Exhibit 4.9  PRIORITY AGREEMENT  Dated 31st January, 2005  BETWEEN  JEFFERSON SMURFIT GROUP LIMITED as the Parent   CERTAIN SUBSIDIARIES OF THE PARENT AS OBLIGORS   THE SENIOR CREDITORS, HEDGING BANKS, BOND TRUSTEE,
JUNIOR CREDITORS AND INVESTORS   and   DEUTSCHE BANK AG LONDON as Senior Agent and Security Agent   
  relating, inter alia, to a Senior Facility Agreement dated 12th September, 2002 (as subsequently amended)  
   ALLEN & OVERY  ALLEN & OVERY LLP  LONDON


CONTENTS  Clause
  
  Page1.
  Definitions and
  Interpretation
  12.
  Ranking
  43.
  Undertakings
  44.
  Amendments
  55.
  Accession of Hedging
  Banks
  56.
  Warranties
  of Junior Creditor and Investors
  67.
  Permitted
  Intercompany Debt Payments
  68.
  Turnover
  89.
  Subordination on
  Insolvency
  910.
  Enforcement
  1111.
  Manner of Enforcement
  1212.
  Consents and Limits
  1213.
  Subrogation
  1214.
  Protection of
  Subordination
  1315.
  Preservation of Debt
  1416.
  Power
  of Attorney
  1417.
  Expenses
  1418.
  Changes to the Parties
  1419.
  Status of Obligors
  1620.
  Notices
  1621.
  Waivers, Remedies
  Cumulative
  1722.
  The Senior Agent
  1723.
  Termination
  1724.
  Miscellaneous
  1725.
  Governing Law
  1826.
  Jurisdiction
  1827.
  Counterparts
  19Schedules
  Page1.
  The
  Obligors
  202.
  Investors
  233.
  Form of Deed of Accession
  24Signatories
  25


THIS PRIORITY AGREEMENT is dated 31st
January, 2005 and is made BETWEEN:  (1)JEFFERSON SMURFIT GROUP LIMITED (formerly MDCP
Acquisitions Limited)a company incorporated under
the laws of Ireland (No. 357957) with its registered office at Beech Hill,
Clonskeagh, Dublin 4, Ireland (the Parent);  (2)THE COMPANIES named in
Schedule 1 as Obligors;  (3)THE BANKS AND FINANCIAL INSTITUTIONS who are the Senior Creditors at the date of this Agreement,
represented by the Senior Agent;  (4)DEUTSCHE BANK TRUST COMPANY AMERICASas Bond Trustee;  (5)ADAVALE (NETHERLANDS) B.V. (formerly Madison Dearborn Partners (Netherlands) B.V.) as Junior
Creditor;  (6)THE BANKS AND FINANCIAL INSTITUTIONS who are the Hedging Banks at the date of this Agreement,
represented by Deutsche Bank AG London;  (7)THE FINANCIAL INSTITUTIONS AND FUNDSnamed in Schedule 2 as Investors; and  (8)DEUTSCHE BANK AG LONDONas Senior Agent and Security Agent.  WHEREAS:  (A)The Parties (other than the Bond
Trustee) are parties to the First Priority Deed.  (B)Newco 1 is proposing to issue the Further Notes
and to lend an amount equal to the gross principal amount thereof to the
Company under the Third Newco 1 Loan Agreement.  (C)The Parties intend that (i) the Bond Trustee
should have the same rights and obligations in respect of the Further Notes as
the Bond Trustee (as defined in the First Priority Deed) has in respect of the
Original Securities (other than the PIK Securities) and (ii) Newco 1 should
have the same rights and obligations in respect of the Financial Indebtedness
under the Third Newco 1 Loan Agreement as it has in respect of the Financial
Indebtedness under the Newco 1 Loan Agreement.  (D)The Senior Agent has entered into letters dated
12th January, 2005 and on or about the date of this Agreement (the Waiver Letters) in relation to the Senior Facility Agreement
to, subject to certain conditions, permit the issue of the Further Notes.  (E)The other Parties have requested the Senior Agent
to enter into, and are entering into, this Agreement in part satisfaction of
the conditions to the Waiver Letters.  IT IS AGREED AS FOLLOWS:  1.DEFINITIONS AND INTERPRETATION  1.1Definitions  In this Agreement:


Bond Trusteemeans any entity acting as trustee in respect of the Further Notes.  Debt means any or all of the Senior Debt, the Hedging Debt, the Newco 1
Debt, the Junior Debt, the Investor Debt and the Intercompany Debt, as the
context requires.  Deed of Accessionmeans a deed of accession substantially in the form of Schedule 3.  Finance Documents means each or any of the Senior Finance Documents, the Hedging Documents,
the Junior Finance Documents, the Intercompany Documents and the Investor
Documents.  First Priority Deedmeans the priority agreement dated 16th September 2002 (and amended on 27th September 2002) between,
among others, certain of the Parties and the Bridge Lenders.  Further Notesmeans (a) the current pay senior
subordinated unsecured debt securities to be denominated in  in a maximum
aggregate principal amount of 217,500,000 with a maximum coupon or equivalent
yield of 7.75 per cent. and the current pay senior subordinated unsecured debt
securities to be denominated in US$ in a maximum aggregate principal amount of
$200,000,000 with a maximum coupon or equivalent yield of 7.75 per cent., each
to be issued by Newco 1 at 100 per cent. of their principal amount at maturity,
as provided for in the offering memorandum delivered to the Facility Agent on
24th January, 2005 and (b) any SEC registered debt securities issued by Newco 1 for which any of the debt securities referred to in (a) above are
exchanged.  Intercompany Creditor means any Obligor to whom any Intercompany Debt may from time to
time be payable or owing (whether or not matured).  Intercompany Debt means all present and future Financial Indebtedness owed by the
Company under or in connection with the Third Newco 1 Loan Agreement.  Investor Debt means all present and future liabilities (actual or contingent)
payable or owing by the Parent or any other Obligor to any of the Investors (a)
by way of closing fee or initial investment fee, (b) under or in connection
with the Investor Documents (including, without limitation, any dividends), (c)
in respect of any advisory, monitoring or management fee, or (d) in respect of
any claim for misrepresentation or breach of undertaking under or in connection
with the Investor Documents (but excluding for the avoidance of doubt any
present and future liabilities (actual or contingent) payable or owing under
the PIK Securities), in each case whether or not matured and whether or not
liquidated, and together with any Additional Debt.  Investor Documents means:  (a)the Shareholders Agreement;  (b)the articles of association of the Parent;  (c)the First Priority Deed;  (d)the Additional Notes Priority Deed; and


