Exhibit 2.4  EXECUTION COPY 
 $200,000,000 7.75% Senior
Subordinated Notes due 2015  DOLLAR REGISTRATION RIGHTS
AGREEMENT  Dated as of January 31, 2005  by and among  JSG FUNDING PLC  and  DEUTSCHE BANK AG LONDON  and  CITIGROUP GLOBAL MARKETS
LIMITED


This Dollar Registration
Rights Agreement (this Agreement)
is made and entered into as of January 31, 2005, by and among JSG Funding plc,
a public limited company incorporated under the laws of Ireland (the Company), and Deutsche Bank AG London and
Citigroup Global Markets Limited (each, an Initial
Purchaser and, collectively, the Initial
Purchasers), each of whom has agreed to purchase the Companys
7.75% Senior Subordinated Notes due 2015 in aggregate principal amount of
$200,000,000 (the Initial Notes)
pursuant to the Purchase Agreement (as defined below).  This Agreement is made
following the execution of the Purchase Agreement, dated January 12, 2005 (the Purchase Agreement), by and among the
Company and the Initial Purchasers pursuant to an agreement among the parties
to provide the registration rights set forth in this Agreement.  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture,
dated January 31, 2005, among the Company, and Deutsche Bank Trust Company
Americas, as Trustee, Registrar and Paying Agent (the Trustee) and Deutsche Bank Luxembourg
S.A., as Paying Agent and Transfer Agent, relating to the Initial Notes and the
Exchange Notes (as defined in Section 1 herein) (the Dollar Indenture).  The parties hereby agree as
follows:  SECTION
1.  DEFINITIONS  As used in this Agreement;
the following capitalized terms shall have the following meanings:  Act:  The
Securities Act of 1933, as amended.  Affiliate:  As
defined in Rule 144 of the Act.  Broker-Dealer:  Any
broker or dealer registered under the Exchange Act.  Business
Day:  Any day except a Saturday, Sunday or other
day in the City of New York on which banks are authorized or ordered to
close.  Closing
Date:  The date hereof.  Commission:  The
Securities and Exchange Commission.  Consummate:  An
Exchange Offer shall be deemed Consummated for purposes of this Agreement
upon the occurrence of (a) the filing and effectiveness under the Act of the
Exchange Offer Registration Statement relating to the Exchange Notes to be
issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of such Exchange
Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to (i) the Dollar
Book-Entry Depositary (as defined in the Dollar Deposit and Custody Agreement)
of the Exchange Notes (in the case of notes in bearer form) or (ii) the Registrar
(as defined under the Dollar Indenture) of the Exchange Notes to be registered
(in the case of notes in definitive form), in each case in the same aggregate
principal amount as the aggregate principal amount of Initial Notes tendered by
the Holders thereof pursuant to the Exchange Offer.  Effectiveness
Deadline:  As defined in Section 3(a) and 4(a) hereof.


Euro
Exchange Notes:  Notes issued in exchange for the Companys
7.75% euro-denominated Senior Subordinated Notes due 2015.  Exchange
Act:  The Securities Exchange Act of 1934, as
amended.  Exchange
Notes:  The Companys 7.75% Exchange Senior
Subordinated Dollar-denominated Notes due 2015 to be issued pursuant to the
Dollar Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section
4 hereof.  Exchange
Offer:  The offer by the Company to exchange an
aggregate principal amount of Exchange Notes (which shall be registered
pursuant to the Exchange Offer Registration Statement) equal to the then
outstanding principal amount of Initial Notes that are tendered by the Holders
in connection with such offer.  Exchange
Offer Registration Statement:  The Registration Statement
relating to the Exchange Offer, including the related Prospectus.  Filing
Deadline:  As defined in Sections 3(a) and 4(a) hereof.  Holder:  As
defined in Section 2 hereof.  Indemnified
Holder:  As defined in Section 7(a) hereof.  Indemnified
Person:  As defined in Section 7(c) hereof.  Indemnifying
Person:  As defined in Section 7(c) hereof.  Notes: 
Initial Notes and Exchange Notes.  Person:  An
individual, partnership, limited liability company, corporation, trust,
unincorporated organization, or a government or agency or political subdivision
thereof.  Private
Exchange:  As defined in Section 3(c) hereof.  Private
Exchange Notes:  As defined in Section 3(c) hereof.  Prospectus:  The
prospectus included in a Registration Statement at the time such Registration
Statement is declared effective, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.  Recommencement
Date:  As defined in Section 5(d) hereof.  Registration
Statement:  Any registration statement of the Company
relating to (a) an offering of any Exchange Notes pursuant to an Exchange Offer
or (b) the registration for resale of Transfer Restricted Securities pursuant
to the Shelf Registration Statement, in each case, (i) that is filed pursuant
to the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post effective
amendments) and all exhibits and material incorporated by reference therein.  Rule 144:  Rule
144 promulgated under the Act.  2


