provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this Section 7.01 including Section 7.01(c) and to
the provisions of the TIA.

(g)   The
Trustee shall be under no obligation to exercise any of the discretions, authorities, rights or powers vested in it by this Indenture at the request or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee an indemnity satisfactory to it against the losses, costs, charges, expenses and other liabilities
which might be incurred by it in compliance with such request or direction.

(h)   In
connection with the exercise by it of any of its trusts, powers, rights, authorities or discretions (including, without limitation, any modification, waiver,
authorisation or substitution), the Trustee shall have regard to the interests of the Holders as a class and, in particular but without limitation, shall not have regard to the consequences of the
exercise of its trusts, powers, rights, authorities or discretions for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with or subject to
the jurisdiction of, any particular territory. The Trustee shall not be entitled to require, and no Holder shall be entitled to claim, from the Issuer or the Subsidiary Guarantor or any other person
any indemnification or payment in respect of any tax consequence of any such exercise upon individual Holders except to the extent already provided for

69

---



under
Section 4.19 and/or any undertaking given in addition thereto, or in substitution for, pursuant to this Indenture.

All
references in this Indenture to the powers, rights, authorities or discretions of the Trustee, or the exercise thereof, under this Indenture shall, where applicable, include
references to the powers, rights authorities or discretions of the Trustee, or the exercise thereof, (as the case may be) under the Intercreditor Deed.

SECTION 7.02    RIGHTS OF TRUSTEE

Where
there are any inconsistencies between the Trustee Acts and the provisions of this Indenture, the Notes and the Schedules, the provisions of this Indenture, the Notes and the
Schedules shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Indenture, the Notes and the Schedules shall
constitute a restriction or exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly
declared as follows:



70

---







71

---





SECTION 7.03    INDIVIDUAL RIGHTS OF TRUSTEE

Neither
the Trustee nor any director or officer or holding company, Subsidiary or associated company of a corporation acting as a trustee under this Indenture shall by reason of its or
his fiduciary position be in any way precluded from:



72

---





and
shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in
(a) above or, as the case may be, any such trusteeship or office of profit as is referred to in (b) above without regard to the interests of the Holders and notwithstanding that the same
may be contrary or prejudicial to the interests of the Holders and shall not be responsible for any Liability occasioned to the Holders thereby and shall be entitled to retain and shall not be in any
way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.

Where
any holding company, Subsidiary or associated company of the Trustee or any director or officer of the Trustee acting other than in his capacity as such a director or officer has
any information pursuant to this Indenture, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless it shall have actual knowledge of such information, shall not
be responsible for any loss suffered by Holders resulting from the Trustee's failing to take such information into account in acting or refraining from acting under or in relation to this Indenture.
Any Agent may do the same with like rights. However, the Trustee is subject to Sections 7.09 and 7.10.

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, the Notes, the Subsidiary Guarantee, or the Intercreditor Deed,
shall not be accountable for the Issuer's use of the proceeds from the issue of Notes, and shall not be responsible for any statement of the Issuer or the Subsidiary Guarantor in this Indenture or any
document issued in connection with the sale of Notes or any statement in the Notes or the Subsidiary Guarantee other than the Trustee's certificate of authentication.

SECTION 7.05    NOTICE OF DEFAULTS/ACCELERATION

If
a Default or an Event of Default occurs and is continuing and if it is known to the Trustee pursuant to Section 7.02(c), the Trustee shall at the expense of the Issuer (failing
which, the Subsidiary Guarantor) mail to each Holder notice of the Default or Event of Default (as the case may be) within 14 days after it first becomes so known to the Trustee. The Trustee
shall, upon an acceleration pursuant to section 6.02, promptly notify the Security Agent and the representative of the hedging banks under the Hedging Obligations of such acceleration.

SECTION 7.06    REPORTS BY TRUSTEE TO HOLDERS

If
required by TIA §313(a), but subject to the provisions of Section 7.07, within 60 days after each May 1 beginning with May 1, 2000, the Trustee
shall mail to each Holder a report dated as of
such May 1 that complies with TIA §313(a). The Trustee also shall comply with TIA §313(b)(2), (c) and (d).

A
copy of each such report at the time of its mailing to the Holders shall be filed with the SEC, (so long as the Notes are listed on the Luxembourg Stock Exchange) the Luxembourg Stock
Exchange and every other stock exchange, if any, on which the Notes are listed.

The
Issuer shall promptly notify the Trustee in writing if the Notes become listed on any stock exchange or of any delisting thereof.

SECTION 7.07    COMPENSATION AND INDEMNITY

The
Issuer shall pay to the Trustee from time to time such compensation as the Issuer and the Subsidiary Guarantor and the Trustee shall from time to time agree in writing for its
services. The

73

---



Trustee's
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all disbursements, costs, charges,
expenses and advances (including fees, disbursements, costs, charges and expenses of its agents and counsel) properly incurred or made by it in relation to the preparation and execution of, the
exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Indenture, or the Intercreditor Deed, including but not limited to travel expenses and any
stamp, issue, registration, documentary and other taxes or duties (not being taxes on net income) properly paid or payable by the Trustee in connection with any action taken or contemplated by or on
behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, this Indenture, in addition to the compensation for its services properly incurred
except any such disbursements, expenses and advances as may be attributable to the Trustee's negligence, wilful misconduct or breach of trust. The Issuer shall in addition pay to the Trustee an amount
equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration under this Indenture.

Without
prejudice to the right of indemnity by law given to trustees, each of the Issuer and the Subsidiary Guarantor shall severally indemnify the Trustee and every of its agents and
delegates for, and hold it harmless against, any and all costs, charges, and expenses properly incurred and other Liabilities, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder or the execution or purported execution of any of its trusts, powers, authorities and discretions under this Indenture or the Intercreditor Deed or its functions under
any such appointment or in respect of any other matter or thing done or omitted in any way in relation to this Indenture or the Intercreditor Deed or any such appointment, including the costs and
expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent that such liability is due to
the Trustee's own negligence, wilful
misconduct or breach of trust. The Trustee shall notify the Issuer and the Subsidiary Guarantor promptly of any claim asserted against the Trustee for which it may seek an indemnity. However, the
failure by the Trustee so to notify the Issuer and the Subsidiary Guarantor shall not relieve the Issuer and the Subsidiary Guarantor of their respective obligations hereunder. The Issuer or the
Subsidiary Guarantor shall defend the claim and the Trustee shall cooperate in the defence (and may employ its own counsel,) at the Issuer's and/or the Subsidiary Guarantor's expense. Neither the
Issuer nor the Subsidiary Guarantor need pay for any settlement made without its written consent, which consent shall not be unreasonably withheld or delayed and shall, in any event, be given if the
Trustee's counsel advises the Trustee that the claim should be admitted. Neither the Issuer nor the Subsidiary Guarantor need reimburse any expense or indemnify against any loss or liability incurred
by the Trustee as a result of the breach of this Indenture by the Trustee caused by the Trustee's negligence or wilful misconduct.

All
amounts payable pursuant to this Section 7.07 shall be payable by the Issuer or the Subsidiary Guarantor (as the case may be) on the date specified in a demand by the Trustee
and in the case of payments actually made by the Trustee prior to such demand shall (if not paid within three days after such demand and the Trustee so requires) carry interest at the rate of two per
cent. per annum above the base rate from time to time of National Westminster Bank Plc from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such
demand or, if later, within three days after such demand and, in either case, the Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to
the Trustee shall carry interest at such rate from the due date therefor.

Unless
otherwise specifically stated in any discharge of this Indenture, the provisions of this Section 7.07 shall continue in full force and effect notwithstanding such
discharge.

74

---



SECTION 7.08    REPLACEMENT OF TRUSTEE

The
Trustee may resign at any time by notifying the Issuer and the Subsidiary Guarantor in writing. The Holders of a majority in principal amount of the Notes for the time being
outstanding may remove the Trustee by notifying the Trustee, the Issuer and the Subsidiary Guarantor in writing and may appoint a successor Trustee with the Issuer's and the Subsidiary Guarantor'
written consent. The Issuer and the Subsidiary Guarantor may remove the Trustee if:



If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any other reason (the Trustee in such event being referred to herein as the "retiring Trustee"),
the Issuer and the Subsidiary Guarantor shall promptly appoint a successor Trustee. Within one year after such successor Trustee takes office, the Holders of a majority in principal amount of the
Notes for the time being outstanding may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer and the Subsidiary Guarantor.