(e)this Agreement.  Investors means the persons named in Schedule 2 in their capacity as
creditors from time to time in respect of any Investor Debt and any successor,
transferee, replacement or assignee of any such person.  Newco 1 Debt Non-Payment Event means the non-payment of any amount when due under the Newco 1 Debt
(but in the case of any amount not constituting principal, interest or fees,
being an amount in excess of 500,000).  Newco 1 Debt means all present and future liabilities (actual or contingent)
payable or owing by any Obligor under or in connection with the Further Notes,
in each case whether or not liquidated and together with any Additional Debt.  Party means an Obligor, a Senior Creditor, the Security Agent, the Senior
Agent, the Junior Creditor, a Hedging Bank, the Bond Trustee or an Investor, as
the context requires.  Securities Creditors means the holders or owners of the Further Notes.  Senior Facility Agreement means the senior facility agreement dated 12th September, 2002 (as
Amended) between the Parent, certain of the other Obligors, the Senior
Creditors, the Security Agent and the Senior Agent providing for 2,100,000,000 term loan facilities and a 425,000,000 revolving loan facility.  Senior Finance Document has the meaning given to it in the Senior Facility Agreement, but
excluding the Hedging Documents.  Third Newco 1 Loan Agreementmeans the loan agreement entered into, or to be entered into,
between the Company and Newco 1 in relation to the on-loan to the Company of
the gross proceeds of the issue of the Further Notes.  Turnover Receipt has the meaning given to it in Clause 8 (Turnover).  1.2Interpretation  (a)Clauses 1.2(a), (b), (d) and (f) of the First Priority Deed shall
apply to this Agreement, mutatis mutandis except that all references to Spanish
Bond Debt shall be excluded.  (b)References to the Senior Facility Agreement, a Senior Finance Document,
a Junior Finance Document, a Hedging Document, an Investor Document, the Third
Newco 1 Loan Agreement, the Further Notes or any other document or agreement is
to that document or agreement as novated, supplemented, amended, varied or
restated from time to time.  (c)Terms defined in or whose interpretation is provided for in the
Senior Facility Agreement or the First Priority Deed shall have the same
meaning when used in this Agreement (whether before or after the Senior
Discharge Date) unless separately defined or interpreted in this
Agreement.  If a term is defined in both
the Senior Facility Agreement and the First Priority Deed the definition in the
First Priority Deed shall apply in this Agreement.


(d)This Agreement shall take effect as a deed in respect of those
Parties which execute it as such and as an agreement under hand in respect of
the other Parties.  2.RANKING  Unless expressly provided to the contrary
in this Agreement, the Debt shall rank in right and priority of payment in the following
order:  Firstthe Senior Debt and the Hedging Debt (as provided for in the First
Priority Deed);  Secondthe Intercompany Debt;  Thirdthe Junior Debt; and  Fourththe Investor Debt.  3.UNDERTAKINGS  3.1General Undertakings  Except as an Instructing Group has
previously agreed in writing, or to the extent permitted by Clauses 7
(Permitted Payments) or 9.2 (Procedure) or 10 (Enforcement):  (a)no Obligor will (and each Obligor will procure that none of its
Subsidiaries will) pay, or make any distribution in respect of or on account
of, or purchase, defease, redeem or acquire, any of the Intercompany Debt in
cash or in kind;  (b)no Intercompany Creditor will demand or receive payment of, or any
distribution in respect of or on account of any Intercompany Debt in cash or
kind or apply any money or property in or towards the discharge of any
Intercompany Debt;  (c)no Intercompany Creditor or Obligor will discharge any Intercompany
Debt by set-off, any right of combination of accounts or otherwise (save to the
extent such set-off occurs automatically by operation of law and not as a
result of any action or election by such Intercompany Creditor or Obligor and
any amount so set-off is subject to Clause 8 (Turnover));  (d)no Obligor will (and each Obligor will procure that none of its
Subsidiaries will) create or permit to subsist any Security Interest over any
of its assets for any of the Intercompany Debt, and no Intercompany Creditor
will allow to exist or receive any Security Interest, for any of the
Intercompany Debt;  (e)no Obligor will (and each Obligor will procure that none of its
Subsidiaries will) give any financial support to any person for, in respect of
or in connection with the Intercompany Debt;  (f)no Obligor or Intercompany Creditor will allow any of the
Intercompany Debt to be evidenced by a negotiable instrument or subordinate any
of the Intercompany Debt to any other indebtedness save as provided for in this
Agreement;


(g)no Obligor will initiate or support or take any steps with a view to
any insolvency, liquidation, reorganisation, administration, examination or
dissolution proceedings involving an Obligor (whether by petition, convening a
meeting, voting for a resolution or otherwise) otherwise than as part of a
Permitted Reorganisation;  (h)no Obligor or Intercompany Creditor will take or omit to take any
action whereby the ranking and/or subordination of the Intercompany Debt
provided for in this Agreement may be impaired; and  (i)no Obligor (other than Newco 1) will (and each Obligor will procure
that none of its Subsidiaries will) give any financial support to any person
for, in respect of or in connection with the Newco 1 Debt.  3.2Limitation on sale of the Third Newco 1 Loan Agreement  Newco 1 will not sell or otherwise dispose
of or encumber the Third Newco 1 Loan Agreement or enter into any agreement
that would have the same effect.  4.AMENDMENTS  4.1Amendments to Securities Permitted Payments definition  The Obligors and the Lenders agree not to
amend the definition of Securities Permitted Payments in the Senior Facility
Agreement (save to correct ambiguity or manifest error) without the written
consent of Newco 1 and the Bond Trustee if any amount is outstanding under the
Further Notes.  4.2Changes to Third Newco 1 Loan Agreement  (a)The written consent of the Bond Trustee, to the extent that any
amount is outstanding under the Further Notes, is required if the Company or
the relevant Intercompany Creditor wish to Amend the Third Newco 1 Loan
Agreement, except to cure ambiguity or manifest error.  (b)In addition to the requirements in paragraph (a) above, unless an
Instructing Group has agreed to the Amendment in writing, no Obligor will Amend
the terms of the Third Newco 1 Loan Agreement (except for Amendments which do
not or could not reasonably be expected to adversely affect the interests of
the Senior Creditors or the Hedging Banks in any material respect).  5.ACCESSION OF HEDGING BANKS  No person providing interest or currency
swap or hedging facilities to any Obligor will be entitled to benefit from the
undertakings of the Parties to this Agreement unless and until:  (a)such person is a Hedging Bank at the date of this Agreement; or  (b)the Senior Agent has agreed in writing to the identity of such person
(such agreement not to be unreasonably withheld where such person is a Senior
Creditor (or its Affiliate)) and to the swap or hedging facilities being
provided by such person and such person has agreed to become a Hedging Bank by
executing and delivering to the Security Agent a duly completed Deed of
Accession.  Upon delivery of such a Deed
of Accession to the Security Agent such person will acquire all its rights and
assume