Shelf
Registration Statement:  As defined in Section 4 hereof.  Suspension
Notice:  As defined in Section 5(d) hereof.  TIA:  The
Trust Indenture Act of 1939, as amended.  Transfer
Restricted Securities:  Each Note, until the earliest to occur of (a)
the date on which such Note is exchanged in an Exchange Offer and entitled to
be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Act, (b) the date on which such Note has
been disposed of in accordance with a Shelf Registration Statement, (c) the
date on which such Note is disposed of by a Broker-Dealer pursuant to the Plan
of Distribution contemplated by an Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein) or (d) the date on
which such Note is distributed to the public pursuant to Rule 144 under the
Act.  SECTION
2.  HOLDERS  In this agreement, Holder means (i) for so long as the Notes
are represented by Global Notes (as defined in the Dollar Indenture), the
bearer thereof which shall initially be the Dollar Book-Entry Depositary (as
defined in the Dollar Deposit and Custody Agreement) and (ii) in the event that
Definitive Notes (as defined in the Dollar Indenture) are issued, the Person in
whose name a Note is registered on the Registrars books.  SECTION
3.  REGISTERED EXCHANGE OFFER  (a)           Unless the Exchange Offer shall not
be permitted by applicable federal law or policy of the Commission (after the
procedures set forth in Section 5(a)(i) below have been complied with), the
Company shall use all commercially reasonable efforts to (i) cause the Exchange
Offer Registration Statement to be filed with the Commission on or prior to the
date that is 120 days after the Closing Date (such 120th day being the Filing Deadline), (ii) cause such Exchange Offer
Registration Statement to become effective on or prior to the date that is 240
days after the Closing Date (such 240th day being the Effectiveness Deadline), (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer,
and (iv) upon the effectiveness of such Exchange Offer Registration Statement,
use all commercially reasonable efforts to commence and Consummate the Exchange
Offer within 30 days.  The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange Notes
to be offered in exchange for the Initial Notes that are Transfer Restricted
Securities and to permit resales of Exchange Notes by any Broker-Dealer that
tendered into the Exchange Offer for Initial Notes that such Broker-Dealer
acquired for its own account as a result of market making activities or other
trading activities (other than Initial Notes acquired directly from the Company
or any of its Affiliates) as contemplated by Section 3(c) below.  (b)           The Company shall use all
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under  3


applicable
federal and state securities laws to Consummate the Exchange Offer, provided, however, that
in no event shall such period be less than 20 Business Days.  The Company shall cause the Exchange Offer to
comply with all applicable federal and state securities laws.  No securities other than the Exchange Notes
and the Euro Exchange Notes shall be included in the Exchange Offer
Registration Statement. The Company shall use all commercially reasonable
efforts to cause the Exchange Offer to be Consummated
on or prior to the date that is 30 Business Days after the Exchange Offer
Registration Statement has become effective, or longer, if required by the
federal securities laws.  (c)           The Company shall include a Plan of
Distribution section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that (i) any Broker-Dealer who
holds Transfer Restricted Securities that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer, however, such
Broker-Dealer may be deemed to be an underwriter within the meaning of the
Act and must, therefore, deliver a prospectus meeting the requirements of the
Act in connection with its initial sale of any Exchange Notes received by such
Broker-Dealer in the Exchange Offer and (ii) the Prospectus contained in the
Exchange Offer Registration Statement may be used to satisfy such prospectus
delivery requirement.  Such Plan of
Distribution section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such Plan of Distribution shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.  To the extent necessary to ensure that the Exchange
Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, the Company agrees, in the event it receives notice from a
Broker-Dealer within 20 Business Days of the Consummation of the Exchange Offer
that such Broker-Dealer holds Transfer Restricted Securities that were acquired
for the account of such Broker-Dealer as a result of market-making or similar
activities, to use all commercially reasonable efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended
as required by the provisions of Section 5(c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of 180 days from
the day on which the Exchange Offer is Consummated, or such shorter period as
will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto.  The Company shall promptly provide sufficient
copies of the latest version of such Prospectus to such Broker-Dealers promptly
upon request, and in no event later than two Business Days after such request,
at any time during such period.  If, prior to consummation of the Exchange Offer, the
Initial Purchasers hold any Initial Notes acquired by them and having, or which
are reasonably likely to be determined to have, the status of an unsold
allotment in the initial distribution, the Company, upon the written request of
the Initial Purchasers simultaneously with the delivery of the Exchange Notes
in the Exchange Offer, shall issue and deliver to the Initial Purchasers in
exchange (the Private Exchange)
for such Initial Notes held by the Initial Purchasers a like principal amount
of Notes of the Company, that are substantially identical in all material  4


