**Exhibit 4.5**

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**DEED OFAMENDMENT AND RESTATEMENT**

**31January 2007**

between

**SMURFIT KAPPA CORPORATION LIMITED******as the Parent

and

**DEUTSCHE BANK AG, LONDON BRANCH**as Senior Agent

inrespect of a

**PRIORITYAGREEMENT****DATED 30 NOVEMBER 2005 AS AMENDEDBYAN AMENDMENT DEED DATED****20 NOVEMBER 2006**

relating, interalia, to a Senior Credit Facilitydated 30 November 2005 as amended by an amendment letter dated 27 February 2006 and asfurther amended by an agreement 20 November 2006

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5Old Broad StreetLondon  EC2N 1DW

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**TABLE OF CONTENTS**
|        | ** ** | ** **                          | ** ** | **Page** | ** ** |
|--------|------------|-------------------------------------|------------|----------|------------|
|   |       |                                |       |     |       |
| 1.     |       | INTERPRETATION                      |       | 1        |       |
|   |       |                                |       |     |       |
| 2.     |       | AMENDMENTS TO PRIORITY  AGREEMENT   |       | 1        |       |
|   |       |                                |       |     |       |
| 3.     |       | EFFECTIVE DATE                      |       | 1        |       |
|   |       |                                |       |     |       |
| 4.     |       | RATIFICATION OF  PRIORITY AGREEMENT |       | 2        |       |
|   |       |                                |       |     |       |
| 5.     |       | REPRESENTATIONS AND  WARRANTIES     |       | 2        |       |
|   |       |                                |       |     |       |
| 6.     |       | EXPENSES AND STAMP DUTY             |       | 2        |       |
|   |       |                                |       |     |       |
| 7.     |       | COUNTERPARTS                        |       | 3        |       |
|   |       |                                |       |     |       |
| 8.     |       | GOVERNING LAW AND JURISDICTION      |       | 3        |       |

 

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**THIS DEED**  is dated 31 January 2007 and is made

**BETWEEN**:

**(1)****                                ****SMURFIT KAPPA CORPORATION LIMITED**(formerly knownas Jefferson Smurfit Group Limited), a company incorporated in Ireland(registered number 357957) (the “**Parent**”); and

**(2)****                                ****DEUTSCHE BANK AG, LONDON BRANCH** as senior agent (in its capacity the “**Senior Agent**”).

**WHEREAS:**

**(A)**                               This Deed is supplemental to the PriorityAgreement dated 30 November 2005 between the Parent, the original lenders, theoriginal borrowers, the original guarantors, the Hedging Banks, the SeniorAgent, the Security Agent and others as amended by an amendment deed dated 20November 2006 (the “**Priority Agreement**”).

**(B)****                              **The parties wish to amend the PriorityAgreement in its entirety on the terms and subject to the conditions set out inthis Deed.

**IT IS AGREED**as follows:

# **1.****                                      INTERPRETATION**

## **1.1****                              **Subjectto the terms of this Deed, words and expressions defined in the PriorityAgreement shall have the same meanings in this Deed.

## **1.2****                              **Inthis Deed, any reference to a “Clause”, or a “Schedule” is, unless the contextotherwise requires, reference to a clause or a schedule to this Deed.

## **1.3****                              **Inaccordance with the Senior Facility Agreement, the Parent and the Senior Agentdesignate this Deed a Senior Finance Document.

# **2.****                                      AMENDMENTSTO PRIORITY AGREEMENT**

Witheffect from the Effective Date (as defined below), the Priority Agreement shallbe amended as set out in Schedule 1 (*Amended and Restated Deed*)to this Deed and all references in the Priority Agreement to “this Deed” shallinclude this Deed.

# **3.****                                      EFFECTIVEDATE**

## The effectivedate (the “**Effective Date**”) ofthis Deed shall be the later of the date of this Deed and the date on which theSenior Agent confirms (and shall confirm upon receipt) that it has beenprovided with:

### **(a)****                                 **acopy, certified true by a duly authorised officer of the Parent or a solicitorof Kirkland & Ellis International LLP (London office), of a boardresolution of the Parent approving (i) the execution, delivery and performanceof this Deed, (ii) the terms and conditions of this Deed and (iii)authorising a named person or persons to sign this Deed;

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### **(b)****                                 **acopy, certified true by a duly authorised officer of the Parent or a solicitorof Kirkland & Ellis International LLP (London office), of the Parent’scorporate constitutional documents;

### **(c)****                                 **alegal opinion from White & Case LLP, legal advisers as to matters ofEnglish law to the Arrangers and the Senior Agent, addressed to the FinanceParties; and

### **(d)****                                 **a legal opinion of McCann FitzGerald, legaladvisers as to matters of Irish law to the Arrangers and the SeniorAgent, addressed to the FinanceParties;

### **(e)****                                 **feeletters from the Senior Agent dated 10 January 2007 countersigned by Parent inrespect of fees payable by the Parent in connection with the Senior FacilityAgreement (the “**Fee Letters**”); and

### **(f)****                                   **evidencethat all fees and expenses have been or will be paid on the basis of the FeeLetters,

andthat each of the documents referred to in this Clause 3 (*Effective Date*) is in form and substance satisfactory to theSenior Agent acting reasonably.