Each
successor Trustee shall deliver a written acceptance of its appointment to the relevant retiring Trustee and to the Issuer and the Subsidiary Guarantor. As promptly as practicable
after that, such retiring Trustee shall transfer, after payment of all sums then owing to it pursuant to Section 7.07, all property held by it as Trustee to such successor Trustee, in which
event the resignation or removal of such retiring Trustee shall become effective and such successor Trustee shall have the rights, powers, discretions, authorities, trusts and duties of the Trustee
under this Indenture and the Intercreditor Deed. A successor Trustee shall mail notice of its succession to each Holder.

If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, the Subsidiary Guarantor or the
Holders of at least 10 per cent. in principal amount of the Notes for the time being outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If
the Trustee fails to comply with Section 7.09, any Holder who has been a bona fide holder of a Note for at least six months may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Issuer's and the Subsidiary Guarantor' respective obligations under Section 7.07 shall
continue after such replacement for the benefit of the retiring Trustee.

SECTION 7.09    ELIGIBILITY; DISQUALIFICATION

This
Indenture shall always have a Trustee which shall be eligible to act as Trustee under TIA §§310(a)(1), (2) and (5). The Trustee shall have a
combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition. If the Trustee has or shall acquire a "conflicting interest" within the
meaning of TIA §310(b), the Trustee, the Issuer and the Subsidiary Guarantor shall comply with the provisions of TIA §310(b) (subject to the penultimate paragraph
thereof). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.09, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.08.

75

---



SECTION 7.10    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER OR THE SUBSIDIARY GUARANTOR

The
Trustee shall comply with 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 VIII        SUBORDINATION OF NOTES

SECTION 8.01    AGREEMENT TO SUBORDINATE

The
Issuer agrees and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided
in this Article Eight and the Intercreditor Deed, to the prior payment in full in cash of all Senior Indebtedness, and that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness. The Notes shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuer and only Indebtedness which is Senior Indebtedness shall rank
senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article Eight shall be subject to Section 8.11.

SECTION 8.02    LIQUIDATION, DISSOLUTION, BANKRUPTCY

Upon
any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a bankruptcy,
re-organisation, insolvency, receivership or similar proceeding relating to the Issuer or its property:



76

---







SECTION 8.03    DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

(a)   The
Issuer shall not pay the principal of, premium, if any, on or interest on the Notes or make any deposit pursuant to Section 9.01 (collectively, "pay the
Notes") if (1) any Designated Senior Indebtedness is not paid when due or (2) any other default on Designated Senior Indebtedness occurs and is continuing and the maturity of such
Designated Senior Indebtedness is accelerated by the holders thereof in accordance with its terms unless, in either of (1) or (2), (x) the default has been cured or waived and any such
acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full; provided, however, that the Issuer may pay the Notes without regard to the foregoing if the
Trustee receives written notice approving such payment from the Representative of such Designated Senior Indebtedness.

(b)   During
the continuance of any default (other than a default under (1) or (2) of sub-clause (a) above) with respect to any Designated
Senior Indebtedness pursuant to which the maturity thereof may be accelerated either immediately without further notice (except such notice as may be required to effect such acceleration) or after the
expiration of any applicable grace periods, the Issuer shall not pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Issuer and the Trustee of written notice (a
"Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter
unless such Payment Blockage Period is terminated earlier, (1) by written notice to the Trustee from the Person or Persons who gave such Blockage Notice, or (2) if the default giving
rise to such Blockage Notice is cured, waived or otherwise no longer continuing or (3) if such Designated Senior Indebtedness has been discharged or repaid in full).

(c)   Notwithstanding
sub-clause (b) above (but subject to sub-clause (a) above), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Issuer may resume payments on the Notes upon termination of such
Payment Blockage Period. No more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness during such period. For purposes of this Section 8.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period, whether or not
within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 8.04    ACCELERATION OF PAYMENT OF NOTES.

If
payment of the Notes is accelerated because of an Event of Default, the Issuer or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration. The Trustee shall give notice of such acceleration, of which it has actual knowledge pursuant to this Indenture, to all holders of Designated Senior Indebtedness.
Prior to the Trustee's giving such notice, the Issuer shall notify the Trustee of the name and address of any such holder of Designated Senior Indebtedness.

77

---



SECTION 8.05    SUBROGATION.

Subject
to the payment in full in cash, or such payment duly provided for to the satisfaction of the holders of Designated Senior Indebtedness, of all Designated Senior Indebtedness, the
Holders shall (subject to the provisions of the Intercreditor Deed) be subrogated to the rights of the holders of Designated Senior Indebtedness to receive payments or distributions of assets of the
Issuer applicable to the Designated Senior Indebtedness, and for the purpose of such subrogation no payments or distributions to the holders of Designated Senior Indebtedness by or on behalf of the
Issuer, or by or on behalf of the Holders by virtue of this Article Eight, which otherwise would have been made to the Holders shall, as between the Issuer, the Subsidiary Guarantor and the Holders,
be deemed to be a payment by the Issuer to the holders of, or on account of, the Designated Senior Indebtedness.

SECTION 8.06    RELATIVE RIGHTS.

This
Article Eight defines the relative rights of Holders and holders of Designated Senior Indebtedness. Nothing in this Indenture shall:



SECTION 8.07    SUBORDINATION MAY NOT BE IMPAIRED BY ISSUER.

No
right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or by
its failure to comply with this Indenture.

SECTION 8.08    RIGHTS OF TRUSTEE AND PAYING AGENT.

Notwithstanding
Section 8.03, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not less than five Business Days prior to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it that payments may
not be made under this Article Eight. The Issuer, the Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice.

The
Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar and
the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Eight with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in this Article Eight shall deprive the Trustee of any of its rights as such holder. Nothing in this Article
Eight shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 8.09    DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

Whenever
a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any).

78

---



SECTION 8.10    ARTICLE EIGHT NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO ACCELERATE.

The
failure to make a payment pursuant to the Notes by reason of any provision in this Article Eight shall not be construed as preventing the occurrence of a Default or Event of Default.
Nothing in this Article Eight shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

SECTION 8.11    TRUST MONEYS NOT SUBORDINATED.

Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Nine by the Trustee for the
payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article Eight, and none of
the Holders shall be obligated to pay over any such amount to the Issuer, the Subsidiary Guarantor or any holder of Senior Indebtedness or any other creditor of the Subsidiary Guarantor or the Issuer.

SECTION 8.12    TRUSTEE ENTITLED TO RELY.

Upon
any payment or distribution pursuant to this Article Eight, the Trustee and the Holders shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 8.02 are pending, (2) upon a certificate of the Liquidator, the liquidating trustee or agent or other Person
making such payment or distribution to the Trustee or to the Holders or (3) upon the Representatives for the holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article Eight. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Eight, the Trustee may request such Person to furnish evidence to the satisfaction of
the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to
the rights of such Person under this Article Eight, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and
7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Eight.

SECTION 8.13    TRUSTEE TO EFFECTUATE SUBORDINATION.

(a)   Each
Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders and the holders of Senior Indebtedness and the pari passu ranking between the Holders and the holders of other Senior Subordinated Indebtedness as provided in this
Article Eight and Article Twelve and appoints the Trustee as attorney-in-fact for any and all such purposes. The Trustee shall, at the request in writing of the Issuer, enter
into such inter-creditor arrangements with holders of Designated Senior Indebtedness and/or other Senior Subordinated Indebtedness incurred by the Issuer or any Restricted Subsidiary at any time, the
incurrence of which is not prohibited by the terms of this Indenture, as shall be proposed by the Issuer to give effect to the subordination and pari passu provisions of Article Eight and Article
Twelve; provided that (i) the Issuer shall, without prejudice to the intent to give effect to such provisions, comply with such reasonable requirements as the Trustee may direct in relation
thereto in the interest of the Holders; and (ii) the Trustee is satisfied that, save to the extent that they provide for subordination and/or pari passu ranking on the terms of this Article
Eight and Article Twelve, the said arrangements are not materially prejudicial to the interests of the

79

---



Holders.
Not later than 14 days after the entry into arrangements as aforesaid and after compliance with the said requirements of the Trustee, the Issuer shall give notice thereof in a form
previously approved by the Trustee to the Holders in accordance with Section 13.02.