respects to the Exchange Notes (the Private Exchange Notes) (and which are
issued pursuant to the same indenture as the Exchange Notes) except for the
placement of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall bear the
same CUSIP number, if any, ISIN number and Common Code as the Exchange Notes to
the extent permitted by the CUSIP Service Bureau of Standard & Poors and
other applicable organizations.  Interest on the Exchange Notes and the Private
Exchange Notes will accrue from the last interest payment date on which
interest was paid on the Initial Notes surrendered in exchange therefor or if
no interest has been paid on the Initial Notes from the Issue Date.  In connection with the Exchange Offer, the Company
shall:  (1)           mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;  (2)           utilize the services
of a depositary for the Exchange Offer with an address in London, England,
which may be either the Trustee or an affiliate of the Trustee;  (3)           permit Holders to
withdraw tendered Notes at any time prior to the close of business, London
time, on the last business day on which the Exchange Offer shall remain open;
and  (4)           otherwise
comply in all material respects with all applicable laws, rules and
regulations.  As soon as practicable after the close of the
Exchange Offer or the Private Exchange, as the case may be, the Company shall:  (1)           accept
for exchange all Initial Notes tendered and not validly withdrawn pursuant to
the Exchange Offer or the Private Exchange;  (2)           deliver to the
Trustee or Authenticating Agent (as defined in the Dollar Indenture) for
cancellation all Initial Notes so accepted for exchange; and  (3)           cause each Trustee
promptly to authenticate and deliver to each Holder of the Initial Notes,
Exchange Notes or Private Exchange Notes, as the case may be, in global form in
aggregate principal amount equal to the respective Initial Notes so accepted
for exchange, as further set forth in the Dollar Indenture.  The Exchange Notes and the Private Exchange Notes
may be issued under (i) the Dollar Indenture or (ii) indenture substantially
identical in all material respects to the Dollar Indenture which in either
event shall provide that (1) the Exchange Notes shall not be subject to the
transfer restrictions set forth in the Dollar Indenture and (2) the Private
Exchange Notes shall be subject to the transfer restrictions set forth in the
Dollar Indenture.  The Dollar Indenture
or such indenture substantially identical in all material respects to the
Dollar Indenture shall provide that the Exchange Notes, Private Exchange Securities
and Initial Notes shall vote and consent together on all matters as one class
and that none of the  5


Exchange Notes, Private Exchange Securities or
Securities will have the right to vote or consent as a separate class on any
matter.  SECTION
4.  SHELF REGISTRATION  (a)           Shelf Registration.  If (i) the Exchange Offer is not permitted by
applicable law or policy of the Commission (after the Company has complied with
the procedures set forth in Section 5(a)(i) below) or (ii) any Holder of
Transfer Restricted Securities shall notify the Company in writing within 20
days following the Consummation of the Exchange Offer that (A) upon advice of
counsel such Holder was prohibited by law or Commission policy from participating
in the Exchange Offer or (B) such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or
(C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly
from the Company or any of its Affiliates, then the Company shall:  (x)  use all
commercially reasonable efforts to cause to be filed, on or prior to 60 days
after the earlier of (i) the date on which the Company determines that the
Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) above and (ii) the date on which the Company receives the notice
specified in clause (a)(ii) above (such earlier date, the Filing Deadline), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement (the Shelf
Registration Statement)), relating to all Transfer Restricted
Securities of Holders which shall have provided the information required
pursuant to Section 4(b) hereof, provided, however, that nothing in this
section 4(a)(x) shall require filing of a Shelf Registration Statement prior to
the Filing Deadline for an Exchange Offer Registration Statement; and  (y)  use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 120 days after the
Filing Deadline (such 120th day the Effectiveness
Deadline).  If, after the Company has filed an Exchange Offer
Registration Statement that satisfies the requirements of Section 3(a) above,
the Company is required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer is not permitted under applicable
federal law or policy of the Commission (i.e., clause (a)(i) above), then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy
the requirements of clause (x) above; provided
that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).  The Company shall use all commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented and amended as required by and subject to
the provisions of Sections 5(b) and (c) hereof to the extent necessary to
ensure that it is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) (and the other
Securities required to be registered therein pursuant to Section 5(b) hereof)
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least two years (as extended pursuant to
Section 5(c)(i)) following the Closing Date, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.  6