# **4.****                                      RATIFICATIONOF PRIORITY AGREEMENT**

## **4.1****                              **ThePriority Agreement as amended by this Deed is ratified and confirmed.

## **4.2****                              **Subjectas amended by this Deed, the Parent on behalf of the Guarantors confirms thatthe provisions of the guarantee and indemnity contained in clause 5.6 (*Hedging**Guarantee*)of the Priority Agreement shall remain in full force and effect on and afterthe Effective Date and clause 19 (*Guaranteeand Indemnity*) of the Senior Facility Agreement shall apply equallyto the obligations of the Borrowers under Clause 6 (*Expenses and Stamp Duty*) of this Deed asif set out in full in this Deed save that references in the Priority Agreementto “this Deed” shall be construed as references to this Deed.

## **4.3****                              **The provisions of the Priority Agreementshall, save as amended by this Deed, continue in full force and effect amongall of the parties thereto who were parties thereto immediately prior to theeffectiveness of this Deed

# **5.****                                      REPRESENTATIONSAND WARRANTIES**

TheParent on behalf of each of the Obligors represents and warrants to the SecuredParties (as defined in the Priority Agreement) on the terms set out inclause 6 (*Warranties of the Junior Creditor*)of the Priority Agreement as if such clause was set out in full in thisDeed.  Such representations shall survivethe execution of this Deed.

# **6.****                                      EXPENSESAND STAMP DUTY**

## **6.1****                              **TheParent shall from time to time on demand of the Senior Agent, reimburse theSenior Agent and each of the Arrangers for all costs and expenses (includinglegal fees) together with any VAT in connection with the negotiation,preparation and execution of this Deed and the transactions contemplated inthis Deed.

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## **6.2****                              **TheParent shall pay all stamp, registration and other taxes to which this Deed, orany judgment given in connection with this Deed, is or at any time may besubject and shall from time to time on demand of the Senior Agent indemnify theSenior Agent, the Arrangers and the Lenders against any liabilities, costs,claims and expenses resulting from any failure to pay or any delay in payingany such tax.

# **7.****                                      COUNTERPARTS**

ThisDeed may be executed in any number of counterparts and all of such counterpartstaken together shall be deemed to constitute one and the same instrument.

# **8.****                                      GOVERNINGLAW AND JURISDICTION**

## **8.1****                              **ThisDeed shall be governed by and construed in accordance with English law.

## **8.2****                              **Theprovisions of clause 28 (*Governing Law*)and clause 29 (*Jurisdiction*)of the Priority Agreement shall be deemed to be incorporated into this Deed asif such clause was set out in full save that references in the PriorityAgreement to “this Deed” shall be construed as references to this Deed.

**THIS DEED** has been executed and delivered as a Deed on the datestated at the beginning of this Deed.

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#####  

##### **SCHEDULE 1**

##### **AMENDED AND RESTATED DEED**

 

 

 

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**SIGNATORIES**
| **PARENT**                                             |
|--------------------------------------------------------|
| ** **                                             |
| The Common Seal of                                     | ) |   |
| **SMURFIT KAPPA**                                      | ) |   |
| **CORPORATION LIMITED**                                | ) |   |
| was affixed hereto in the presence of                  | ) |   |
|                                                   | ) |   |
|                                                   | ) |   |
| Director                                               | ) | /s/ Ian J. Curley |
|                                                   | ) |   |
| Director / Secretary                                   | ) |  /s/ Michael  O’Riordon |
|                                                   | ) |   |
|                                                   |
|                                                   |
|                                                   |
| **THE SENIOR AGENT**                                   |
| ** **                                             |
| **EXECUTED AS A DEED**by                               | ) |   |
| **DEUTSCHE BANK AG, LONDON BRANCH**                    | ) |   |
| as Senior Agent on behalf of the Finance Parties       | ) |   |
| and with the requisite consent pursuant                | ) |   |
| to clause 30.1 of the Senior Facility  Agreement, | ) |   |
| acting by its authorised signatories                   | ) |   |
|                                                   | ) |   |
|                                                   | ) | /s/ [Illegible] |
|                                                   | ) |   |
| acting under the authority)                            | ) | /s/ [Illegible] |
| of that company)                                       | ) |   |
|                                                   |
|                                                   |

 