(b)   The
Trustee is hereby expressly authorized by the Holders to enter into the Intercreditor Deed and has, concurrently with the entering into of this Indenture, entered
into the Intercreditor Deed for the purpose of, among other things, (1) giving effect to the provisions set forth in Article Eight and Article Twelve subordinating the Notes and the Subsidiary
Guarantee to Senior Indebtedness and (2) providing for certain other subordination related provisions set forth in the Intercreditor Deed solely for the benefit of the holders of Senior
Indebtedness set forth in the Intercreditor Deed in effect as of the date of this Indenture.

SECTION 8.14    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders, the
Issuer, the Subsidiary Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article Eight or otherwise.

SECTION 8.15    RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS.

Each
Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold,
such Senior Indebtedness.

ARTICLE IX        DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01    TERMINATION OF ISSUER'S OBLIGATIONS

(a)   This
Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as
expressly provided for in this Indenture) as to all outstanding Notes when (a) either (i) all the Notes authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes the payment of which has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer pursuant to Section 9.03 or
discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the
Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the
Trustee for cancellation, for principal of, and interest, if any, and Additional Amounts, if any, on, the Notes to the date of deposit together with irrevocable instructions from the Issuer directing
the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, (b) the Issuer has paid all other sums payable under this Indenture by the Issuer and
(c) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with.

The
Issuer may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding Notes ("Legal Defeasance") whereupon the Issuer shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for (a) the rights of Holders to receive payments in respect of the principal of, and interest, if
any, and Additional

80

---



Amounts,
if any, on, the Notes when such payments are due, (b) the Issuer's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated,
destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (c) the rights, powers, authorities, discretions, trusts, duties and immunities of the Trustee and the
Issuer's obligations in connection therewith and (d) this Section 9.01. In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer released
with respect to Sections 4.04 to 4.12, 4.18, (and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes), 5.01
(c) and (d), 6.01 (e), (f) and (with respect to Significant Subsidiaries) 6.01 (h) and (i) thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Notes. ("Covenant Defeasance").

In
order to exercise either Legal Defeasance or Covenant Defeasance:



81

---





SECTION 9.02    APPLICATION OF TRUST MONEY

The
Trustee or Paying Agent shall hold in trust money and/or Designated Government Obligations deposited with it pursuant to Section 9.01, and, subject to the provisions of
Section 6.10, shall apply the
deposited money and/or Designated Government Obligations in accordance with this Indenture to the payment of the principal of, and interest, if any, and Additional Amounts, if any, on the Notes. The
Trustee shall be under no obligation to invest said money and/or Designated Government Obligations except as it may agree in writing with the Issuer.

The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge or duty imposed on or assessed against the money and/or Designated Government Obligations deposited
pursuant to Section 9.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge or duty which bylaw is for the account of the Holders of
outstanding Notes.

SECTION 9.03    REPAYMENT TO THE ISSUER

Subject
to Sections 9.01 and 9.02, the Trustee and the Paying Agent shall promptly pay to the Issuer upon request the balance (if any) of money and/or Designated Government Obligations
held by them at any time following the application thereof in accordance with Section 9.02 and thereupon shall be relieved from all liability with respect to such money and/or Designated
Government Obligations. The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal of, or interest, if any on, the Notes that remains
unclaimed for one year; provided, however, that the Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuer cause to be published once in a
newspaper of general circulation in the City of New York and London respectively or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified
therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the
Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person.

SECTION 9.04    REINSTATEMENT

If
the Trustee or Paying Agent is unable to apply any money and/or Designated Government Obligations in accordance with Section 9.02 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 9.01; provided, however, that if the Issuer has made any payment of principal of or interest on any Notes because of
the reinstatement of its obligations, the Issuer shall be surrogated to the rights of the Holders of such Notes to receive such payment from the money and/or Designated Government Obligations held by
the Trustee or Paying Agent.

82

---



SECTION 9.05    ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE

After
(i) the conditions of Section 9.01 have been satisfied, (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer and
(iii) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel satisfactory to the Trustee each stating that all conditions precedent referred to in
Section 9.01 above relating to the satisfaction and discharge of this Indenture, including as to Legal Defeasance or Covenant Defeasance, as applicable, have been complied with, the Trustee
upon request shall acknowledge in writing the discharge or defeasances, as applicable, of the Issuer's obligations under this Indenture except for those surviving obligations specified in
Section 9.01.

ARTICLE X        AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01    WITHOUT CONSENT OF HOLDERS

From
time to time, the Issuer and the Trustee, without the consent of the Holders, may amend or supplement this Indenture or the Notes for certain specified purposes, including, without
limitation:



provided,
however, that the Issuer and the Subsidiary Guarantor have delivered to the Trustee an Opinion of Counsel satisfactory to the Trustee stating that such amendment or supplement complies with
the provisions of this Section 10.01.

SECTION 10.02    WITH CONSENT OF HOLDERS

Subject
to Section 6.07 and 10.01, the Issuer and the Trustee may amend or supplement this Indenture or the Notes with the written consent of the Holders of a majority in
principal amount of the Notes for the time being outstanding. Subject to Section 6.07, the Holders of at least a majority in

83

---



principal
amount of the Notes for the time being outstanding may waive compliance by the Issuer or the Subsidiary Guarantor with any provision of this Indenture or the Notes (other than any provision
relating to the remuneration or indemnity of the Trustee). However, without the written consent of each affected Holder, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may not:



An
amendment under this Section 10.02 may not make any change under Article Eight, Article Nine, Article Eleven or Article Twelve or the definitions used therein that adversely
affects the rights of any holder of Senior Indebtedness then outstanding unless such holder of such Senior Indebtedness (or any trustee thereof authorised to give a consent or Representative) shall
have consented in writing to such change.

It
shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.

After
an amendment, supplement or waiver under Section 10.01 or 10.02 becomes effective, the Issuer shall, unless the Trustee agrees otherwise, give to the Holders affected
thereby a notice describing the amendment, supplement or waiver (as the case may be). Any failure of the Issuer to give such notice or any defect therein, shall not, however, in any way impair or
affect the validity of such amendment, supplement or waiver (as the case may be).

84

---





SECTION 10.03    COMPLIANCE WITH TRUST INDENTURE ACT

Every
amendment to or supplement of this Indenture or the Notes shall comply with the TIA as then in effect.

SECTION 10.04    REVOCATION AND EFFECT OF CONSENTS

Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note or Notes pursuant to this Article Ten is a continuing consent by the Holder and every
subsequent Holder of such Note or Notes or portion of that Note or Notes, even if notation of the consent is not made on such Note or Notes. Subject to the following paragraph, any such Holder or
subsequent Holder may revoke the consent as to such Holder's Note or Notes or portion of such Note or Notes by notice to the Trustee, the Issuer and the Subsidiary Guarantor received before the date
on which the Trustee receives an Officers' Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the relevant
amendment, supplement or waiver.

The
Issuer may, but shall not be obliged to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is
fixed, then, notwithstanding the last sentence of the immediately preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies or representatives), and
only those persons, shall be entitled to consent to such an amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days after such record date.

After
an amendment, supplement or waiver becomes effective, it shall bind the Issuer, the Subsidiary Guarantor, the Trustee and every Holder.

SECTION 10.05    TRUSTEE TO SIGN AMENDMENTS, ETC.

The
Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers' Certificate of the Issuer and/or the Subsidiary Guarantor,
in each case stating
that the execution of any amendment, supplement or waiver authorized pursuant to this Article Ten is authorized or permitted by this Indenture and that such amendment or supplement constitutes the
legal, valid and binding obligation of the Issuer and the Subsidiary Guarantor respectively enforceable in accordance with its terms (subject to customary exceptions). The Trustee may, but shall not
be obliged to, execute any such amendment, supplement or waiver which affects the Trustee's own rights, duties, trusts, discretions, authorities or immunities under this Indenture or otherwise. In
signing any amendment, supplement or waiver, the Trustee shall be entitled to receive an indemnity satisfactory to it.

ARTICLE XI        GUARANTEE

SECTION 11.01    GUARANTEE.

Subject
as may be provided in Section 11.02 with respect to the guarantee obligations of the Subsidiary Guarantor, the Subsidiary Guarantor guarantees (such guarantee to be
referred to herein as the "Guarantee") to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (i) the principal of,
interest, premium, if any, and Additional Amounts, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration or
otherwise and interest on the overdue principal, if any, and interest on any interest, to the extent lawful, of the Notes and all other obligations of the Issuer to the Holders or the Trustee under
the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case

85

---



of
any extension of time of payment or renewal of any Notes or of any such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise.