(b)           Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 10 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein.  Each selling Holder agrees to promptly furnish
additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading. The Company shall not be obligated to supplement such Shelf
Registration Statement after it has been declared effective by the Commission
more than four times per quarterly period to reflect additional Holders.  SECTION
5.  REGISTRATION PROCEDURES  (a)           Exchange Offer Registration
Statement.  In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 5(c) below, (y) use all commercially reasonable efforts to effect such
exchange and to permit the resale of Exchange Notes by any Broker-Dealer that
tendered in the Exchange Offer Initial Notes that such Broker-Dealer acquired
for its own account as a result of its market making activities or other
trading activities (other than Initial Notes acquired directly from the Company
or any of its Affiliates) being sold in accordance with the intended method or
methods of distribution thereof, and (z) comply with all of the following
provisions:  (i)            If,
following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the
reasonable opinion of counsel to the Company raises a substantial question as
to whether the Exchange Offer is permitted by applicable federal law, the
Company hereby agrees to seek a no-action letter or other favorable decision
from the Commission allowing the Company to Consummate an Exchange Offer for
such Transfer Restricted Securities.  The
Company hereby agrees to pursue the issuance of such a decision to the
Commission staff level.  In connection
with the foregoing, the Company hereby agrees to take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (A) participating in
telephonic conferences with the Commission, (B) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that such an Exchange
Offer should be permitted and (C) diligently pursuing a resolution (which need
not be favorable) by the Commission staff.  (ii)           As
a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a
Broker-Dealer) shall furnish, upon the request of the Company, prior to the
Consummation of the Exchange Offer, a written representation to the Company
(which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (A) it is not an
Affiliate of the Company, (B) it is not engaged in, and does not intend to engage
in, and has no arrangement or understanding with any person to participate in,
a distribution of the Exchange Notes to be issued in the Exchange Offer and (C)
it is acquiring the Exchange Notes in its ordinary course of business.  Each Holder using the Exchange Offer to
participate in a distribution of the Exchange Notes hereby acknowledges and  7


agrees
that, if the resales are of Exchange Notes obtained by such Holder in exchange
for Notes acquired directly from the Company or an Affiliate thereof, it
(1) could not, under Commission policy as in effect on the date of this
Agreement, rely on the position of the Commission enunciated in Morgan
Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation (available May 13,1988), as interpreted in the
Commissions letter to Shearman & Sterling dated July 2, 1993,
and similar no-action letters (including, if applicable, any no-action letter
obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with
a secondary resale transaction and that such a secondary resale transaction
must be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K.  (iii)          Prior to effectiveness of the Exchange Offer Registration
Statement, the Company shall provide a supplemental letter to the Commission
(A) stating that the Company is registering the Exchange Offer in reliance on
the position of the Commission enunciated in Exxon Capital Holdings
Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
(available June 5, 1991) as interpreted in the Commissions letter to Shearman
& Sterling dated July 2, 1993, and, if applicable, any no-action
letter obtained pursuant to clause (i) above, (B) including a representation
that the Company has not entered into any arrangement or understanding with any
Person to distribute the Exchange Notes to be received in the Exchange Offer
and that, to the best of the Companys information and belief, each Holder
participating in the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or understanding with any
Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer and (C) any other undertaking or representation required by the
Commission as set forth in any no-action letter obtained pursuant to clause (i)
above, if applicable.  (b)           Shelf Registration Statement.  In connection with the Shelf Registration
Statement, the Company shall comply with all the provisions of Section 5(c)
below and shall use all commercially reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof
(as indicated in the information furnished to the Company pursuant to Section
4(b) hereof), and pursuant thereto the Company will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.  (c)           General Provisions.  In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:  (i)            use all commercially reasonable efforts to keep such
Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this
Agreement, as applicable.  Upon the
occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein (in light of the circumstances in which they were made) not misleading
or (B) not to be effective and usable for resale of Transfer Restricted
Securities during the period required by this  8


Agreement,
the Company shall file promptly an appropriate amendment to such Registration
Statement curing such defect, and, if Commission review is required, use all
commercially reasonable efforts to cause such amendment to be declared
effective as soon as practicable.  Notwithstanding
the foregoing, if the Board of Directors of the Company determines in good
faith that it is in the best interests of the Company not to disclose the
existence of facts surrounding any proposed or pending material corporate
transaction or other material development involving the Company, the Company
may allow the Shelf Registration to fail to be effective or the Prospectus
contained therein to be unusable as a result of such nondisclosure for up to 60
days in any year during the two-year period of effectiveness required by
Section 4 hereof and provided that such action would not result in a failure to
meet the deadlines set out herein during such period.  (ii)           prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period set forth in Section
3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by
any required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as
applicable, under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in
such Registration Statement or supplement to the Prospectus;  (iii)          with
respect to a Shelf Registration Statement, advise the selling Holders promptly
and, if requested by such Persons, confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to any applicable Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of
any request by the Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Act or of
the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (D) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
the Registration Statement in order to make the statements therein not
misleading, or that requires the making of any additions to or changes of the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or Blue Sky laws, the Company shall use all
commercially reasonable efforts to obtain the withdrawal or lifting of such
order at the earliest possible time;  9