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**SCHEDULE 1**

**AMENDED AND RESTATED DEED**

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** **

**ORIGINALLY DATED 30 NOVEMBER 2005**

**PRIORITYAGREEMENT**

 

between

**SMURFITKAPPA CORPORATION LIMITED**as the Parent

** **

**CERTAINSUBSIDIARIES OF THE PARENT**as Obligors

** **

**THESENIOR CREDITORS, THE HEDGING BANKS AND JUNIOR CREDITOR**

 

and

** **

**DEUTSCHEBANK AG, LONDON BRANCH**as Senior Agentand Security Agent

 

 

relating, inter alia, toa Senior Facility Agreementdated 30 November 2005

 

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5 Old Broad StreetLondon EC2N 1DW

 

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**TABLE OFCONTENTS**
|                                     | ** ** | ** **                           | ** ** | **Page** | ** ** |
|-------------------------------------|------------|--------------------------------------|------------|----------|------------|
|                                |       |                                 |       |     |       |
| 1.                                  |       | DEFINITIONS AND  INTERPRETATION      |       | 1        |       |
|                                |       |                                 |       |     |       |
| 2.                                  |       | RANKING                              |       | 9        |       |
|                                |       |                                 |       |     |       |
| 3.                                  |       | UNDERTAKINGS                         |       | 10       |       |
|                                |       |                                 |       |     |       |
| 4.                                  |       | AMENDMENTS                           |       | 11       |       |
|                                |       |                                 |       |     |       |
| 5.                                  |       | HEDGING DEBT                         |       | 12       |       |
|                                |       |                                 |       |     |       |
| 6.                                  |       | WARRANTIES OF JUNIOR  CREDITOR       |       | 15       |       |
|                                |       |                                 |       |     |       |
| 7.                                  |       | PERMITTED PAYMENTS                   |       | 15       |       |
|                                |       |                                 |       |     |       |
| 8.                                  |       | TURNOVER                             |       | 17       |       |
|                                |       |                                 |       |     |       |
| 9.                                  |       | SUBORDINATION ON  INSOLVENCY         |       | 19       |       |
|                                |       |                                 |       |     |       |
| 10.                                 |       | ENFORCEMENT                          |       | 22       |       |
|                                |       |                                 |       |     |       |
| 11.                                 |       | PROCEEDS OF ENFORCEMENT              |       | 24       |       |
|                                |       |                                 |       |     |       |
| 12.                                 |       | ENFORCEMENT OF SECURITY              |       | 26       |       |
|                                |       |                                 |       |     |       |
| 13.                                 |       | LOSS SHARING                         |       | 33       |       |
|                                |       |                                 |       |     |       |
| 14.                                 |       | CONSENTS AND LIMITS                  |       | 34       |       |
|                                |       |                                 |       |     |       |
| 15.                                 |       | INFORMATION                          |       | 34       |       |
|                                |       |                                 |       |     |       |
| 16.                                 |       | SUBROGATION                          |       | 35       |       |
|                                |       |                                 |       |     |       |
| 17.                                 |       | PROTECTION OF  SUBORDINATION         |       | 35       |       |
|                                |       |                                 |       |     |       |
| 18.                                 |       | PRESERVATION OF DEBT                 |       | 36       |       |
|                                |       |                                 |       |     |       |
| 19.                                 |       | POWER OF ATTORNEY                    |       | 36       |       |
|                                |       |                                 |       |     |       |
| 20.                                 |       | EXPENSES                             |       | 37       |       |
|                                |       |                                 |       |     |       |
| 21.                                 |       | CHANGES TO THE PARTIES               |       | 37       |       |
|                                |       |                                 |       |     |       |
| 22.                                 |       | STATUS OF OBLIGORS                   |       | 40       |       |
|                                |       |                                 |       |     |       |
| 23.                                 |       | NOTICES                              |       | 40       |       |
|                                |       |                                 |       |     |       |
| 24.                                 |       | WAIVERS, REMEDIES  CUMULATIVE        |       | 40       |       |
|                                |       |                                 |       |     |       |
| 25.                                 |       | THE SECURITY AGENT AND  SENIOR AGENT |       | 41       |       |
|                                |       |                                 |       |     |       |
| 26.                                 |       | TERMINATION                          |       | 48       |       |
|                                |       |                                 |       |     |       |
| 27.                                 |       | SEVERABILITY                         |       | 48       |       |
|                                |       |                                 |       |     |       |
| 28.                                 |       | GOVERNING LAW                        |       | 48       |       |
|                                |       |                                 |       |     |       |
| 29.                                 |       | JURISDICTION                         |       | 48       |       |
|                                |       |                                 |       |     |       |
| 30.                                 |       | COUNTERPARTS                         |       | 49       |       |
|                                |       |                                 |       |     |       |
| SCHEDULE 1 THE OBLIGORS             |       | 50                                   |       |
| SCHEDULE 2 SENIOR  CREDITORS        |       | 51                                   |       |
| SCHEDULE 3  [INTENTIONALLY OMITTED] |       | 52                                   |       |

 