Subject
as may be provided in Section 11.02 with respect to the Subsidiary Guarantee, the Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantor on 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 Article Six for the purposes of the 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 acceleration of
such Obligations as provided in Article
Six, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of the Subsidiary Guarantee.

Subject
as may be provided in Section 11.02 with respect to the guarantee obligations of the Subsidiary Guarantee, the Subsidiary Guarantor hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defence of a guarantor. Subject to Section 11.02, the Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that it will
not be discharged except by complete performance of the Obligations contained in the Notes, this Indenture and in the Subsidiary Guarantee. If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or the Subsidiary Guarantor, any amount
paid by the Issuer or the Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. The
Subsidiary Guarantor hereby agrees that, in the event of default in the payment of principal (or premium, if any) or interest on such Notes, whether at their Stated Maturity, by acceleration, called
for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Notes, subject to the terms and conditions set forth in this
Indenture, directly against the Subsidiary Guarantor to enforce the Subsidiary Guarantor without first proceeding against the Issuer. The Subsidiary Guarantor agrees that if, after the occurrence and
during the continuance of an Event of Default, the Trustee or any Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect
interest on the Notes, or to enforce any other right or remedy with respect to the Notes, the Subsidiary Guarantor agrees to pay to the Trustee for the account of the Holders, upon demand therefor,
the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

SECTION 11.02    ENFORCEMENT OF SUBSIDIARY GUARANTEE

(a)   Subject
to (b) below, during such time as any Designated Senior Indebtedness remains outstanding at any time, neither the Holders nor the Trustee will be entitled
to:



86

---





(b)   Payment
under the Subsidiary Guarantee will become due in accordance with Section 11.01 when:



Notwithstanding
the occurrence of the events referred to in (b)(i) or (iii) above, payment under the Subsidiary Guarantee from the Subsidiary Guarantor will not be due and
neither the Holders nor the Trustee may make any demand on the Subsidiary Guarantor or take any other action against the Subsidiary Guarantor until a separate 120-day period has elapsed
from the date of the occurrence of such event under (i) or (iii) above but in no event shall such period exceed the period of 120 days provided under (ii) above, if any
holder of the security given under the Designated Senior Indebtedness confirms to the applicable Trustee that it is enforcing or taking formal steps to enforce the security it holds over the
Subsidiary Guarantor, any Holding Company or any Subsidiary of the Subsidiary Guarantor by selling or procuring the sale of the Capital Stock or any assets of the Subsidiary Guarantor, any such
Holding Company or any such Subsidiary.

(c)   For
the avoidance of doubt, the provisions of this Section 11.02 shall not be construed as constituting an event of default as set out in paragraph (g) of
Section 6.01.

SECTION 11.03    SUBORDINATION OF SUBSIDIARY GUARANTEE.

The
obligations of the Subsidiary Guarantor to the Holders of the Notes and to the Trustee pursuant to the Subsidiary Guarantee and this Indenture are expressly subordinate and subject
in right

87

---



of
payment to the prior payment in full of all Designated Senior Indebtedness to the extent and in the manner provided in Article Twelve.

SECTION 11.04    SEVERABILITY.

In
case any provision of the Subsidiary Guarantee 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 11.05    RELEASE OF SUBSIDIARY GUARANTOR FROM THE SUBSIDIARY GUARANTEE

(a)   The
Subsidiary Guarantee will be released upon the occurrence of the following events:



(b)   The
release of the Subsidiary Guarantor under (a) above shall only occur at such times as the Subsidiary Guarantor shall be unconditionally released from its
guarantee obligations under all Designated Senior Indebtedness.

SECTION 11.06    WAIVER OF SUBROGATION.

Until
payment in full is made of the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder and under the Notes, the Subsidiary Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Subsidiary Guarantor's
obligations under the Subsidiary Guarantee and this Indenture, including without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the
right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or any other manner, payment or Note on account of such claim or other rights. If
any amount shall be paid to the Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the
Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. The Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

88

---



SECTION 11.07    EXECUTION OF SUBSIDIARY GUARANTEE.

To
evidence its guarantee to the Holders set forth in this Article Eleven, the Subsidiary Guarantor hereby agrees to execute the Subsidiary Guarantee in substantially the form included
in Exhibit A, which shall be endorsed on such Note ordered to be authenticated and delivered by the Trustee. The Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee set forth in
this Article Eleven shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Subsidiary Guarantee. The Subsidiary Guarantee shall be signed on
behalf of the Subsidiary Guarantor by one Officer or authorised signatory of the Subsidiary Guarantor (whom shall have been duly authorized by all requisite corporate actions) prior to the
authentication of the Note on which it is endorsed, and the delivery of such Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee
on behalf of the Subsidiary Guarantor. Such signatures upon the Subsidiary Guarantee may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on the
Subsidiary Guarantee, and in case any such Officer who shall have signed the Subsidiary Guarantee shall cease to be such officer before the Note on which the Subsidiary Guarantee is endorsed shall
have been authenticated and delivered by the Trustee or disposed of by the Issuer, such Note nevertheless may be authenticated and delivered or disposed of as though the person who signed the
Subsidiary Guarantee had not ceased to be such Officer of the Subsidiary Guarantor.

SECTION 11.08    WAIVER OF STAY OR EXECUTION LAWS.

The
Subsidiary Guarantor shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or execution law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the Subsidiary Guarantor hereby expressly
waives all benefit or advantage of any such law, and shall not 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 had been enacted.

SECTION 11.09    EFFECTIVENESS OF SUBSIDIARY GUARANTEE.

The
Subsidiary Guarantee shall (i) remain in full force and effect and shall be valid to the fullest extent permitted by applicable law (including, without limitation, the law
applicable to the Subsidiary Guarantor) and (ii) continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become
insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such a payment or performance had not been
made. If any payments, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstituted and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

ARTICLE XII        SUBORDINATION OF SUBSIDIARY GUARANTEE OBLIGATIONS

SECTION 12.01    AGREEMENT TO SUBORDINATE

The
Subsidiary Guarantor agrees, and each Holder by accepting a Note agrees, that any payment of obligations by the Subsidiary Guarantor in respect of its Subsidiary Guarantee (its
"Subsidiary Guarantee Obligations") is subordinated in right of payment, to the extent and in the manner provided in this Article Twelve and the
Intercreditor Deed, to the prior payment of all Senior Indebtedness and

89

---



that
the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Subsidiary Guarantee Obligations shall in all respects rank pari passu with all other
Senior Subordinated Indebtedness of the Subsidiary Guarantor and only Indebtedness which is Senior Indebtedness of the Subsidiary Guarantor shall rank senior to the Subsidiary Guarantee Obligations in
accordance with the provisions set forth herein. All provisions of this Article Twelve shall be subject to Section 12.10.

SECTION 12.02    LIQUIDATION, DISSOLUTION, BANKRUPTCY

Upon
any payment or distribution of the assets of the Subsidiary Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of the Subsidiary Guarantor
or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Subsidiary Guarantor or its property:



SECTION 12.03    DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS

(a)   The
Subsidiary Guarantor may not make any payment with respect to its Subsidiary Guarantee Obligations or make any deposit pursuant to Section 9.01 (collectively,
"pay the Subsidiary Guarantee") if (1) any Designated Senior Indebtedness is not paid when due or (2) any other default on such Designated Senior Indebtedness occurs and the maturity of
such Designated Senior Indebtedness is accelerated by the holders thereof in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration
has been rescinded or (y) such

90

---



Designated
Senior Indebtedness has been paid in full; provided, however, that the Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if the Trustee receives written
notice approving such payment from the Representative of Designated Senior Indebtedness guaranteed by the Subsidiary Guarantor.

(b)   During
the continuance of any default (other than a default described in clause (1) or (2) of sub-clause (a) above) with respect to
Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated either immediately without further notice (except such notice as may be required to effect such acceleration)
or after the expiration of any applicable grace periods, the Subsidiary Guarantor shall pay the Subsidiary Guarantee for a period (a "Payment Blockage
Period") commencing upon the receipt by the Subsidiary Guarantor and the Trustee of written notice (a "Blockage Notice") of such
default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (unless such Payment Blockage
Period is terminated earlier (1) by written notice to the Trustee from the Person or Persons who gave such Blockage Notice, (2) if the default giving rise to such Blockage Notice is
cured, waived or otherwise no longer continuing or (3) because such Designated Senior Indebtedness has been discharged or repaid in full).