all its obligations as a Hedging Bank under
this Agreement in relation to such swap or hedging facilities.  6.WARRANTIES OF JUNIOR CREDITOR AND INVESTORS  6.1The
Junior Creditor and each Investor warrants to each Secured Creditor that:  (a)it is duly incorporated (if a corporate person) or duly established
(in any other case) and validly existing under the laws of the place of its
incorporation or formation;  (b)this
Agreement is within its powers and has been duly authorised and executed by
it;  and  (c)subject
to the Reservations, this Agreement constitutes its legal, valid and binding
obligations, enforceable against it in accordance with its terms and does not
conflict with any law or regulation binding on it or with its constitutional
documents.  6.2The Company warrants to each Secured Creditor that it is duly authorised
to execute this Agreement on behalf of each of the other Obligors (other than
the Parent and Newco 1) and such execution will bind such other Obligors.  7.PERMITTED INTERCOMPANY DEBT PAYMENTS  Subject to Clause 8 (Turnover), the
Company shall be entitled to pay in cash or by payment in kind any Intercompany
Debt owed by it to the relevant Intercompany Creditors (including interest
under the Third Newco 1 Loan Agreement by capitalising an amount of interest or
issuing further debt instruments under and in the manner and at the times
provided for in the Third Newco 1 Loan Agreement) PROVIDED THAT no payment of
principal, interest, fees or other amounts constituting Intercompany Debt shall
be made, except for the payment of (A) interest (whether in cash or kind); (B)
amounts equal to any additional amounts payable under applicable gross-up
provisions of the Further Notes; (C) amounts equal to default interest or
liquidated damages payments under the Further Notes; (D) an amount equal to the
amount of the US registration costs and legal fees incurred in connection with
the issue of the Further Notes and an amount equal to the amount of payments
due under any registration right agreement relating to the Further Notes; or
(E) an amount equal to any other payments but not exceeding (when aggregated
with the amounts paid in such period under clause 7.2(ii)(E) of the First
Priority Deed and clause 7 of the Additional Notes Priority Deed) 500,000 in any twelve month period, in
each case referred to in (A), (B), (C), (D) or (E) above under and to the
extent provided for in the Third Newco 1 Loan Agreement to the extent necessary
to enable Newco 1 to make Securities Permitted Payments in respect of the
Further Notes; and (F) repayment of principal of the Further Notes on the
Payment Date under (and as defined in) the Third Newco 1 Loan Agreement
PROVIDED THAT, except with the prior consent in writing of the Senior Agent
(acting on the instructions of an Instructing Group), the Company may not on
any date make any such payments under (A), (B), (C), (D) or (E) above or any
such repayment of principal under (F) above if:  (A)any of the Senior Debt (or in the case of non-payment of any amounts
not constituting principal, interest or fees, Senior Debt in excess of 50,000
(when aggregated with all other amounts unpaid)) due on or prior to such date
are unpaid on such date; or


(B)following the occurrence of an Event of Default (other than of the
type specified in paragraph (A) above), the Senior Agent (acting on the
instructions of the Instructing Group) serves a written notice (a Block Notice) on Newco 1
and the Company specifying such Event of Default, until the earliest
date on which:  (I)paragraph (A) does not apply; and  (II)one of the following applies:  (w)179 days have elapsed since the service of such Block Notice, or if
earlier, where a Standstill Period (as defined in Clause 10 (Enforcement)) is
in effect at any time during that 179 day period, the date on which that
Standstill Period expires; or  (x)the Senior Agent (acting on the instructions of an Instructing
Group) has confirmed in writing to Newco 1
and the Company that the relevant Event of Default has been cured or
waived by the Instructing Group in writing or has ceased to exist; or  (y)the Senior Agent (acting on the instructions of the Instructing
Group) by notice in writing to Newco 1 and
the Company cancels the Block Notice; or  (z)the Senior Discharge Date occurs.  Unless
otherwise agreed by the Bond Trustee:  (aa)no more than one Block Notice may be served with respect to the same
particular event or circumstances whether in relation to the same Event of
Default or not, but without prejudice to the ability of the Senior Agent to
issue a Block Notice in respect of any other particular event or set of
circumstances;  (bb)a Block Notice may not be issued less than 360 days after the
service of a prior Block Notice and then only to the extent that all scheduled
payments with respect to the Newco 1 Loan made under the Third Newco 1 Loan
Agreement that have come due have been paid in full in accordance with the
terms of the Third Newco 1 Loan Agreement;  (cc)no Event of Default that existed at the date a Block Notice was
given may be the basis of a subsequent Block Notice, unless such Event of
Default has been cured or complied with for at least 180 consecutive days since
the date of issue of the prior Block Notice (it being acknowledged that any
subsequent action or breach of any financial covenant for a period ending after
the date of delivery of such initial Block Notice that would give rise to an
Event of Default under any provision under which an Event of Default previously
existed or was continuing shall constitute a new Event of Default for this
purpose).  The Parties agree that payments of
Intercompany Debt which are permitted to be made by this Agreement are not
prohibited by the First Priority Deed.


8.TURNOVER  (a)If any Intercompany Creditor receives or recovers a payment or
distribution in cash or in kind (including by way of set-off or combination of
accounts):  (i)of, or on account of, any of the Intercompany Debt which is not
permitted by Clause 7 (Permitted Payments); or  (ii)from (or on behalf of) any Obligor or any other member of the Group
on account of the purchase, defeasance, redemption or acquisition of any
Intercompany Debt otherwise than to the extent permitted by Clause 7
(Permitted Payments),  (each such payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany
Creditor will promptly notify the Security Agent, will pending payment to the
Security Agent hold such Turnover Receipt on trust for the Security Agent and
the Secured Creditors and will on demand pay to the Security Agent for
application as provided in Clause 11 (Proceeds of Enforcement) of the First
Priority Deed an amount determined by the Security Agent to be equal to the
lesser of:  (A)the outstanding balance of the Senior Debt and the Hedging Debt; and  (B)the amount of such Turnover Receipt,  less the third party costs and expenses (if
any) reasonably incurred by the Intercompany Creditor concerned in receiving or
recovering such Turnover Receipt. For the avoidance of doubt, an amount may not
be demanded under this Clause 8(a) if such amount has already been paid to the
Security Agent under clause 8(a) of the First Priority Deed or clause 8(a) of
the Additional Notes Priority Deed (and vice versa).  (b)The Parent, the Company and, except to the extent that to do so
would constitute unlawful financial assistance under the law of its respective
jurisdiction of incorporation, each other Obligor shall indemnify each
Intercompany Creditor upon demand (to the extent of its liability for the
Intercompany Debt) for the amount of any Turnover Receipt paid by it to the
Security Agent and such third party costs and expenses incurred by it, and the
Intercompany Debt will not be deemed to have been reduced or discharged in any
way or to any extent by the receipt or recovery of the relevant Turnover
Receipt.  Any claim or right of indemnity
under this paragraph shall constitute Intercompany Debt.  (c)If the Bond Trustee receives or recovers a payment or distribution
in cash or in kind (including by way of set-off or combination of accounts)
from (or on behalf of) any Obligor or other member of the Group (other than
Newco 1 or the Parent) on account of the purchase, redemption or acquisition of
any Newco 1 Debt (each such payment or distribution being a Purchase Turnover Receipt) the Bond Trustee will promptly
notify the Security Agent, will pending payment to the Security Agent hold such
Purchase Turnover Receipt on trust for the Security Agent and the Secured
Creditors and will on demand pay to the Security Agent for application as
provided in Clause 11 (Proceeds of Enforcement) of the First Priority Deed an
amount equal to the lesser of:  (A)the outstanding balances of the Senior Debt and the Hedging Debt;
and