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|                                                 | ** ** | ** ** | ** ** | ** ** | ** ** |
|-------------------------------------------------|------------|------------|------------|------------|------------|
| SCHEDULE 4 HEDGING  BANKS AND HEDGING DOCUMENTS |       | 53         |       |
| SCHEDULE 5 FORM OF DEED  OF ACCESSION           |       | 55         |       |
| SCHEDULE 6 CALCULATION  OF HEDGING DEBT         |       | 56         |       |
| SCHEDULE 7 SECURITY AGENT                       |       | 57         |       |

 

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**THIS PRIORITY AGREEMENT **dated 30 November 2005 as amended and restated by theAmendment and Restatement Deed is made

**BETWEEN**:

**(1)****                                ****SMURFIT KAPPA CORPORATION LIMITED** a company incorporated under the laws ofIreland (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 FINANCIALINSTITUTIONS**named in Schedule 2 as Senior Creditors;

**(4)****                                ****DEUTSCHE BANK TRUST COMPANYAMERICAS** as BondTrustee;

**(5)**           **AVADALE (NETHERLANDS) B.V.** as Junior Creditor;

**(6)****                                ****THE BANKS AND FINANCIALINSTITUTIONS** (ifany) named in Schedule 4  as HedgingBanks; and

**(7)****                                ****DEUTSCHE BANK AG, LONDON BRANCH**as Senior Agent and Security Agent.

**IT IS AGREED**as follows:

# **1.****                                      DEFINITIONSAND INTERPRETATION**

## **1.1****                               Definitions**

In this Deed:

“**2025 Bonds**”means the 7.5% Guaranteed Debentures due 2025 of Smurfit Capital Funding plcissued pursuant to the 2025 Indenture.

“**2025****Indenture**” means the indenture, dated15 November 1995, by and among Smurfit Kappa Treasury Funding Limited(as issuer), Smurfit Kappa Packaging Limited (formerly known as JeffersonSmurfit Group Limited) (as guarantor), Smurfit International B.V. (asguarantor), Smurfit Kappa Treasury (formerly named Packaging InternationalFinance) (as guarantor) and JPMorgan Chase Bank, N.A. (formerly known asChemical Bank) (as trustee), as amended from time to time.

“**2025 Obligations**”means the unpaid principal of, and premium, if any, and interest (includinginterest accruing during the pendency of any bankruptcy, insolvency,receivership or other similar proceeding, regardless of whether allowed orallowable in such proceeding) on the 2025 Bonds, when and as due, whether atmaturity, by acceleration, upon one or more dates set for redemption, prepaymentor otherwise, and all other monetary obligations, including fees, costs,expenses and indemnities, whether primary, secondary, direct, contingent, fixedor otherwise (including monetary obligations incurred during the pendency ofany bankruptcy, insolvency, receivership or other similar proceeding,regardless of whether allowed or allowable

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in such proceeding), of Smurfit Kappa Treasury FundingLimited, the Company or any of their respective affiliates under the 2025Indenture or the 2025 Bonds.

“**Additional Debt**”****in relation to anyobligation or liability means:

(i)                                     any refinancing, novation, deferral orextension of any of those liabilities;

(ii)                                  any further advance made under anyagreement supplemental to any relevant Finance Document plus all relatedinterest, fees and costs;

(iii)                               any claim for damages or restitution inthe event of rescission of any such liabilities or otherwise in connection withany relevant Finance Document;

(iv)                              any claim against any Obligor flowingfrom any recovery by an Obligor or any other person of a payment or dischargein respect of those liabilities on the grounds of preference or otherwise; and

(v)                                 any amounts (such as post-insolvencyinterest) which would otherwise be included in any such liability but for anydischarge, non-provability, unenforceability or non-allowability ofthe same in any Insolvency or other proceedings.

“**Amend**”****meansamend, novate, vary, waive, supplement or the giving of any waiver, release orconsent having the same commercial effect (and “**Amendment**” and “**Amended**”shall be construed accordingly).

“**Amendment and RestatementDeed**” means the deed dated 31 January 2007 between the parties tothis Deed pursuant to which this Deed was amended and restated.

“**Appointment Date**”****meansthe date upon which an examiner is appointed to all or any of the Obligors.

“**Austrian Security**”has the meaning provided in Clause 25.5(b) (*Special Appointment ofSecurity Agent Germany and Austria*).

“**Bond Trustee**”means Deutsche Bank Trust Company Americas and any other entity acting astrustee under any issue of Cash Pay Securities and which has acceded to thisDeed pursuant to Clause 21.5 (*Bond Trustee*).

“**Cash Pay Securities**” has the meaning given to it in theSenior Facility Agreement.

“**Collateral**”means all assets or property of the Obligors, now owned or hereafter acquired,upon which a Security Interest is purported to be created by any CombinedSecurity Document.

“**Collateral Account**”has the meaning assigned to such term in Clause 11.2 (*TheCollateral Account*).