(c)   Notwithstanding
sub-clause (b) above (but subject to sub-clause (a) above), unless the holders of Designated Senior Indebtedness or
the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Subsidiary Guarantor may resume payments on the Subsidiary Guarantee upon termination
of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to such Designated
Senior Indebtedness during such period. For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period,
whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 12.04    PAYMENT OF SUBSIDIARY GUARANTEE

If
payment of a Subsidiary Guarantee becomes due pursuant to Section 11, the Subsidiary Guarantor or the Trustee shall promptly notify the holders of Designated Senior
Indebtedness (or their Representatives) of such event. The Trustee shall give notice of such event to all holders of Designated Senior Indebtedness. Prior to the Trustee's giving such notice, the
Issuer (or the Subsidiary Guarantor) shall notify the Trustee of the name and address of any such holder of Designated Senior Indebtedness.

SECTION 12.05    SUBROGATION

Subject
to the payment in full in cash, or such payment duly provided for to the satisfaction of the holders of Designated Senior Indebtedness, of all Designated Senior Indebtedness, the
Holders shall (subject to the provisions of the Intercreditor Deed) be subrogated to the rights of the holders of Designated Senior Indebtedness to receive payments or distributions of assets of the
Subsidiary Guarantor applicable to the Designated Senior Indebtedness, and for the purpose of such subrogation no payments or distributions to the holders of Designated Senior Indebtedness by or on
behalf of the Subsidiary Guarantor, or by or on behalf of the Holders by virtue of this Article Twelve, which otherwise would have been made to the Holders shall, as between the Subsidiary Guarantor
and the
Holders, be deemed to be a payment by the Subsidiary Guarantor to the holders of, or on account of, the Designated Senior Indebtedness.

91

---





SECTION 12.06    RELATIVE RIGHTS

This
Article Twelve defines the relative rights of Holders and holders of Senior Indebtedness. Nothing in this Indenture shall:



SECTION 12.07    SUBORDINATION MAY NOT BE IMPAIRED BY SUBSIDIARY GUARANTOR

No
right of any holder of a Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Subsidiary Guarantee shall be impaired by any act or failure to act by
the Subsidiary Guarantor or by its failure to comply with this Indenture.

SECTION 12.08    RIGHTS OF TRUSTEE AND PAYING AGENT

Notwithstanding
Section 12.03, the Trustee or Paying Agent may continue to make payments in respect of a Guarantee and shall not be charged with knowledge of the existence of
facts that would prohibit the making of any such payments unless, not less than four Business Days prior to the date of such payment, a Trust Officer of the Trustee receives notice satisfactory to it
that payments may not be made under this Article Twelve. The Registrar or co-registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice.

The
Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. The Registrar and co-registrar,
the Paying Agent and the Subsidiary Guarantor may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Twelve with respect to the Subsidiary
Guarantor's Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of the Subsidiary Guarantor's Senior Indebtedness; and nothing in this Article Twelve shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article Twelve shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 12.09    ARTICLE XII NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO ACCELERATE

The
failure to make a payment relating to the Subsidiary Guarantee Obligations by reason of any provision in this Article Twelve shall not be construed as preventing the occurrence of a
Default or Event of Default. Nothing in this Article Twelve shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

SECTION 12.10    TRUST MONEYS NOT SUBORDINATED

Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Nine by the Trustee for the
payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article Twelve, and none of
the Holders shall be obligated to pay over any such amount to the Subsidiary Guarantor or any holder of Senior Indebtedness or any other creditor of the Subsidiary Guarantor.

92

---



SECTION 12.11    TRUSTEE ENTITLED TO RELY

Upon
any payment or distribution pursuant to this Article Twelve, the Trustee and the Holders shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (2) upon a certificate of the Liquidator, the liquidating trustee or agent or other Person
making such payment or distribution to the Trustee or to the Holders or (3) upon the Representatives for the holders of Senior Indebtedness for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Senior Indebtedness and other Indebtedness of the Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article Twelve. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Twelve, the Trustee may request
such Person to furnish evidence to the satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person under this Article Twelve, and, if such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article Twelve.

SECTION 12.12    RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS

Each
Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold,
such Senior Indebtedness.

ARTICLE XIII        MISCELLANEOUS

SECTION 13.01    TRUST INDENTURE ACT CONTROLS

This
Indenture is subject to the provisions of the TIA that are required by applicable law to be a part of the Indenture and shall, to the extent applicable, but subject to
Section 14.07 be governed by such provisions. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this
Indenture as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture.

The
provisions of TIA §§310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this
Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

93

---



SECTION 13.02    NOTICES

Any
notice or communication shall be sufficiently given if in writing and delivered in person, by facsimile, and confirmed by overnight courier, or mailed by first-class mail addressed
as follows:



The
Issuer, the Subsidiary Guarantor or the Trustee by notice to all the others may designate additional or different addresses for subsequent notices or communications.

Except
as otherwise provided herein, all notices to the Holders will be valid if published in a leading English language daily newspaper published in London, or such other English
language daily newspaper with general circulation in Europe (as the case may be) as the Trustee may approve and, so long as the Notes are listed on the Luxembourg Stock Exchange, in one daily
newspaper published in Luxembourg approved by the Trustee. Any notice shall be deemed to have been given on the date of publication or, if so published more than once or on different date of the first
publication.

It
is expected that publication will normally be made in the Financial Times, and, so long as the Notes are listed on the Luxembourg Stock Exchange, the Luxemburger Wort. If publication
as provided

94

---



above
is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

Except
as otherwise provided herein, any notice or communication mailed, first class, postage prepaid, to a Holder, including any notice delivered in connection with TIA, §
310(b), TIA § 313(c), TIA § 314(a) and TIA § 315(b), shall be mailed to him. To the extent required by the TIA, any notice or communication shall also be mailed to
any person described in TIA § 313(c).

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. Except for a notice to the Trustee, which is
deemed given only when received, if a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

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

SECTION 13.03    COMMUNICATIONS BY HOLDER WITH OTHER HOLDERS

Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Subsidiary Guarantor,
(subject to Section 7.01(c)) the Trustee, the Registrar and any other person shall have the protection of TIA § 312(c).

SECTION 13.04    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

Upon
any request or application by the Issuer or the Subsidiary Guarantor to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or the Subsidiary
Guarantor (as the case may be) shall furnish to the Trustee at the request of the Trustee:



SECTION 13.05    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

Each
certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:



95

---





SECTION 13.06    RULES FOR MEETINGS OF HOLDERS; RULES BY PAYING AGENT AND REGISTRAR

The
rules for action by or at a meeting of Holders are set out in Schedule 1 to this Indenture. The Paying Agent or Registrar may make reasonable rules for their respective
functions.

SECTION 13.07    GOVERNING LAW

The
laws of England shall govern this Indenture, the Notes and the Subsidiary Guarantee except that the provisions included or deemed to be included herein and therein under the
mandatory provisions of the US Trust Indenture Act 1939 shall be governed by the federal laws of the United States of America.

SECTION 13.08    JURISDICTION, PROCEEDINGS, SERVICE OF PROCESS

(a)   The
courts of England shall have jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with these presents and
accordingly any legal action or proceedings arising out of or in connection with these presents ("Proceedings") may be brought in such courts. The Issuer and the Subsidiary Guarantor each irrevocably
submits to the jurisdiction of the courts of England and waives any objections to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in
an inconvenient forum. These submissions are for the benefit of the Trustee and each of the Holders and shall not limit the right of any of them (subject to the provision of these presents) to take
Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether
concurrently or not) if and to the extent permitted by applicable law.

(b)   Each
of the Issuer and the Subsidiary Guarantor irrevocably appoints Kappa Packaging UK Limited at its registered office, from time to time, being at the date hereof at
Arnsley Road, Weldon Industrial Estate, Corby, Northamptonshire, NN17 5DW, England as its authorised agent for service of process in England. Such service shall be deemed completed on delivery to such
process agent (whether or not it is forwarded to or received by the Issuer or the Subsidiary Guarantor). If for any reason such process agent ceases to be able to act as such or no longer has an
address in England each of the Issuer and the Subsidiary Guarantor irrevocably agrees to appoint a substitute process agent acceptable to the Trustee and shall immediately notify the Trustee of such
appointment. Nothing shall affect the right to serve process in any other manner permitted by law.