(B)the amount of the Purchase Turnover Receipt,  less the third party costs and expenses (if
any) reasonably incurred by the Bond Trustee in receiving or recovering the
Purchase Turnover Receipt. For the avoidance of doubt, an amount may not be
demanded under this Clause 8(c) if such amount has already been paid to the
Security Agent under clause 8(c) of the First Priority Deed or clause 8(c) of
the Additional Notes Priority Deed (and vice versa).  9.SUBORDINATION ON INSOLVENCY  9.1Insolvency  If any of the following occur in respect of
an Obligor (unless it is pursuant to a Permitted Reorganisation of such
Obligor):  (i)any step is taken with a view to a composition, assignment or
similar arrangement with any of its creditors;  (ii)a meeting is convened for the purpose of considering any resolution
for (or to petition for) its winding-up, administration, examination or
dissolution or any such resolution is passed;  (iii)any person presents a petition for its winding-up, administration,
examination or dissolution, unless it is being contested in good faith and with
due diligence and is discharged or struck out within twenty Business Days;  (iv)an order for its winding-up, administration, examination or
dissolution is made;  (v)any liquidator, trustee in bankruptcy, judicial custodian, compulsory
manager, receiver, administrative receiver, examiner, administrator or similar
officer is appointed in respect of it;  (vi)its directors or other officers request the appointment of a
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
examiner, receiver, administrative receiver, administrator or similar officer;
or  (vii)any other analogous step or procedure is taken in any jurisdiction,  the Intercompany Debt will be subordinate
in right of payment to the Senior Debt and the Hedging Debt and the Secured
Creditors shall be entitled to receive payment in full of all of the Senior
Debt and the Hedging Debt before the Intercompany Creditors shall be entitled
to any payment of the Intercompany Debt.  9.2Procedure  If any of the events referred to in Clause
9.1 above occurs and this Clause applies:  (a)the Security Agent may, and is irrevocably authorised on behalf of
the Intercompany Creditors and the Bond Trustee (on behalf of the Securities
Creditors), as the case may be to:  (i)demand, claim, enforce and prove for the Intercompany Debt;


(ii)file claims and proofs, give receipts and take any proceedings in
respect of the Intercompany Debt which the Security Agent reasonably considers
to be necessary or desirable to recover any Intercompany Debt;  (iii)do anything which the Security Agent reasonably considers to be
necessary or desirable to recover the Intercompany Debt; and  (iv)receive all distributions on the Intercompany Debt for application
against the Senior Debt and the Hedging Debt as provided for in the First
Priority Deed;  (b)if and to the extent that the Security Agent is not entitled by
applicable law or regulation to do anything mentioned in paragraph (a)
above, each Intercompany Creditor or the Bond Trustee (for the avoidance of
doubt, in its capacity as trustee for the Securities Creditors) must do so
promptly as and when requested by the Security Agent from time to time;  (c)each Intercompany Creditor or the Bond Trustee must:  (i)hold all payments and distributions in cash or in kind subsequently
received or receivable by such Intercompany Creditor or the Bond Trustee in
respect of the Intercompany Debt from an Obligor or from any other source on
trust for the Senior Creditors and the Hedging Banks; and  (ii)pay and transfer them to the Security Agent for application against
the Senior Debt and the Hedging Debt;  (d)the trustee in bankruptcy, liquidator, assignee or other person
distributing the assets of an Obligor or their proceeds is directed to pay all
payments and distributions on the Intercompany Debt direct to the Security
Agent; and  (e)the Intercompany Creditors or the Bond Trustee must give any notice
and do anything which the Security Agent may reasonably require to give effect
to this Subclause.  9.3Distributions  (a)Each Intercompany Creditor or the Bond Trustee will, upon demand by
the Security Agent, pay an amount equal to the amount of all payments or
distributions of or in respect of any Intercompany Debt in cash or in kind
received by or on behalf of it from any Obligor (or any liquidator,
administrator, receiver or similar official of such Obligor or its assets) on
or after the occurrence of any of the events or circumstances referred to in
Clause 9.1 to the Security Agent for application in accordance with Clause 11
(Proceeds of Enforcement) of the First Priority Deed. Pending such application
the Security Agent will hold such payment on trust for the beneficiaries
entitled thereto (according to the ranking of entitlements set out in Clause 11
(Proceeds of Enforcement) of the First Priority Deed). For the avoidance of
doubt, an amount may not be demanded under this Clause 9.3(a) if such amount
has already been paid to the Security Agent under clause 9.3(a) of the First
Priority Deed or clause 9.3(a) of the Additional Notes Priority Deed (and vice
versa).  (b)The trustee in bankruptcy, liquidator, administrator, receiver or
other person distributing the assets of an Obligor or their proceeds shall be
directed to pay distributions on the Intercompany Debt direct to the Security
Agent until the Senior Debt and the Hedging Debt have been paid in full.