“**Combined SecurityDocuments**” means the Security Documents, the Hedging SecurityDocuments and the Note Security Documents.

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“**Company**” means Smurfit Kappa Acquisitions.

“**Debt**”means any or all of the Senior Debt, the Hedging Debt, the Note Debt, theSmurfit Kappa Funding Debt, the Junior Debt, the Senior Subordinated GuaranteeDebt and the Intercompany Debt, as the context requires.

“**Deed of Accession**”means a deed of accession substantially in the form of Schedule 5 (*Form of Accession Deed*).

“**Distribution Date**”means each date fixed by the Security Agent in its sole discretion for adistribution pursuant to the applicable provisions of this Deed of any fundsheld in the Collateral Account.

“**Enforcement Date**”means the date on which an Enforcement Event first occurs.

“**Enforcement Event**”means the Senior Agent first exercising any of its rights underClauses 24.17(b), (c)(i) or (d) (*Acceleration*)or 24.18(b) or (c)(i) (*Acceleration forCertain Funds Credits*) of the Senior Facility Agreement or, havingexercised its rights under Clauses 24.17(c)(ii) or 24.18(c)(ii) thereof, firstmaking demand with respect to some or all of the Credits.

“**EnforcementInstructing Group**” means, at any time, Senior Creditors and HedgingBanks the aggregate of whose shares in (a) the amount of Senior Secured Debt(other than the Hedging Debt), and (b) the amount of Hedging Debt at that timeexceeds 50.0% of the aggregate of (i) the Senior Secured Debt (other thanthe Hedging Debt), and (ii) the Hedging Debt, at that time.  The amount of Hedging Debt shall becalculated in accordance with Schedule 6 (*Calculationof Hedging Debt*).

“**Exchange Rate**”means, at any date of determination thereof with respect to any currency, thespot rate of exchange for the conversion of such currency into euro determinedby reference to such rate publishing service as is customarily utilized by theSecurity Agent for such purpose; provided that, to the extent that “**Exchange Rate**” is used in this Deed to refer to an actualexchange by the Security Agent of one currency for another, “**Exchange Rate**” shall be deemed to refer to the rate at whichsuch exchange actually occurs so long as such exchange is effected undercustomary market conditions. Any such determination of the Exchange Rate by theSecurity Agent shall be conclusive absent manifest error.

“**Finance Documents**”means each or any of the Senior Finance Documents, the Hedging Documents, theNote Documents, the Senior Subordinated Guarantee, the Junior Loan Agreementand the Intercompany Documents.

“**German Security**”has the meaning provided in Clause 25.5(b) (*Special Appointment ofSecurity Agent Germany and Austria*).

“**Hedging Bank**”means each bank or financial institution named in Schedule 4 (*Hedging Banks and Hedging Documents*) and any other bank orfinancial institution which becomes a party to this Deed as a Hedging Bankunder Clause 5.1 (*Accession of HedgingBanks*) in each case in its capacity as provider of hedgingfacilities to any of the Obligors.

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“**Hedging Debt**”means all present and future liabilities (actual or contingent) payable orowing by any Obligor to any Hedging Bank under or in connection with theHedging Documents, whether or not matured and whether or not liquidated,together with any Additional Debt relating thereto.

“**Hedging Document**”means each ISDA master agreement, confirmation or other document evidencing anyhedging facility provided by a Hedging Bank to an Obligor, which facility isspecified in Schedule 4 (*Hedging Banks and HedgingDocuments*) or where the counterparty has become a Hedging Bank inaccordance with Clause 5.1 (*Accessionof Hedging Banks*) and the Hedging Security Documents (collectively,the “**Hedging Documents**”).

“**Hedging SecurityDocuments**” means any security granted by any member of the Group infavour of a Hedging Bank as security for the Hedging Debt.

“**Insolvency**”means the winding-up, bankruptcy, liquidation, dissolution,administration, examination, receivership, administrative receivership or re-organisationof any Obligor, any moratorium or judicial composition in respect of anyObligor or any analogous proceedings affecting any Obligor in any jurisdictionoutside England and Wales.

“**Instructing Group**”means, at any time, Senior Creditors and Hedging Banks the aggregate of whoseshares in (a) the amount of Senior Debt (other than Hedging Debt) and (b) theamount of Hedging Debt, at that time equals or exceeds 662⁄3% of theaggregate of (i) the Senior Debt (other than the Hedging Debt) and (ii) theHedging Debt, at that time.  The amountof Hedging Debt shall be calculated in accordance with Schedule 6 (*Calculation of Hedging Debt*).

“**IntercompanyCreditor**” means any Obligor to whom any Intercompany Debt may fromtime to time be payable or owing (whether or not matured).