(iv)          subject
to Section 5(c)(i), if any fact or event contemplated by Section 5(c)(iii)(D)
above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities,
the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, is the
light of the circumstances under which they were made, not misleading;  (v)           furnish
to the Initial Purchasers and with respect to a Shelf Registration Statement,
each selling Holder named in any Registration Statement or Prospectus in
connection with such sale, if any, before filing with the Commission, copies of
any Registration Statement or any Prospectus included therein or any amendments
or supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such
Registration Statement), which documents will be subject to the review and
comment of such Holders in connection with such sale, if any, for a period of
five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration
Statement or Prospectus (including all such documents incorporated by
reference) to which the selling Holders of the Transfer Restricted Securities
covered by such Registration Statement in connection with such sale, if any,
shall reasonably object within five Business Days after the receipt
thereof.  A selling Holder shall be
deemed to have reasonably objected to such filing if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains a material misstatement or omission or fails to comply with
the applicable requirements of the Act;  (vi)          with
respect to a Shelf Registration Statement, promptly prior to the filing of any
document that is to be incorporated by reference into a Registration Statement
or Prospectus, provide copies of such document to the selling Holders, upon the
reasonable request of such selling Holders, in connection with such sale, if
any, and make the Companys representatives available to discuss customary due
diligence matters;  (vii)         with
respect to a Shelf Registration Statement, subject to appropriate
confidentiality agreements being entered into, make available at reasonable
times for inspection by the selling Holders participating in any disposition
pursuant to such Registration Statement and any attorney or accountant retained
by such selling Holders, all financial and other records, pertinent corporate
documents of the Company and cause the Companys officers, directors and
employees to supply all information reasonably requested by any such selling
Holder, attorney or accountant in connection with such Registration Statement
or any post effective amendment thereto subsequent to the filing thereof and
prior to its effectiveness;  (viii)        with
respect to a Shelf Registration Statement, if requested by any selling Holders
in connection with such sale, if any, promptly include in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment
if necessary, such information as such selling Holders may reasonably request
to have included therein, including, without limitation, information relating
to the Plan of Distribution of the Transfer Restricted Securities; and make
all required filings of such Prospectus supplement or post-effective amendment
as soon as  10


practicable after
the Company is notified of the matters to be Included in such Prospectus
supplement or post-effective amendment;  (ix)           with
respect to a Shelf Registration Statement, furnish to each selling Holder in
connection with such sale, if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference therein
and all exhibits (including exhibits incorporated therein by reference);  (x)            with
respect to a Shelf Registration Statement, deliver to each selling Holder,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; the Company hereby consents to the use (in accordance with law) of
the Prospectus and any amendment or supplement thereto by each of the selling
Holders in connection with the offering and the sale of the Transfer Restricted
Securities covered by the Prospectus or any amendment or supplement thereto;  (xi)           with
respect to a Shelf Registration Statement, upon the request of Holders who
collectively hold an aggregate principal amount of Notes in excess of 20% of
the amount of outstanding Transfer Restricted Securities (the Requesting
Holders), enter into an underwriting agreement on customary terms and make
such representations and warranties and take all such other actions in
connection therewith as may be reasonable and customary in underwritten
offerings in order to expedite or facilitate the disposition of the Transfer
Restricted Securities pursuant to any applicable Registration Statement
contemplated by this Agreement as may be reasonably requested by the Requesting
Holders in connection with any sale or resale pursuant to any applicable Shelf
Registration Statement; provided, however, that the Company shall not be
obligated to enter into any such underwriting agreement on more than four
occasions.  In such connection, the
Company shall:  (A)          upon the reasonable request of the
Requesting Holder, furnish (or in the case of paragraph (2) below, use all
commercially reasonable efforts to cause to be furnished) to each Requesting
Holder, upon the effectiveness of the Shelf Registration Statement:  (1)           a certificate, dated such date,
signed on behalf of the Company by (x) the Chief Executive Officer, Chief
Financial Officer, President, any Vice President or any Director and (y) a
principal financial or accounting officer of the Company, confirming, as of the
date thereof, the matters, to the extent applicable, set forth in paragraphs
(a) and (b) of Section 6 of the Purchase Agreement and such other similar
matters as such Holders may reasonably request; and  (2)           a customary comfort letter or
letters, dated the date of effectiveness of the Shelf Registration Statement,
from the Companys independent accountants, in the customary form and covering
matters of the type customarily covered in comfort letters to underwriters in
connection with underwritten offerings, and affirming the matters set forth in
the comfort letters delivered pursuant to Section 6(h) of the Purchase
Agreement; and  11