(c)The Intercompany Creditors will give all such notices and do all
such things as the Security Agent may reasonably request to give effect to this
Clause 9.3.  10.ENFORCEMENT  (a)Except as an Instructing Group has previously agreed in writing, and
subject to paragraph (b), the Intercompany Creditors must not:  (i)accelerate or make demand for any of the Intercompany Debt or
declare any of the Intercompany Debt prematurely payable;  (ii)enforce the Intercompany Debt by attachment, set-off, execution or
otherwise (save to the extent such set-off occurs automatically by operation of
law and not as a result of any action or election by such Intercompany Creditor
or Obligor and any amount so set-off is subject to Clause 8 (Turnover));  (iii)initiate
or support or take any steps with a view to:  (A)any insolvency, liquidation, reorganisation, administration,
examination or dissolution proceedings; or  (B)any voluntary arrangement or assignment for the benefit of
creditors; or  (C)any similar proceedings,  involving an Obligor, whether by petition,
convening a meeting, voting for a resolution or otherwise (provided that this
shall not prevent an Obligor from taking any of these actions as part of a
Permitted Reorganisation); or  (iv)sue, or bring or support any legal proceedings, or otherwise
exercise any remedy for the recovery of the Intercompany Debt.  (b)An Intercompany Creditor may take any of the actions (Enforcement Action) prohibited in paragraph (a) above in
relation to Intercompany Debt under the Third Newco 1 Loan Agreement:  (i)if any Senior Debt has been declared to be due and payable or due
and payable on demand (and demand has been made) under Clause 24.19
(Acceleration) or Clause 24.20 (Acceleration for Acquisition Credits) of the
Senior Facility Agreement; or  (ii)if any of the events referred to in Clause 9.1(iv) or (v) (or any
analogous steps or procedures in any applicable jurisdiction having valid
jurisdiction over the Company) occur in relation to the Company; or  (iii)if it or the Bond Trustee has given notice in writing (an Enforcement Notice) to the Senior Agent specifying that a
Newco 1 Debt Non-Payment Event has occurred and 179 days has elapsed from the
date the Senior Agent received such Enforcement Notice (the Standstill Period) and at the end of the Standstill Period
the Newco 1 Debt Non-Payment Event is continuing unremedied and unwaived
(provided that Enforcement Action shall only be permitted under this
subparagraph (iii) in an


amount up to the amount of Newco 1 Debt
that is the subject of such Newco 1 Debt Non-Payment Event and only to the
extent it remains unremedied or unwaived),  PROVIDED THAT in each case any amounts received as a
result of action permitted to be taken under this Clause shall be subject to
Clause 8 (Turnover).  (c)Without prejudice to paragraph (b) above, if payment of the
principal amount of the Further Notes is accelerated, no payment of the
principal amount outstanding under the Third Newco 1 Loan Agreement may be made
until 5 Business Days after an Intercompany Creditor or the Bond Trustee has
given notice to the Senior Agent. 
Thereafter the Company may if otherwise permitted by the terms of this
Agreement (and subject to Clause 8 (Turnover)) make such principal payments at
the times referred to in the Third Newco 1 Loan Agreement.  11.MANNER OF ENFORCEMENT  No Senior Creditor or Hedging Bank shall be
responsible to any Intercompany Creditor, Securities Creditor or Obligor for
any failure to enforce or to maximise the proceeds of any enforcement of the
security (except to the extent arising from such persons gross negligence or
wilful default), and the Senior Creditors and Hedging Banks may cease any such
enforcement at any time.  12.CONSENTS AND LIMITS  12.1Waivers  If any waiver, release or consent is
granted by the Majority Lenders under the Senior Finance Documents prior to the
Senior Discharge Date, a corresponding waiver, release or consent will be
deemed to have been given by the Intercompany Creditors (on the same terms and
conditions, mutatis mutandis) under the Third Newco 1 Loan Agreement if the
transaction or circumstance to which that waiver, release or consent relates
would otherwise breach or be a default or event of default under such
agreement, PROVIDED THAT no such waiver, release or consent may extend the due
date for or reduce the amount of or change the currency of any payment due to
any Intercompany Creditor or change the terms by reference to which any payment
is to be calculated or made under the Third Newco 1 Loan Agreement.  12.2Non-Objection  No Intercompany Creditor shall have any
claim or remedy against any of the Senior Creditors by reason of any
transaction entered into between any of the Senior Creditors and any member of
the Group or any requirement or condition imposed by or on behalf of the Senior
Creditors on any member of the Group, which breaches or is or causes a default
or an event of default under the Third Newco 1 Loan Agreement.  13.SUBROGATION  The Junior Creditor, the Securities
Creditors, the Investors and the Obligors will not under any circumstances be
subrogated to or entitled to exercise any of the rights of the Senior Creditors
or Hedging Banks or exercise or enforce any security arising under any of the
Security Documents.


14.PROTECTION OF SUBORDINATION  14.1Continuing Subordination  The subordination and priority provisions
in this Agreement constitute a continuing subordination and priority and
benefit to the ultimate balance of the Senior Debt and the Hedging Debt
respectively regardless of any intermediate payment or discharge of the Senior
Debt or the Hedging Debt in whole or in part.  14.2Waiver of Defences  The subordination in this Agreement and the
obligations of the Bond Trustee, each Intercompany Creditor and each Obligor
under this Agreement will not be affected by any act, omission, matter or thing
which, but for this provision, would reduce, release or prejudice the
subordination or any of those obligations in whole or in part, including
without limitation:  (a)any time, indulgence or waiver granted to, or composition with, any
Obligor or any other person or the release of any other Obligor or any other person
under the terms of any composition or arrangement with any creditor of any
member of the Group;  (b)the taking, variation, compromise, exchange, renewal or release of,
or refusal or neglect to perfect, take up or enforce, any rights or remedies
against, or security over assets of, any Obligor or other person under the
Senior Finance Documents, the Hedging Documents or otherwise or any non-presentment
or non-observance of any formality or other requirement in respect of any
instruments or any failure to realise the full value of any security;  (c)any variation (however fundamental) or replacement of any Senior
Finance Document, Hedging Document or other document;  (d)any unenforceability, illegality, invalidity or frustration of any
obligation of an Obligor or security under the Senior Finance Documents, the
Hedging Documents or any other document or security or the failure by any
member of the Group to enter into or be bound by any Senior Finance Document or
Hedging Document; or  (e)any postponement, discharge, reduction, non-provability or other
similar circumstance affecting any obligation of any Obligor under any Senior
Finance Document or Hedging Document resulting from any insolvency, liquidation
or dissolution proceedings or from any law, regulation or order.  14.3Appropriations  Each Senior Creditor and Hedging Bank (or
any trustee or agent on their behalf) may (subject to any provision of this
Agreement or any applicable Senior Finance Documents or Hedging Documents to
the contrary):  (a)apply any cash or property received under this Agreement or from an
Obligor or any other person against the Debt owed to it, in such order as it
sees fit;  (b)(if it so decides) apply any cash or property received from an
Obligor or from any other person (other than money or property received under
the Senior Finance