“**Intercompany Debt**”means all present and future Financial Indebtedness (actual or contingent)payable or owing by any Obligor to any other Obligor whether or not matured andwhether or not liquidated, together in each case with any Additional Debtrelating thereto and including, without limitation, all that FinancialIndebtedness incurred by one Obligor from another Obligor specified in theFunds Flow Statement or the Structure Memorandum and all Financial Indebtednessowed by the Company under or in connection with any Smurfit Kappa Funding LoanAgreement, but excluding any trading liabilities arising in the ordinary courseof trading.

“**IntercompanyDocuments**” means any Smurfit Kappa Funding Loan Agreement, and allother agreements and instruments evidencing any Financial Indebtedness fromtime to time made available by one Obligor to another Obligor.

“**Junior Creditor**”means Avadale (Netherlands) B.V. a private company with limited liability (*besloten venootschap met beperkte aansprakelijkheid*)incorporated under the laws of the Netherlands, with its statutory seat atRotterdam, the Netherlands and registered at the Chamber of Commerce ofAmsterdam under number 24336352.

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“**Junior Debt**”means all present and future liabilities (actual or contingent) payable orowing by any Obligor to the Junior Creditor under or in connection with anyJunior Loan Agreement, whether or not matured and whether or not liquidated,together with any Additional Debt relating thereto.

“**Junior LoanAgreement**” means the loan agreement dated September 2002 between theParent as borrower and the Junior Creditor as lender.

“**Majority SeniorCreditors**” means the Majority Lenders as defined in the SeniorFacility Agreement provided that if, at the relevant time, any Lender (orAffiliate of it) is also a Hedging Bank then, for the purposes of calculatingvoting rights under this Deed, the Total Commitments under the Senior FacilityAgreement will be notionally increased by an aggregate amount calculated inaccordance with Schedule 6 (*Calculation of HedgingDebt*) with respect to each such Lender’s (or its Affiliate’s)interest in the Hedging Debt and each Lender which is a Hedging Bank (or whoseAffiliate is a Hedging Bank) will be deemed to have the aggregate amount of itsCommitments increased by the amount calculated in accordance withSchedule 6 (*Calculation of Hedging Debt*) withrespect to the outstanding Hedging Debt owed to it.

“**New Obligor**”has the meaning given to it in Clause 21.3 (*New Obligors*).

“**Note Creditor**”means any noteholder under the 2025 Bonds and the Note Trustee.

“**Note Debt**”means all present and future 2025 Obligations (actual and contingent), whetheror not matured and whether or not liquidated, together with any Additional Debtrelating thereto.

“**Note Documents**”means the 2025 Bonds, the 2025 Indenture and the Note Security Documents.

“**Note SecurityDocuments**” means any security documents granting security in favourof the Note Creditors or the Security Agent for the benefit of the NoteCreditors in respect of the 2025 Obligations, a schedule of which shall be keptby the Company and provided to the Security Agent upon request from time totime.

“**Note Trustee**”means JPMorgan Chase Bank, N.A., as trustee under the 2025 Indenture or anysuccessor trustee thereunder.

“**Notice**”means any notice, request, instruction, demand or other communication.

“**Obligor**”means the Parent, each other member of the Group specified in Schedule 1 (*The Obligors*) and each New Obligor.

“**Party**”means an Obligor, a Senior Creditor, the Security Agent, the Senior Agent, theJunior Creditor, a Hedging Bank or the Bond Trustee, as the context requires.

“**Recovery**”means all amounts received or recovered by any of the Senior Creditors or theHedging Banks on or after the occurrence of an Enforcement Event in payment oron account of any Senior Debt or Hedging Debt but after deducting (a) thereasonable costs and expenses incurred by such Senior Creditor or Hedging Bankin effecting such receipt or recovery, and (b) any sums required by law orcourt order to

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be paid to third parties on account of claimspreferred by law over the claims of the Secured Parties.

“**Restricted Debt**”means all present and future liabilities (actual or contingent) payable orowing by any Restricted Borrower to any Senior Creditor under or in connectionwith the Restricted Term Loan Facilities, whether or not matured and whether ornot liquidated together with any Additional Debt relating thereto.

“**Secured Creditor**”means a Senior Secured Creditor or a Hedging Bank or a Note Creditor, as thecontext requires (together the “**Secured Creditors**”).

“**Secured Instruments**”means at any time the Senior Finance Documents, the Hedging Documents and theNote Documents.

“**Secured Obligations**”means the Senior Secured Debt, the Hedging Debt and the Note Debt.

“**Secured Party**”means each of the Senior Creditors, the Hedging Banks and the Note Creditors.

“**SecuritiesCreditors**” means the holders or owners of the Cash Pay Securities.

“**Security Agent**”means Deutsche Bank AG, London Branch in its capacity as agent and trustee forthe Senior Secured Creditors and the Hedging Banks of the security conferredunder the Security Documents and in its capacity as collateral agent for theNote Creditors, and any sub-agent, sub-trustee or custodianappointed by it.

“**Security Documents**”has the meaning given to it in the Senior Facility Agreement.