SECTION 13.09    SUCCESSORS

All
of the respective agreements of the Issuer and the Subsidiary Guarantor in this Indenture, the Notes and the Subsidiary Guarantee shall bind their successors. All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 13.10    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 13.11    SEVERABILITY

In
case any provision in this Indenture, the Notes or the Subsidiary Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions therein shall not in any way be affected or impaired thereby, and a Holder shall have no claim therefor against any party hereto.

96

---



SECTION 13.12    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

This
Indenture may not be used to interpret another indenture, loan or debt agreement of the Issuer, the Subsidiary Guarantor or any Subsidiary of the Subsidiary Guarantor. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.13    LEGAL HOLIDAYS

If
a payment date is not a Business Day, payment may be made on the next succeeding Business Day, and no interest shall accrue for the intervening period.

SECTION 13.14    JUDGMENT CURRENCY

Each
of the Issuer, the Subsidiary Guarantor and any other guarantor agrees to indemnify the Trustee and each Holder against any cost, charge, expense or other liability incurred by any
of them as a result of any judgment or order being given or made for any amount due under this Indenture or the Notes and such judgment or order being expressed an paid in a currency (the "Judgment
Currency") other than pounds sterling and as a result of any variation as between (i) the rate of exchange at which the pounds sterling amount is the converted into the Judgment Currency for
the purpose of such judgment or order and (ii) the spot rate of exchange in London at which any such person on the date of payment of such judgment or order is able to purchase pounds sterling
with the amount of the Judgment Currency actually received by such person. The foregoing indemnities shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.
The term "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, pounds sterling.

SECTION 13.15    THIRD PARTY RIGHTS

A
Person who is not party to this Indenture has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Indenture but this does not affect any right
or remedy of a third party which exists or is available apart from that Act.

97

---



IN
WITNESS whereof this Indenture has been executed as a deed by the Issuer, the Subsidiary Guarantor and the Trustee and delivered on the date first stated on page 1.

|SIGNED as a deed                       |   |  | 
|-------------------------------------- | - |  | 
|by                                     | ) |  | 
|for and on behalf of KAPPA BEEHER B.V. | ) |  | 
|in the presence of:                    | ) |  | 
|Witness' Signature:                    |   |  | 
|Name:                                  |   |  | 
|Address:                               |   |  | 
|Occupation:                            |   |  | 
|SIGNED as a deed                       |   |  | 
|by                                     | ) |  | 
|for and on behalf of                   | ) |  | 
|KAPPA PACKAGING B.V.                   | ) |  | 
|in the presence of:                    | ) |  | 
|Witness' Signature:                    |   |  | 
|Name:                                  |   |  | 
|Address:                               |   |  | 
|Occupation:                            |   |  | 
|EXECUTED as a deed                     | ) |  | 
|by THE BANK OF NEW YORK                | ) |  | 
|acting by                              | ) |  | 
|under the authority of that company    | ) |  | 
|in the presence of:                    | ) |  | 
|Witness' Signature:                    |   |  | 
|Name:                                  |   |  | 
|Address:                               |   |  | 
|Occupation:                            |   |  | 

98

---





EXHIBIT A        Form of Face of Note

[If a Global Note, then insert:] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF [THE DEPOSITARY TRUST COMPANY], EUROCLEAR OR CLEARSTREAM (EACH, A "DEPOSITARY") OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN A DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY A DEPOSITARY TO A NOMINEE OF A DEPOSITARY OR BY A NOMINEE OF A DEPOSITARY TO A DEPOSITARY OR ANOTHER NOMINEE OF A DEPOSITARY) MAY BE REGISTERED EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

[If
a Global Note, then insert:] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF A DEPOSITARY, TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF SUCH DEPOSITARY OR A NOMINEE OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF A
DEPOSITARY (AND ANY PAYMENT IS MADE TO ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF A DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, A NOMINEE OF A DEPOSITARY, HAS AN INTEREST HEREIN.

[If
a Restricted Global Note, then insert:] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE"SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. 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 THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (2) AGREES THAT IT WILL NOT PRIOR
TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER
OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO THE REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO 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, OR (D) PURSUANT TO OFFERS AND

99

---



SALES
TO PERSONS THAT ARE NOT US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")
OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. OFFERS,
SALES OR OTHER TRANSFERS OF THIS SECURITY UNDER CLAUSES (C), (D) AND (E) ABOVE ARE SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFERS, SALES OR OTHER TRANSFERS TO
REQUIRE THE DELIVERY OF AN OPINION OF 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. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "US PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S.

[If
a Regulation S Note, then insert:] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS, AND, PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (DEFINED AS 40 DAYS AFTER THE ISSUE DATE WITH RESPECT TO THE
SECURITIES), MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (2) TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

THE
OFFER AND SALE OF THE NOTES IS RESTRICTED PURSUANT TO APPLICABLE RULES OF DUTCH LAW. THE NOTES MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR DELIVERED, WHETHER DIRECTLY OR INDIRECTLY, TO
ANY INDIVIDUAL OR LEGAL ENTITY, OTHER THAN TO INDIVIDUALS OR LEGAL ENTITIES, WHETHER SITUATED IN OR OUTSIDE THE NETHERLANDS, WHO OR WHICH TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF THEIR
PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES FIRMS, INVESTMENTS INSTITUTIONS, INSURANCE COMPANIES, PENSION FUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH REGULARLY, AS
AN ANCILLARY ACTIVITY, INVEST IN SECURITIES).

100

---



Kappa Beheer B.V.

€95,000,000
105/8% Class A Senior Subordinated Notes due 2009

[CUSIP]
[ISIN] [Common Code]:

|No. |  | 
|--- |  | 

Kappa
Beheer B.V., a private company with limited liability organized and existing under the laws of the Netherlands (the "Issuer"), for value received, hereby promises to pay
to                        or registered assigns, the principal sum
of                        euro or such amount as may be increased or decreased in accordance with the terms of the Indenture and
as set forth on the
Schedule of Exchanges of Interest but not to exceed €95,000,000 on July 15, 2009.

Interest
Payment Dates:  January 15 and July 15.

Record
Dates:  January 1 and July 1.

Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.

IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed manually or by facsimile by its duly authorized officer.

|Dated: |  | KAPPA BEHEER B.V.
|------ |  | -----------------
|       |  | By:              
|       |  |                  

101

---



FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

The Trustee's certificate of authentication shall be in substantially the following form:

| |  | TRUSTEE'S CERTIFICATE OF AUTHENTICATION
| |  | ---------------------------------------
| |  | Dated:                                 
| |  | THE BANK OF NEW YORKas Trustee         
| |  | By:                                    
| |  |                                        

102

---





[REVERSE OF NOTE]

KAPPA BEHEER B.V.

€95,000,000 105/8% CLASS A
SENIOR SUBORDINATED NOTES DUE 2009

1.Interest.Kappa Beheer B.V., a private company with limited liability organized and existing under the laws
of the Netherlands (the "Issuer"), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of
105/8% per annum. Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including May 22,
2003 to but excluding the date on which interest is paid. Interest shall be payable in arrears on each January 15 and July 15 commencing July 15, 2003. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The Issuer shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at the
rate borne by the Notes.

2.Method of Payment.The Issuer will pay interest hereon (except defaulted interest) to the Persons who are
registered Holders at the close of business on January 1 or July 1 next preceding the Interest Payment Date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer will pay principal and interest in euro. However, the Issuer may pay principal, premium, if any and interest by its check payable in euro. The Issuer
may deliver any such interest payment to the Paying Agent or to the Holder at the Holder's registered address.

3.Paying Agent and Registrar.Initially, The Bank of New York will act as Paying Agent and Registrar (the
"Paying Agent") and Kredietbank S.A. Luxembourgeoise will act as Paying Agent in Luxembourg. The Issuer may change any Paying Agent or Registrar without prior notice. The Issuer or any of its
Subsidiaries may, subject to certain exceptions, act as Registrar.

4.Indenture.The Issuer issued €95,000,000 105/8% Class A Senior
Subordinated Notes due 2009 (the "Notes") under an Indenture dated as of May 22, 2003, (the "Indenture") between the Issuer, Kappa Packaging B.V., a private company with limited liability
organized and existing under the laws of the Netherlands and the Bank of New York, as Trustee (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 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture. To
the extent of any conflict between the terms of the Notes and the Indenture, the applicable terms of the Indenture shall govern.