(B)           deliver such other documents and
certificates as may be reasonably requested by the Requesting Holders to
evidence compliance with clause (A) above and with any customary conditions
contained in any agreement entered into by the Company pursuant to this clause
(xi);  (xii)          prior
to any public offering of Transfer Restricted Securities, cooperate with the
selling Holders and their counsel in connection with the registration and
qualification of the Transfer Restricted Securities under the securities or
Blue Sky laws of such jurisdictions as the selling Holders may request and do
any and all other acts or things necessary or advisable to enable the disposition
in such jurisdictions of the Transfer Restricted Securities covered by the
applicable Registration Statement; provided,
however, that the Company shall
not be required to register or qualify as a foreign corporation where the
Company is not now so qualified or to take any action that would subject the
Company to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where the Company is not now so subject;  (xiii)         issue,
upon the request of any Holder of Initial Notes covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Notes having an
aggregate principal amount equal to the aggregate principal amount of Initial
Notes surrendered to the Company by such Holder in exchange therefor or being
sold by such Holder, such Exchange Notes to be registered in the name of such
Holder or in the name of the purchaser(s) of such Exchange Notes; in return,
the Initial Notes held by such Holder shall be surrendered to the Company for
cancellation;  (xiv)        in
connection with any sale of Transfer Restricted Securities that will result in
such securities no longer being Transfer Restricted Securities, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and to register such Transfer Restricted Securities in
such denominations and such names as the selling Holders may request at least
two Business Days prior to such sale of Transfer Restricted Securities which
are in a form eligible for deposit;  (xv)         provide a CUSIP number for all Transfer Restricted
Securities not later than the effective date of a Registration Statement
covering such Transfer Restricted Securities and provide the Trustee under the
Dollar Indenture with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit;  (xvi)        otherwise
use all commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to their security
holders with regard to any applicable Registration Statement, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule
158 (which need not be audited) covering a twelve-month period beginning after
the effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act);  (xvii)       unless the rating in effect for the Initial Notes is equally
applicable and in effect for the Exchange Notes and the Transfer Restricted
Securities, use its best efforts to cause the Transfer Restricted Securities
covered by a Registration Statement  12


or the
Exchange Notes, as the case may be, to be rated with the appropriate rating
agencies;  (xviii)      make an application to list the Exchange Notes on the
Luxembourg Stock Exchange and to use all commercially reasonable efforts to have
the Exchange Notes admitted to trading on the Luxembourg Stock Exchange as
promptly as practicable and thereafter maintain such listing;  (xix)         cause
the Dollar Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in
connection therewith, cooperate with the Trustee to effect such changes to the
Dollar Indenture as may be required for such Dollar Indenture to be so
qualified in accordance with the terms of the TIA; and execute and use all
commercially reasonable efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Dollar Indenture to be
so qualified in a timely manner; and  (xx)          provide promptly to each Holder, upon written request, each
document filed with the Commission pursuant to the requirements of Section 13
or Section 15(d) of the Exchange Act.  (d)           Restrictions on Selling Holders.  With respect to a shelf registration
statement, each selling Holder agrees by acquisition of a Transfer Restricted
Security that, upon receipt of the notice referred to in Section 5(c)(iii)(C)
or any notice from the Company of the existence of any fact of the kind
described in Section 5(c)(i) or Section 5(c)(iii)(D) hereof (in each case, a Suspension Notice), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until (i) such Holder has received copies of
the supplemented or amended Prospectus contemplated by Section 5(c)(iv) hereof,
or (ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the Recommencement Date).  Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holders possession which have been
replaced by the Company with more recently dated Prospectuses or (ii) deliver
to the Company (at the Companys expense) all copies, other than permanent file
copies, then in such Holders possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice.  The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to
the number of days in the period from and including the date of delivery of the
Suspension Notice to the Recommencement Date.  SECTION
6.  REGISTRATION EXPENSES  (a)           All expenses incident to the Companys
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state
Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Exchange Notes to be issued in the Exchange Offer
and printing of Prospectuses), messenger