“**Senior Agent**”means Deutsche Bank AG, London Branch in its capacity as facility agent for theSenior Creditors under the Senior Facility Agreement.

“**Senior Creditor**” means each of:

(a)                                  the banks and financial institutionsnamed in Schedule 2 (*Senior Creditors*)in their capacity as Lenders and/or Ancillary Lender and/or Issuing Bank underthe Senior Facility Agreement;

(b)           theArrangers, the Senior Agent and the Security Agent;

(c)                                  any other person designated as a SeniorCreditor by the Senior Agent and the Company and who has acceded to this Deed;and

(d)           anysuccessor, transferee, replacement or assignee of any of the above.

“**Senior Debt**”means all present and future liabilities (actual or contingent) payable orowing by any Obligor to any Senior Creditor under or in connection with theSenior Finance Documents, whether or not matured and whether or not liquidated,together with any Additional Debt relating thereto.

“**Senior DischargeDate**” means the date on which the Senior Agent is satisfied that allof the Senior Debt and the Hedging Debt has been irrevocably paid anddischarged

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and all Commitments of the Senior Creditors and allobligations of the Hedging Banks under the Hedging Documents have beenterminated.

“**Senior FacilityAgreement**” means the senior facility agreement dated 30 November2005 as amended and restated pursuant to an amendment agreement on or about thedate of the Amendment and Restatement Deed between the Parent, certain of theother Obligors, the Senior Creditors, the Security Agent and the Senior Agentproviding for €3,196,818,558 term loan facilities, a €600,000,000 revolvingloan facility and additional facilities of up to €400,000,000 (and includes anyrefinancings or replacement in whole or part of the said senior facilityagreement after the date hereof).

“**Senior FinanceDocument**” has the meaning given to it in the Senior FacilityAgreement, but excluding the Hedging Documents.

“**Senior Secured Creditor**”means a Senior Creditor other than a Lender under or in connection with theRestricted Term Loan Facilities.

“**Senior Secured Debt**”means the Senior Debt other than the Restricted Debt.

“**Senior SubordinatedGuarantee**” has the meaning given to it in the Senior FacilityAgreement.

“**Senior SubordinatedGuarantee Debt**” means all present and future liabilities (actual orcontingent) payable or owing by the Company under or in connection with theSenior Subordinated Guarantee whether or not matured and whether or notliquidated, together with any Additional Debt relating thereto.

“**Smurfit KappaFunding Debt Non-Payment Event**” means the non-payment ofany amount when due under the Smurfit Kappa Funding Debt (but in the case ofany amount not constituting principal, interest or fees, being an amount inexcess of €500,000).

“**Smurfit KappaFunding****Debt**” means allpresent and future liabilities (actual or contingent) payable or owing by anyObligor under or in connection with the Cash Pay Securities whether or notliquidated and together with any Additional Debt relating thereto.

“**Spanish Security Documents**”means each Security Document which is stated to be governed by Spanish law.

“**SubordinatedCreditors**” means the Junior Creditor and the Intercompany Creditors.

“**Subordinated Debt**”means the Junior Debt and the Intercompany Debt.

“**Trustee SecurityDocuments**” means each of the Security Documents other than theHedging Security Documents.

“**Turnover Receipt**”has the meaning given to it in Clause 8 (*Turnover*).

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## **1.2****                               Interpretation**

### (a)                                  Referencesto any of the Security Agent, the Senior Agent, the Senior Creditors, theHedging Banks, the Securities Creditors, the Bond Trustee, the Note Creditors,the Note Trustee, the Junior Creditor or the Obligors in whatever capacityincludes their respective permitted successors, assigns, replacements,transferees and substitutes from time to time.

### (b)                                 Headingsand the index are for convenience of reference only and shall be ignored in theinterpretation of this Deed.

### (c)                                  Referencesto the Senior Facility Agreement, a Senior Finance Document, a Junior LoanAgreement, a Hedging Document, a Note Document, the Senior SubordinatedGuarantee, the Cash Pay Securities or an Intercompany Document or any otherdocument or agreement is to that document or agreement as novated,supplemented, amended, varied or restated from time to time.

### (d)                                 Inthis Deed, unless the context otherwise requires:

#### (i)                             references to Clauses andSchedules are to be construed as references to the Clauses of, and Schedulesto, this Deed;

#### (ii)                          references to a “**payment**” includes a prepayment or arepayment and references to “**pay**”include repay and prepay;

#### (iii)                       referencesto “**give any financial support**”(or similar phrases) in connection with any Debt include, without limitation,the taking of any participation in or in respect of such Debt, the giving ofany guarantee, indemnity or other assurance against loss in respect of suchDebt, or the making of any deposit or payment in respect of or on account ofsuch Debt;

#### (iv)                      wordsimporting the singular shall include the plural, and vice versa; and

#### (v)                         referencesto persons shall include any firm, body corporate, company, corporation,government, state or agency of a state or any association or partnership(whether or not having separate legal personality) of two or more of theforegoing.