Documents or Hedging Documents or under
this Agreement) against any liability other than the Debt owed to it; and  (c)(unless such cash or property in the aggregate is sufficient to bring
about the Senior Discharge Date if otherwise applied in accordance with the
provisions of this Agreement) hold in a suspense account (bearing interest at a
market rate usual for accounts of that type) any cash or the net proceeds of
any distribution received from the Intercompany Creditors or the Obligors or on
account of the liability of any Intercompany Creditor or Obligor (as
appropriate) under this Agreement.  15.PRESERVATION OF DEBT  In spite of any term of this Agreement
postponing, subordinating or preventing the payment of any of the Intercompany
Debt, as between the Obligors and the Intercompany Creditors, the Intercompany
Debt shall remain owing or payable (and interest or default interest shall
continue to accrue) in accordance with the terms of the Third Newco 1 Loan
Agreement.  No delay in exercising rights
and remedies under the Third Newco 1 Loan Agreement by reason of any term of
this Agreement postponing, restricting or preventing such exercise shall
operate as a permanent waiver of any of those rights and remedies.  16.POWER OF ATTORNEY  By way of security for the obligations of
each Intercompany Creditor under this Agreement, each Intercompany Creditor
irrevocably appoints the Senior Agent as its attorney to do anything which the
Intercompany Creditor (a) has authorised the Senior Agent to do under this
Agreement and (b) is required and legally able to do by this Agreement but has
failed to do for a period of 10 Business Days after receiving notice from the
Senior Agent requiring it to do so unless such Intercompany Creditor is
disputing in good faith and by appropriate proceedings that it is required to
do the thing concerned.  17.EXPENSES  17.1Enforcement Costs  Each Obligor and each Intercompany Creditor
will within 5 Business Days of demand pay to each Senior Creditor or Hedging
Bank the amount of all costs and expenses properly incurred by it in connection
with the enforcement against that Obligor or Intercompany Creditor (as the case
may be) of such persons rights against it under this Agreement.  17.2Legal Expenses and Taxes  The costs and expenses referred to above
include, without limitation, the fees and expenses of legal advisers and any
value added tax or similar tax, and are payable in the currency in which they
are incurred.  18.CHANGES TO THE PARTIES  18.1Successors and Assigns  This Agreement is binding on the successors
and assigns of the parties hereto.


18.2Obligors  No Obligor may assign or transfer any of
its rights (if any) or obligations under this Agreement.  18.3New Obligors  If any member of the Group (a New Obligor) borrows, guarantees or otherwise becomes liable
for any Intercompany Debt or grants or incurs or otherwise becomes a creditor
in respect of any Intercompany Debt, the Parent will procure that (unless such
New Obligor has become party hereto by some other means to the satisfaction of
the Senior Agent acting reasonably) such New Obligor becomes a party to this
Agreement as an Obligor by the execution and delivery to the Security Agent of
a duly completed Deed of Accession (together with such board resolutions and
other corporate documentation as the Security Agent may reasonably require).  18.4New Creditors  No Senior Creditor, Hedging Bank, Junior
Creditor or Investor may:  (a)assign, transfer or dispose of any of the Debt owing to it or its
proceeds or any interest in that Debt or its proceeds to or in favour of any
person; or  (b)assign, transfer, novate or dispose of any of its rights or
obligations under any of the Finance Documents to any person,  unless in each case that person agrees with
the Parties that it is bound by all the terms of this Agreement as a Senior
Creditor, Hedging Bank, Junior Creditor or Investor, as the case may be, by
executing and delivering to the Security Agent a duly completed Deed of
Accession or, in the case of a Senior Creditor, by the execution and delivery
to the Security Agent of a Transfer Certificate.  18.5Bond Trustee  The Bond Trustee (on behalf of the
Securities Creditors) acknowledges and agrees as follows:  (i)that the Senior Debt and Hedging Debt each qualify as Senior Debt
for the purposes of and as such term is defined in the indentures (as
supplemented and amended from time to time) (the Indentures)
under which the Further Notes are issued;  (ii)that the Senior Creditors and the Hedging Banks are entitled to rely
on and enforce the subordination provisions contained in the Indentures; and  (iii)that it accepts any Transfer Certificate, Accession Deed or Deed of
Accession and the accession by the relevant parties to such agreements to this
Agreement in the capacity described therein. 
For the avoidance of doubt, the Bond Trustee hereby waives any right to
approve, or of objection to, the accession or identity of such persons and
confirms that it hereby waives any obligation on the part of a party to


procure the Bond Trustees
counter-signature or acceptance of any such Transfer Certificate, Accession
Deed or Deed of Accession.  18.6Variation of Forms of Deed of Accession  Pursuant to clause 21.7 of the First
Priority Deed (Variation of Forms of Deed of Accession), the Security Agent and
the Parent agree that the form of Deed of Accession is hereby amended so that
it shall be substantially as set out in Schedule 3 (Forms of Deed of
Accession).  The Security Agent and the
Parent may agree further changes to the form of Deed of Accession.  18.7Transfer Certificates, Accession Deeds and Deeds of Accession  Each of the other Parties appoints:  (a)the Senior Agent as its agent to sign on its behalf any Transfer
Certificate or Accession Deed entered into under the Senior Facility Agreement;
and  (b)the Security Agent as its agent to sign on its behalf any Deed of
Accession,  in order that each such Transfer
Certificate, Accession Deed or Deed of Accession may be supplemental to this
Agreement and be binding on and enure to the benefit of all the Parties.  18.8Validity  If any person intended to be bound by this
Agreement does not become party to it or is not bound by it for any reason that
shall not affect the rights and obligations of the other persons party to this
Agreement.  19.STATUS OF OBLIGORS  None of the Obligors has any rights under
this Agreement against any of the Senior Creditors or the Hedging Banks and
none of the undertakings given by the Senior Creditors or the Hedging Banks are
given (or shall be deemed to have been given) to, or for the benefit of, the
Obligors.  20.NOTICES  Every Notice under this Agreement shall be
in writing delivered personally, by first class prepaid post or facsimile and
shall be sent to the address or facsimile number (if any is specified) of the
Party, and for the attention of the individual:  (a)applying for the purposes of the Senior Facility Agreement in the
case of Obligors or Senior Creditors; or  (b)(in the case of the Investors) set out in Schedule 2; or  (c)specified in the relevant Deed of Accession if not a Party at the
date hereof,  or such other address or facsimile number
as is notified in writing by it to the Security Agent.