and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company; (v) all
application and filing fees in connection with listing the Exchange Notes on a
national securities exchange or automated quotation system pursuant to the
requirements hereof; (vi) all fees and disbursements of independent certified
public accountants of the Company (including the expenses of any comfort
letters required by or incident to such performance);  and (vii) rating agency fees, if any, and any
fees associated with making the Exchange Securities eligible for trading
through Euroclear and Clearstream.  The Company will, in any event, bear its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), and the expenses
of any Person retained by the Company.  (b)           In connection with any Registration
Statement required by this Agreement (including, without limitation, the
Exchange Offer Registration Statement and the Shelf Registration Statement),
the Company will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the Plan of Distribution contained in the Exchange Offer
Registration Statement or registered pursuant to the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Simpson Thacher & Bartlett LLP, unless
another firm shall be chosen by the Holders of a majority in principal amount
of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.  SECTION
7.  INDEMNIFICATION  (a)           The Company agrees to indemnify and
hold harmless (i) each Holder and (ii) each Person, if any, who controls any
Holder within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act (any of the persons referred do in this clause (ii) being
hereinafter referred to as a controlling person) and (iii) the respective
officers, directors, partners, employees, representatives and agents of any
Holder or any controlling person (any person referred to in clause (i), (ii) or
(iii) may hereinafter be referred to as an Indemnified Holder)
from and against any and all losses, claims, damages and liabilities (including
without limitation the legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they are made,
not misleading, except insofar as such losses, claims, damages or liabilities
are caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to
any of the Holders furnished in writing to the Company by such Holder expressly
for use therein.  (b)           Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless
the Company, its directors, its officers and each person who controls the
Company within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
each of the Indemnified Holders, but only with reference to information
relating to such Indemnified Holder furnished in writing to the Company by such
Indemnified Holder expressly for use in any Registration Statement or any
amendment or supplement thereto.  14


(c)           If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which indemnity may be
sought pursuant to Section 7(a) or 7(b) hereof, such person (the Indemnified Person) shall promptly notify the person
against whom such indemnity may be sought (the Indemnifying Person) in
writing, and the Indemnifying Person, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such
counsel related to such proceeding.  In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary, (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person or (iii) the named parties
in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  It is
understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such reasonable fees
and expenses shall be reimbursed as they are incurred.  Any such separate firm for the Indemnified
Holders shall be designated in writing by a majority of the Indemnified Holders
and any such separate firm for the Company, its directors, its officers and
such control persons shall be designated in writing by the Company.  The Indemnifying Person shall not be liable
for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify any
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment.  No Indemnifying
Person shall, without the prior written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement
includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding.  (d)           If the indemnification provided for
in Section 7(a) or 7(b) is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein,
then each Indemnifying Person, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Indemnified Holder on the other hand from their
sale of Transfer Restricted Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the
Indemnified Holder on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. 
The relative fault of the Company on the one hand and the Indemnified
Holder on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Indemnified Holder and the
parties relative intent,  15


knowledge,
access to information and opportunity to correct or prevent such statement or
omission.  The Company and each Holder agree that it would not
be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Holders or the Company were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified
Person in connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of
this Section 7, in no event shall a Holder or its related Indemnified Holders
be required to contribute any amount in excess of the amount by which the total
received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the sum of (A) the
amount paid by such Holder for such Transfer Restricted Securities plus (B) the amount of any damages that
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Holders
obligations to contribute pursuant to this Section 7(d) are several in
proportion to the respective principal amount of the Transfer Restricted
Securities held by each Holder hereunder and not joint.  The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.  SECTION
8.  RULE 144A AND OTHER INFORMATION  The Company hereby agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company (i) is not subject to
Section 13 or 15(d) of the Exchange Act, to make available within a reasonable
period of time to the Initial Purchasers and, upon written request of any
Holder of Transfer Restricted Securities, to any Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of Transfer Restricted Securities pursuant to Rule 144.  SECTION
9.  UNDERWRITTEN REGISTRATIONS  If any of the Transfer Restricted Securities covered
by any Shelf Registration Statement are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities included in such
offering and shall be reasonably acceptable to the Company.  16


No Holder of Transfer Restricted Securities may
participate in any underwritten registration hereunder unless such Holder (a)
agrees to sell such Holders Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.  SECTION
10.  MISCELLANEOUS  (a)           Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Sections 3 and 4
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Companys obligations
under Sections 3 and 4 hereof.  The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.  (b)           No Inconsistent Agreements.  The Company will not, on or after the date of
this Agreement, enter into any agreement with respect to their securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Companys securities under any agreement in effect on the date hereof.  (c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities (excluding Transfer Restricted Securities held
by the Company or its Affiliates).  Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer, and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.  (d)           Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.  (e)           Acknowledgement.  It is hereby agreed and acknowledged by the
Company that the Exchange Notes to be issued pursuant to this agreement represent
the same debt already in existence in respect of the Initial Notes.  (f)            Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:  17


(i)            if
to a Holder, at the address set forth on the records of the Registrar under the
Dollar Indenture, with a copy to the Registrar under the Dollar Indenture; and  (ii)           if to the Company:  JSG Funding plc Beech Hill Clonskeagh Dublin 4 Ireland  Attention: The Secretary With a copy to; Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 Telecopier No.: +1 (312)
861-2200 Attention: Dennis Myers  All such notices and
communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged, if telescoped;
and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.  Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person giving
the same to the Trustee at the address specified in the Dollar Indenture.  Upon the date of filing of
the Exchange Offer or a Shelf Registration Statement, as the case may be,
notice shall be delivered to the Initial Purchasers in the form attached hereto
as Exhibit A.  (g)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities;provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Dollar Indenture.  If any transferee of any Holder shall acquire
Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Transfer Restricted
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.  (h)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so  18


executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.  (i)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  (j)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  (k)           Submission to Jurisdiction;
Appointment of Agent for Service; Waiver. 
To the fullest extent permitted by applicable law, the Company
irrevocably submits to the non-exclusive jurisdiction of any federal or state
court in the Borough of Manhattan in the City of New York, County and State of
New York, United States of America, in any suit or proceeding based on or
arising under this Agreement, and irrevocably agree that all claims in respect
of such suit or proceeding may be determined in any such court.  The Company, to the fullest extent permitted
by applicable law, irrevocably and fully waives the defense of an inconvenient
forum to the maintenance of such suit or proceeding and hereby irrevocably
designate and appoint National Registered Agents, Inc. (the Authorized Agent), for the later of a
period of ten years or until such time as no Notes are outstanding as its
authorized agent upon whom process may be served in any such suit or
proceeding.  The Company represents that
it has separately notified the Authorized Agent of such designation and
appointment and that the Authorized Agent has accepted the same in
writing.  The Company hereby irrevocably
authorizes and directs its Authorized Agent to accept such service.  The Company further agrees that service of
process upon its Authorized Agent and written notice of said service to the
Company mailed by first class mail or delivered to its Authorized Agent shall
be deemed in every respect effective service of process upon the Company in any
such suit or proceeding.  Nothing herein shall
affect the right of any person to serve process in any other manner permitted
by law.  The Company agrees that a final
action in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other lawful
manner.  Notwithstanding the foregoing,
any action against the Company arising out of or based on this Agreement or the
transactions contemplated hereby may also be instituted by any of the Initial
Purchasers, their respective officers and employees or any person who controls any
of the Initial Purchasers within the meaning of the Securities Act in any
competent court in Ireland, and the Company expressly accepts the jurisdiction
of any such court in any such action.  The Company irrevocably waives, to the extent
permitted by law, any immunity to jurisdiction to which it may otherwise be
entitled (including, without limitation, immunity to pre-judgment attachment,
post-judgment attachment and execution) in any legal suit, action or proceeding
against it arising out of or based on this Agreement or the transactions
contemplated hereby.  The provisions of this Section 10(k) are intended to
be effective upon the execution of this Agreement without any further action by
the Company or the Initial Purchasers and the introduction of a true copy of
this Agreement into evidence shall be conclusive and final evidence as to such
matters.  (l)            Currency IndemnityThe Company
shall indemnify each Indemnified Holder against any loss incurred by it as a
result of any judgment or order being given or made and expressed and paid in a
currency (the Judgment Currency)
other than dollar and as a result of any variation as between (i) the rate of
exchange at which the dollar amount is converted  19


into
the Judgment Currency for the purpose of such judgment or order and (ii) the
spot rate of exchange in New York, New York at which such Indemnified Holder on
the date of payment of such judgment or order is able to purchase dollar with
the amount of the Judgment Currency actually received by such Indemnified
Holder.  If the dollar so purchased are
greater than the amount originally due to such Indemnified Holder hereunder,
such Indemnified Holder agrees to pay to the Company an amount equal to the
excess of the dollar so purchased over the amount originally due to such
Indemnified Holder hereunder.  The
foregoing shall constitute a separate and independent obligation of the Company
and the Indemnified Holders, as the case may be, and 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, dollar.  (m)          Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.  (n)           Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration
rights granted with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.  20


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.  JSG FUNDING PLCBY:
  /s/ IAN J. CURLEYName:
  Ian J. CurleyTitle:
  Director and Chief FinancialOfficer


DEUTSCHE
  BANK AG LONDONBY:
  /s/ DAVID WOODName:
  David WoodTitle:
  Managing DirectorBY:
  /s/ BRIAN BASSETTName:
  Brian BassettTitle:
  Managing Director   BY:
  CITIGROUP GLOBAL MARKETS LIMITEDBY:
  /s/ [ILLEGIBLE]Name:Title:


EXHIBIT A NOTICE OF FILING OF EXCHANGE OFFER REGISTRATION
STATEMENT  To:Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Attn: Jonathan Bowers Fax:  +44 20 7547 4757  Citigroup Global Markets
Limited Canada Square London E14 5LB Attn: Paul Simpkin Fax:  +44 20 7986 6084  From:JSG
Funding plc Beech Hill Clonskeagh Dublin 4 Ireland Attn: The Secretary Fax:  +353 1 260 0709  Re:7.75% Senior Subordinated Notes due 2015  Date:                      ,
  200  For your information only
(NO ACTION REQUIRED):  Today,                          ,
200      , we filed [an Exchange Registration
Statement] [a Shelf Registration Statement] with the Securities and
Exchange Commission.