The
Notes are general unsecured senior subordinated obligations of the Issuer. Payment on each Note is guaranteed on a senior subordinated basis by the Subsidiary Guarantor pursuant to
Article Eleven of the Indenture. The Notes are subordinated in right of payment to all Senior Indebtedness (as defined in the Indenture) to the extent and in the manner provided in the Indenture and
the Intercreditor Deed (as defined in the Indenture). The Subsidiary Guarantee will be subordinated to Senior Indebtedness on the same basis and to the same extent as the Notes are subordinated to
Senior Indebtedness as provided in the Indenture and the Intercreditor Deed. Each Holder of a Note, by accepting a Note, agrees to such subordination, authorizes the Trustee to give effect to such
subordination and appoints the Trustee as attorney for such purpose. The Issuer shall be entitled, subject to its compliance with Section 4.05 of the Indenture, to issue Additional Notes
pursuant to Section 2.16 of the Indenture.

103

---



5.Additional Amounts.The Issuer will pay to the Holders of Notes such Additional Amounts as may become payable
under Section 4.19 of the Indenture.

6.Optional Redemption of the Notes.The Notes will be redeemable at the option of the Issuer, in whole or in
part, at any time or from time to time on or after July 15, 2004, upon not less than 30 nor more than 60 days' prior notice, at the Redemption Prices (expressed as a percentage of
principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the Redemption Date, if redeemed during the 12- month period beginning on July 15 of the
years indicated below:

YEAR

Percentage2004

105.313
%2005

103.542
%2006

101.771
%2007 and thereafter

100.000
%


7.[Intentionally left blank]

8.Other Optional Redemption of the Notes.At any time on or prior to July 15, 2004, the Notes may be
redeemed, as a whole but not in part, at the option of the Issuer, upon not less than 30 or more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a
Redemption Price equal to 100% of the principal amount thereof plus the Interest Bearing Note Applicable Premium as of, and accrued but unpaid interest, if any, to the Redemption Date, subject to the
right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

9.Redemption for Taxation Reasons.The Issuer may, at its option, redeem the Notes in whole, but not in part,
at any time upon giving not less than 30 nor more than 60 days' notice to the holders of the Notes (which notice shall be irrevocable), at a Redemption Price equal to the principal amount
thereof plus accrued unpaid interest, if any, to the Redemption Date and all Additional Amounts, if any, then due and which will become due on such Redemption Date as a result of the redemption or
otherwise, if the Issuer, the Subsidiary Guarantor, is or on the next interest payment date in respect of the Notes, would be required to pay Additional Amounts (as defined under Section 4.19
of the Indenture) as a result of any of the events or circumstances described in Section 3.01(d) of the Indenture.

10.Mandatory Redemption.Except as set forth under Section 4.08 and Section 4.10 of the
Indenture, the Issuer is not required to make mandatory redemption payments with respect to the Notes.

11.Notice of Redemption.Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Notes to be redeemed at his registered address. On
and after the Redemption Date, unless the Issuer defaults in making the redemption payment, interest ceases to accrue on Notes or portions thereof called for redemption.

12.Offers to Purchase.The Indenture provides that upon the occurrence of a Change of Control or certain Asset
Dispositions and subject to further limitations contained therein, the Issuer shall make an Offer to Purchase outstanding Notes in accordance with the procedures set forth in the Indenture.

13.[Intentionally left blank]

14.Denominations, Transfer, Exchange.The Notes are in registered form, without coupons, in denominations of
€1000 and integral multiples thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay to it any taxes and fees required by law

104

---



or
permitted by the Indenture. Under certain circumstances set forth in the Indenture, the Registrar need not register the transfer of or exchange any Notes.

15.Persons Deemed Owners.The registered Holder of this Note may be treated as the owner of this Note for all
purposes.

16.Prescription.Claims against the Issuer and the Subsidiary Guarantor for (i) the payment of principal
or Additional Amounts, if any, on the Notes shall be prescribed ten years after the applicable due date for payment there of and (ii) for the payment of interest on the Notes shall be
prescribed five years after the applicable due date for payment of interest. The Trustee and the Paying Agent will pay any money in respect of claims so prescribed back to the Issuer at its written
request. Upon expiry of the time periods in (i) or (ii) above, all liability of the Issuer and the Subsidiary Guarantor with respect to such monies shall cease.

17.Amendment, Supplement, Waiver, etc.The Issuer and the Trustee may, without the consent of the Holders of
any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies. Other
amendments and modifications of the Indenture or the Notes may be made by the Issuer and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of
the outstanding Notes (voting as one class and with other holders of Notes of other series issued under the Indenture, subject to certain exceptions requiring the consent of the Holders of the
particular Notes to be affected).

18.Restrictive Covenants.The Indenture imposes certain limitations on the ability of the Issuer and its
Restricted Subsidiaries to, among other things, incur additional Indebtedness, make Restricted Payments, make certain Investments, create or incur Liens, enter into transactions with Affiliates, enter
into agreements restricting the ability of Restricted Subsidiaries to pay dividends and make distributions and on the ability of the Issuer to merge or consolidate with any other person or transfer
all or substantially all of the Issuer's assets. Such limitations are subject to a number of important qualifications and exceptions. Pursuant to the Indenture, the Issuer must annually report to the
Trustee on compliance with such limitations.

19.Defaults and Remedies.Events of Default are set forth in the Indenture. Subject to certain limitations in
the Indenture, if an Event of Default (other than certain events of bankruptcy, insolvency or reorganization affecting the Issuer) occurs and is continuing, the Trustee or the Holders of not less than
25% in aggregate principal amount of the outstanding Notes under the Indenture may declare all principal of and accrued interest as of such date on all Notes to be immediately due and payable and such
amounts shall become immediately due and payable.

20.Trustee Dealings with Issuer.The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Subsidiary Guarantor, the Issuer or its Affiliates and may otherwise deal with the Subsidiary Guarantor, the Issuer or its Affiliates, as if it were
not Trustee.

21.No Recourse Against Others.No board member, officer, employee, incorporator or shareholder of the Issuer or
the Subsidiary Guarantor shall have any liability (other than imposed by applicable mandatory law) for any obligations of the Issuer or the Subsidiary Guarantor under the Notes, the Indenture or the
Subsidiary Guarantee for a claim based on, in respect of, or by reason of, such obligations or their creation by reason of his, her or its status as such. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

22.Discharge.The Issuer's obligations pursuant to the Indenture will be discharged, except for obligations
pursuant to certain sections thereof, subject to the terms of the Indenture, upon the payment of all the Notes or upon the irrevocable deposit with the Trustee of money and/or Designated

105

---



Government
Obligations sufficient to pay when due principal of and interest on the Notes to maturity or redemption.

23.Authentication.This Note shall not be valid until the Trustee signs the certificate of authentication on
the other side of this Note.

24.Governing Law.THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH ENGLISH LAW EXCEPT TO THE
EXTENT MANDATORY PROVISIONS OF THE TRUST INDENTURE ACT ARE INCLUDED OR DEEMED TO BE INCLUDED HEREIN UNDER THE TRUST INDENTURE ACT AS TO WHICH THE TRUST INDENTURE ACT SHALL GOVERN. Each of the Trustee,
the Issuer, the Subsidiary Guarantor and the Holders agree to submit to the jurisdiction of the courts of England and Wales in any action or proceeding arising out of or relating to the Indenture, the
Subsidiary Guarantee or the Notes.

25.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).

26.Currency of Account.euro is the sole currency of account and payment for all sums payable by the Issuer and
the Subsidiary Guarantor under the Notes.

27.CUSIP and ISIN Numbers.The Issuer has caused CUSIP or ISIN numbers, as applicable, to be printed on the
Notes and the Trustee may use CUSIP or ISIN numbers, as applicable, 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 hereon.

The
Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:



106

---





[FORM OF NOTATION ON NOTES RELATING TO GUARANTEE]        SENIOR SUBORDINATED GUARANTEE

The Subsidiary Guarantor (as defined in the Indenture referred to in the Note upon which this notation is endorsed) hereby guarantees on a senior subordinated
basis (such guarantee being referred to herein as the "Guarantee") the due and punctual payment of the principal of, and premium, if any, interest, and Additional Amounts (if any) on, the Notes,
whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, and premium, if any, interest Additional Amounts (if any) on, the Notes, and
the due and the punctual performance of all other obligations of the Issuer and the Subsidiary Guarantor to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of
the Indenture.

The
obligations of the Subsidiary Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and are expressly subordinated and
subject in right of payment to the prior payment in full of all Senior Indebtedness, to the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such
Indenture for the precise terms of the Subsidiary Guarantee therein made.