Clause 37 (Notices) of the Senior Facility
Agreement shall apply to all Notices given under this Agreement.  21.WAIVERS, REMEDIES CUMULATIVE  The rights of each Party under this
Agreement:  (a)are cumulative and not exclusive of its rights under the general law;  (b)may be waived only in writing and specifically; and  (c)may be exercised as often as necessary.  Delay in exercising or non-exercise of any
such right is not a waiver of that right.  22.THE SENIOR AGENT  To the extent that the Senior Agent acts under
this Agreement on the instructions of an Instructing Group the Hedging Banks
appoint the Senior Agent as its agent under this Agreement.  Such appointment is on the terms set out in
Clause 25 (The Administrative Parties) of the Senior Facility Agreement,
mutatis mutandis.  23.TERMINATION  Save in respect of any right, claim or
liability arising under this Agreement prior to the Senior Discharge Date
(which right, claim or liability shall continue notwithstanding the Senior
Discharge Date or the termination referred to in this Clause), this Agreement
(other than Clause 22 (The Senior Agent)) shall terminate immediately after the
Senior Discharge Date.  24.MISCELLANEOUS  24.1Severability  If any provision of this Agreement is prohibited or
unenforceable in any jurisdiction in relation to any Party, such prohibition or
unenforceability shall not invalidate the remaining provisions hereof or affect
the validity or enforceability of such provision in any other jurisdiction or
in relation to any other Party.  24.2First Priority
Deed and Additional Notes Priority Deed  Save as agreed between the Parties in this
Agreement, the First Priority Deed and Additional Notes Priority Deed remain in
full force and effect.  24.3No Third Party
Rights  No person who is not a party to this
Agreement shall have or may enforce any rights under it.  24.4Senior Finance
Document  The Company and the Senior Agent designate
this Agreement as a Senior Finance Document.


25.GOVERNING LAW  This Agreement is governed by English law.  26.JURISDICTION  26.1Submission  The courts of England have jurisdiction to
settle any disputes in connection with this Agreement and accordingly submits
to the jurisdiction of the English courts.  26.2Service of Process  Without prejudice to any other mode of
service, the Junior Creditor and each Investor:  (a)irrevocably appoints Law Debenture Corporate Services Limited (whose
address is Fifth Floor, 100 Wood Street, London EC2V 7EX) as its agent for
service of process relating to any proceedings before the English courts in
connection with this Agreement or any judgment in connection therewith;  (b)agrees
that failure by a process agent to notify it of the process will not invalidate
the proceedings concerned; and  (c)consents to the service of process relating to any such proceedings
by prepaid posting of a copy of the process to its address for the time being
applying for the purposes of Clause 20 (Notices).  26.3Forum Convenience and Enforcement Abroad  Each party to this Agreement:  (a)waives objection to English courts on grounds of inconvenient forum
or otherwise as regards proceedings in connection with this Agreement;  (b)agrees that a judgment or order of an English court in connection
with this Agreement is conclusive and binding on it and may be enforced against
it in the courts of any other jurisdiction; and  (c)to the fullest extent permitted by law, waives any right it may have
in any jurisdiction to have any proceedings take the form of a trial by jury.  26.4Non-exclusivity  Nothing in this Clause 26 limits the rights
of a Senior Creditor or Hedging Bank to bring proceedings against a party to
this Agreement in connection with this Agreement:  (a)in any other court of competent jurisdiction; or  (b)concurrently in more than one jurisdiction.


27.COUNTERPARTS  This Agreement may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  This Agreement has been executed and delivered as a
deed on the date stated at the beginning of this Agreement.


SCHEDULE 1  THE
OBLIGORS  BERMUDA  Fibras Limited  ENGLAND
& WALES  Badger Publishing
Limited (co no 2450040)  Cundell Group
Holdings Limited (co no 2340016)  Fishergate
Properties Limited (co no 273294)  Norcor Holdings
Limited (co no 2352247)  Norwich
Corrugated Board Limited (co no 1021052)  Smurfit
Communications UK Limited (co no 2322609)  Smurfit
Communications (GB) Limited (co no 964972)  Smurfit
Investments UK Limited (co no 2014441)  Smurfit UK
Limited (co no 1017013)  Ward Packaging
Limited (co no 2891814)  Smurfit
Corrugated UK Limited (co no 700242)  Smurfit
Corrugated Holdings (co no 1763645)  GERMANY  CD Haupt Papier und Papierfabrik GmbH & Co KG  Papierverwaltungsgesellschaft Wrexen GmbH  Smurfit Holdings GmbH  Wellit Wellenpappenfabrik Verwaltungs GmbH  Wellit Wellenpappenfabrik GmbH & Co  Schneverdinger Wellpappenwek GmbH  Smurfit Deutschland GmbH & Co. KG  Wellpappenwerk Waren GmbH  A.H. Julius Rohde Gesellschaft mit beschränkter
Haftung  Smurfit Europa Carton GmbH  Smurfit Schneverdinger Wellpappenwerk GmbH  GIBRALTAR  Wilshaw
Investments Limited  IRELAND  Jefferson Smurfit Group Limited (formerly MDCP Acquisitions Limited) (co
no 357957)  JSG Funding PLC (formerly MDP Acquisitions PLC) (co no 357958)


JSG Acquisitions (formerly MDCP Acquisitions I) (co no 358039)  Amisfield Limited (co no 145951)  Belgray Holdings (co no 55866)  Crayside Limited (co no 321264)  Damous Limited (co no 321264)  Gweebarra Limited (co 45075)  Headley Holdings (co no 63551)  Iona Print Limited (co no 39529)  Smurfit Packaging Corporation Limited (co no 8610)  Jefferson Smurfit & Sons Limited (co no 7345)  Smurfit Capital (co no 177324)  Smurfit Capital Funding Limited (co no 239631)  Smurfit Capital Leasing (co no 224165)  Smurfit International Limited (co no 45909)  Smurfit Investments (Ireland) Limited (co no 32153)  Smurfit Ireland Limited (co no 2263)  Smurfit News Press Limited (co 319020)  Smurfit Services Limited (co no 88814)  The Kildare Hotel & Country Club Limited (co no 139531)  Smurfit Corrugated
Ireland (co no 49977)  Central Waste
Paper Company Limited (co no 66062)  Brenchly Limited
(co no 8628)  Claystoke Limited
(co no 325480)  Margrave
Investments Limited (co no 363510)  MEXICO  Grupo Smurfit México S.A. de C.V.  Smurfit Carton y Papel de México S.A. de C.V.  NETHERLANDS  Packaging Investments Holdings (PIH) BV  Packaging
Investments International (PII) BV  Packaging
Investments Netherlands (PIN) BV  Smurfit Corrugated BV  Smurfit Holdings
BV  Smurfit
International BV  Smurfit Investments BV


SWEDEN  Smurfit Holdings AB  Smurfit Munksjö Aspa Bruk AB  Smurfit Munksjö Paper AB  Smurfit Munksjö Packaging AB  Smurfit Munksjö Lagamill AB  Smurfit Munksjö Hygien AB


SCHEDULE 2  INVESTORS  MDCP III GLOBAL INVESTMENTS LPMDCP IV GLOBAL INVESTMENTS LPMDSE III GLOBAL INVESTMENTS LPeach of whose address for notices is:Address:
  c/o Madison Dearborn Partners, LLCThree First National Plaza70 West Madison StreetSuite 3800Chicago, ILFax No:
  1-312-895-1001MIDOCEAN EUROPE GP (JERSEY) LIMITED (formerly DBCP
  Europe GP (Jersey) Limited)whose address for notices is:Address:
  PO Box 8722 Grenville StreetSt HellierJersey JE 4 8PXFax No:


SCHEDULE 3  FORM
OF DEED OF ACCESSION  THIS DEED dated
[               ], [   ]
is supplemental to (a) a priority agreement (the First
Priority Agreement) dated 16 September 2002 between, inter
alia, MDCP Acquisitions plc (now Jefferson Smurfit Group Limited) as the Parent
and certain of its Subsidiaries as Obligors, the Investors, the Junior
Creditor, the Spanish Bond Creditors, the Hedging Banks, the Senior Creditors,
the Bond Trustee and Deutsche Bank AG London as Security Agent and Senior
Agent, (b) a priority agreement (the Additional Notes Priority
Agreement) dated 14th February 2003 between the same parties
and (c) a priority agreement (together with the First Priority Agreement and
the Additional Notes Priority Agreement, the Priority
Agreements) dated 31st January 2005 between the same
parties.  Words and expressions defined in the Priority
Agreements have the same meaning when used in this Deed.  [Name of new Obligor/Senior Creditor/Hedging
Bank/Junior Creditor/Investor/Senior Agent/ Security Agent/Bond Trustee] hereby
agrees with each other person who is or who becomes a party to the Priority
Agreements that with effect on and from the date hereof it will be bound by the
Priority Agreements as [a[n]/the] *[Obligor/Senior Creditor/Hedging Bank
/Junior Creditor/Senior Agent/Security Agent/Investor/Bond Trustee] as if it
had been party originally to the Priority Agreements in that capacity and that
it shall perform all of the undertakings and agreements set out in the Priority
Agreements and given by [a[n]/the] *[Obligor/Senior Creditor/Hedging Bank
/Junior Creditor/Senior Agent/Security Agent/Investor/Bond Trustee].  [The details of Hedging Documents
and Hedging Debt covered by this Deed is as follows [                                                                  ]].  The address for notices of *[Obligor/Senior
Creditor/Hedging Bank/Junior Creditor/Senior Agent/Security Agent/Investor/Bond
Trustee] for the purposes of the Priority Agreements is:  [                                                                  ].  This document takes effect as a deed notwithstanding
that the Security Agent only executes under hand.  This Deed is governed by English law.  [Insert appropriate execution language]  *[                        ]
Delete as applicable  Acknowledged.  [Security Agent]  By:


SIGNATORIES  The ParentThe Common Seal
  )of JEFFERSON
  SMURFIT GROUP LIMITED
  )was affixed hereunto
  )in the presence of
  ))Director
  )
  /s/ Ian J. Curley)Director/Secretary
  )
  /s/ Michael ORiordanThe ObligorsThe Common Seal
  )of JEFFERSON
  SMURFIT GROUP LIMITED
  )was affixed hereunto
  )in the presence of
  ))Director
  )
  /s/ Ian J. CurleyDirector/Secretary
  )
  /s/ Michael ORiordanThe Common Seal
  )of JSG
  FUNDING PLC
  )was affixed hereunto
  )in the presence of
  ))Director
  )
  /s/ Ian J. Curley)Director/Secretary
  )
  /s/ Michael ORiordanThe Common Seal
  )of JSG
  ACQUISITIONS
  )was affixed hereunto
  )in the presence of
  ))Director
  )
  /s/ Ian J. Curley)Director/Secretary
  )
  /s/ Michael ORiordan


SIGNED by
  )JSG ACQUISITIONS
  )
  /s/ Ian J. Curleyacting by its authorised
  signatories
  )in the presence of
  )
  /s/ Michael ORiordan))on behalf of each of the
  Obligors set out in Schedule 1
  )


The Senior CreditorsSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ [Illegible]acting by its authorised signatories
  ))
  /s/ [Illegible])acting under the authority of that company
  )as Senior Agent on behalf of the Senior Creditors
  )at the date of this Agreement
  )The Senior Agent and the Security AgentSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ [Illegible]acting by its authorised signatories
  ))
  /s/ [Illegible])acting under the authority
  )of that company
  )


The Hedging BanksSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ [Illegible]acting by its authorised signatories
  ))
  /s/ [Illegible])acting under the authority of that company
  )on behalf of the Hedging Banks
  )at the date of this Agreement
  )


The Bond TrusteeEXECUTED as a deed
  )by DEUTSCHE BANK TRUST
  COMPANY AMERICAS
  )acting by its authorised signatories
  )
  /s/ Rodney Gaughan))
  /s/ Dorothy Robinsonacting under the authority
  )of that company
  )


The Junior CreditorEXECUTED as a deed by
  )ADAVALE (NETHERLANDS) B.V.
  )
  /s/ G.F.X.M. Nieuwenhuizenacting by:
  )
  DirectorRokin Corporate Services B.V.
  ))
  /s/ L.F. van der Smanacting under the authority of that
  )
  Proxy Holdercompany, in the presence of
  )))Witnesss Signature:
  /s/ E.E. Thielman
  ))Name:  E.E.
  Thielman
  ))Address:
  Fred Roeskestraat 1231076 EE AmsterdamThe Netherlands


The InvestorsEXECUTED as a deed under seal by
  )MDCP III GLOBAL INVESTMENTS LP
  )and signed and delivered as a deed on its behalf by
  MDP III
  )
  /s/ Tom SoulelesGlobal GP, LP its general partner
  )and MDP Global Investors Limited, its general
  partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Christopher McGowan
  ))Name: 
  Christopher McGowan
  ))Address:
  70 W. Madison
  )Chicago, IL 60602EXECUTED as a deed under seal by
  )MDCP IV GLOBAL INVESTMENTS LP
  )and signed and delivered as a deed on its behalf by
  MDP IV
  )
  /s/ Tom SoulelesGlobal GP, LP its general partner and
  )MDP Global Investors Limited its general partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Christopher McGowan
  ))Name: 
  Christopher McGowan
  ))Address:
  70 W. Madison
  )Chicago, IL 60602EXECUTED as a deed under seal by
  )MDSE III GLOBAL INVESTMENTS LP
  )and signed and delivered as a deed on its behalf by
  MDP III
  )
  /s/ Tom SoulelesGlobal GP, LP its general partner
  )and MDP Global Investors Limited its general partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Christopher McGowan
  ))Name: 
  Christopher McGowan
  ))Address:
  70 W. Madison
  )Chicago, IL 60602


EXECUTED as a deed by
  )MIDOCEAN EUROPE GP (JERSEY) LIMITED
  )acting by:
  )
  /s/ Julia Chapman)acting under the authority of that
  )company, in the presence of
  )
  /s/ Simon Riley))Witnesss Signature:
  /s/ [Illegible]
  ))Name: 
  [Illegible]
  ))Address:
  )