The
Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon with the Subsidiary Guarantee are noted shall have been
executed by the Trustee under this Indenture by the manual or facsimile signature of one of its authorized officers.

The
Subsidiary Guarantee shall be governed by and construed in accordance with the laws of England.

The
Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture.

|KAPPA PACKAGING B.V. |  |             
|-------------------- |  | ------------
|By:                  |  |             
|                     |  | Name:
Title:

107

---



FORM OF ASSIGNMENT

If you, the holder, want to assign this Note, fill in the form below and have your signature guaranteed:

I
or we assign and transfer this Note to:

(Insert
assignee's social security or tax ID number)

---

---

---

(Print
or type assignee's name, address and zip code)

and
irrevocably appoint
of
 Agent to transfer this Note on the books of the Issuer. The Agent may substitute
another to act for such agent.

In
connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the United States Securities and Exchange
Commission of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering resales of this Note (which effectiveness shall not have been
suspended or terminated at the date of the transfer) and (ii) the date two years (or such shorter period of time as may be permitted by Rule 144(k) under the Securities Act or any
successor provision thereunder) after the later of the original issuance date appearing on the face of this Note (or any Predecessor Note) or the last date on which the Issuer or any Affiliate of the
Issuer was the owner of this Note (or any Predecessor Note), the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that:

[Check
One]

or

If neither of the foregoing boxes is checked and, in the case of (b) above, if the appropriate document is not attached or otherwise furnished to the
Trustee, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder hereof unless and until

108

---



the
conditions to any such transfer or registration set forth herein and in Section 2.14 and Section 2.15 of the Indenture shall have been satisfied.

|Dated: |  |  |  | Your signature:                                                    |  | 
|------ |  |  |  | ------------------------------------------------------------------ |  | 
|       |  |  |  | (Sign exactly as your name appears on the other side of this Note)
|       |  |  |  | By:                                                                |  | 
|       |  |  |  | NOTICE: To be executed by an executive officer                    

|[Signature Guaranteed: |  |                                                                                                                                    
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|                       |  | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program acceptable to the Trustee)]

109

---



TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A (including the information
specified in Rule 144A(d)(4)) or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

|Dated: |  |  |  |                                               
|------ |  |  |  | ----------------------------------------------
|       |  |  |  | NOTICE: To be executed by an executive officer

110

---



OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Note purchased by the Issuer pursuant to Section 4.08 or Section 4.10 of the Indenture, check the box:

o

Section 4.08

o

Section 4.10


If
you wish to have a portion of this Note purchased by the Issuer pursuant to Section 4.08 or Section 4.10 of the Indenture, state the amount:

|€ |  |                     |  | 
|- |  | ------------------- |  | 
|  |  | (multiple of €1000) |  | 

|Dated: |  |  |  | Your Signature:                                                    |  | 
|------ |  |  |  | ------------------------------------------------------------------ |  | 
|       |  |  |  | (Sign exactly as your name appears on the other side of this Note)

|Signature Guaranteed: |  |                                                                                                                                   
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|                      |  | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program acceptable to the Trustee)

111

---



SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

|Date of Exchange |  | Amount of decrease in
Principal Amount at
maturity of this
Global Note |  | Amount of increase in
Principal Amount at
maturity of this Global
Note |  | Principal Amount at
maturity of this Global
Note following such
decrease (or increase |  | Signature of authorized
officer of Trustee or
Note Custodian
|---------------- |  | ---------------------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|                 |  |                                                                        |  |                                                                        |  |                                                                                       |  |                                                             

112

---





EXHIBIT B

FORM OF TRANSFER CERTIFICATE
RESTRICTED GLOBAL SECURITY TO
REGULATION S GLOBAL SECURITY
(Transfers pursuant to Sections 2.14(b)(ii) of the Indenture)

The
Bank of New York
as Trustee
One Canada Square
London
E14 5AL
Corporate Trust Administration



Reference
is hereby made to the Indenture, dated as of May 22, 2003 between the Issuer, the Subsidiary Guarantor and The Bank of New York, as trustee, (the
"Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be.

This
certificate relates to €95,000,000 (Ninety-five million Euro) principal amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):

|[CUSIP][CINS][ISIN] No(s). |  | 
|-------------------------- |  | 

|CERTIFICATE No(s). |  | 
|------------------ |  | 

The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or
owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the
appropriate Common Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.

The
Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of an
interest in the Regulation S Global Note. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 904 under the
Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:



113

---





This
certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers under the Purchase Agreement.

|Dated: |  |                                                                                                                                               |       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------- | ------
|       |  | (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)                                    
|       |  | By:                                                                                                                                           |       
|       |  |                                                                                                                                               | Name: 
|       |  |                                                                                                                                               | Title:
|       |  | (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

114

---





EXHIBIT C

FORM OF TRANSFER CERTIFICATE
RESTRICTED GLOBAL SECURITY TO UNRESTRICTED
GLOBAL SECURITY
(Transfers Pursuant to Sections 2.14(b)(iii) of the Indenture)

The
Bank of New York
as Trustee
One Canada Square
London
E14 5AL
Corporate Trust Administration



Reference
is hereby made to the Indenture, dated as of May 22, 2003 between the Issuer, the Subsidiary Guarantor and The Bank of New York, as trustee, (the
"Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be.

This
certificate relates to €95,000,000 (Three hundred and Ninety-five million Euro) principal amount of Notes, which are evidenced by the following
certificate(s) (the "Specified Notes"):

|[CUSIP][CINS][ISIN] No(s). |  | 
|-------------------------- |  | 

|CERTIFICATE No(s). |  | 
|------------------ |  | 

The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or
owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the
appropriate Common Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.

The
Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of an interest in the Regulation S Global
Security. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:



115

---





This
certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers under the Purchase Agreement.

|Dated: |  |                                                                                                                                               |  |       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | ------
|       |  | (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)                                    
|       |  | By:                                                                                                                                           |  |       
|       |  |                                                                                                                                               |  | Name: 
|       |  |                                                                                                                                               |  | Title:
|       |  | (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

116

---





EXHIBIT D

FORM OF TRANSFER CERTIFICATE
REGULATION S GLOBAL SECURITY TO
RESTRICTED GLOBAL SECURITY
(Transfers to QIBs Pursuant to Sections 2.14(b)(iv) of the Indenture)

The
Bank of New York
as Trustee
One Canada Square
London
E14 5AL
Corporate Trust Administration



Reference
is hereby made to the Indenture, dated as of May 22, 2003 between the Issuer, the Subsidiary Guarantor and The Bank of New York, as trustee, (the
"Indenture"). Terms used but not defined herein and defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as the case may be.

This
certificate relates to €95,000,000 (Ninety-five million Euro) principal amount of Notes, which are evidenced by the following certificate(s) (the
"Specified Notes"):

|[CUSIP][CINS][ISIN] No(s). |  | 
|-------------------------- |  | 

|CERTIFICATE No(s). |  | 
|------------------ |  | 

The
person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole
beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or
owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the
appropriate Common Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner.

The
Owner has requested that the Specified Notes be transferred to a person (the "Transferee") who will take delivery in the form of an
interest in the Restricted Global Note. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with Rule 144A under the Securities Act
and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:



117

---





This
certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers under the Purchase Agreement.

|Dated: |  |                                                                                                                                               |       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------- | ------
|       |  | (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.)                                    
|       |  | By:                                                                                                                                           |       
|       |  |                                                                                                                                               | Name: 
|       |  |                                                                                                                                               | Title:
|       |  | (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

118

---





EXHIBIT E

FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH
TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS
(Transfers Pursuant to Section 2.15 of the Indenture)

The
Bank of New York
as Trustee
One Canada Square
London
E14 5AL
Corporate Trust Administration



Ladies
and Gentlemen:

Reference
is hereby made to the Indenture, dated as of May 22, 2003 between the Issuer, the Subsidiary Guarantor and The Bank of New York, as trustee (the "Indenture"). Terms used but not defined herein have
the meanings given to them in the Indenture.

This
certificate relates to €95,000,000 (Ninety-five million Euro) principal amount of Notes, which are evidenced by the following certificate(s) (the "Notes"):



119

---





| |  | Very truly yours,  
| |  | -------------------
| |  | (Name of Purchaser)
| |  | By:                
| |  | Date:              

120

---





SCHEDULE 1        PROVISIONS FOR MEETINGS OF HOLDERS



121

---







122

---





123

---







124

---





125

---



QuickLinks