### (e)                                  Termsdefined in or whose interpretation is provided for in the Senior FacilityAgreement shall have the same meaning when used in this Deed (whether before orafter the Senior Discharge Date) unless separately defined or interpreted inthis Deed.

### (f)                                    Indetermining whether or not an amount of Senior Debt, Hedging Debt or Note Debthas been irrevocably paid and discharged, the Senior Agent will disregardcontingent liabilities (such as the risk of clawback flowing from a preference)except to the extent that the Senior Agent believes that there is a

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### reasonable likelihood that those contingentliabilities will become actual liabilities.

### (g)                                 Itis intended by the Parties that this Deed take effect as a Deed notwithstandingthat a party only executes it under hand.

### (h)                                 Ifthere is any conflict between the terms of this Deed and any other FinanceDocument, the terms of this Deed shall prevail.

# **2.****                                      RANKING**

## **2.1****                               Rankingof Debt**

Unless expressly providedto the contrary in this Deed, the Debt shall rank in right and priority ofpayment in the following order:

**First**                                                                     the Senior Debt, the Hedging Debt and theNote Debt (*pari passu*, without any preferencebetween themselves);

**Second**                   theIntercompany Debt; and

**Third                     **the Junior Debt.

For the avoidance of doubt, any claims against theCompany under the Senior Subordinated Guarantee rank prior to the claims (ifany) against the Company in respect of Junior Debt.

## **2.2****                               Priorityof Security**

### (a)                                  Duringthe continuance of this Deed, the Security Documents, the Hedging SecurityDocuments and the Note Security Documents shall in all respects rank *pari passu* without preference for one over the other as ifeach has been created on the same date and at the same time enjoyed equalpriority.

### (b)                                 Theorder of priority set out at paragraph (a) of this Clause 2.2 shallapply notwithstanding:

#### (i)                             the order of registration,notice or execution of any of the Combined Security Documents;

#### (ii)                          the creation in favour of anySecured Party of any further additional security over the undertaking,properties or assets of the Obligors (or any of them) or any asset which issubject to a floating charge in any Combined Security Document becoming subjectto a security which is a fixed charge or a crystallised floating charge;

#### (iii)                       any fluctuation in the amountsfrom time to time owing to any of the Secured Parties; or

#### (iv)                      any contrary provision of theSenior Finance Documents, the Hedging Documents or the Note Documents.

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# **3.****                                      UNDERTAKINGS**

## **3.1****                               GeneralUndertakings**

Except as the Majority Senior Creditors havepreviously agreed in writing, or to the extent permitted by Clauses 7 (*Permitted Payments*) or 9.2 (*Procedure*) or 10 (*Enforcement*):

### (a)                                  noObligor 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 Subordinated Debt in cash or in kind;

### (b)                                 noSubordinated Creditor will demand or receive payment of, or any distribution inrespect of or on account of any Subordinated Debt in cash or kind or apply anymoney or property in or towards the discharge of any Subordinated Debt;

### (c)                                  noSubordinated Creditor or Obligor will discharge any Subordinated Debt by set-off,any right of combination of accounts or otherwise (save to the extent such set-offoccurs automatically by operation of law and not as a result of any action orelection by such Subordinated Creditor or Obligor and any amount so set-offis subject to Clause 8 (*Turnover*));

### (d)                                 noObligor 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 forany of the Subordinated Debt, and no Subordinated Creditor will allow to existor receive any Security Interest, for any of the Subordinated Debt (save ineither case to the extent that such Security Interest secures Intercompany Debt(other than any Intercompany Debt owed to the Parent or Smurfit Kappa Funding)and the benefit of any such Security Interest has been charged or assigned tothe Secured Creditors (or the Secured Parties if the relevant Obligor is theRestricted Borrower) under the Security Documents);

### (e)                                  noObligor 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 connectionwith the Subordinated Debt (save to the extent that such financial support isin respect of Intercompany Debt (other than any Intercompany Debt owed to theParent or Smurfit Kappa Funding) and the benefit of any such financial supporthas been assigned or charged to the Secured Creditors (or the Secured Partiesif the relevant Obligor is the Restricted Borrower) under the SecurityDocuments);

### (f)                                    noObligor or Subordinated Creditor will allow any of the Subordinated Debt to beevidenced by a negotiable instrument or subordinate any of the SubordinatedDebt to any other indebtedness save as provided for in this Deed;

### (g)                                 noObligor will initiate or support or take any steps with a view to anyinsolvency, liquidation, reorganisation, administration, examination ordissolution proceedings involving an Obligor (whether by petition, convening

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### a meeting, voting for a resolution orotherwise) otherwise than as part of a Permitted Reorganisation; and

### (h)                                 noObligor or Subordinated Creditor will take or omit to take any action wherebythe ranking and/or subordination of the Subordinated Debt provided for in thisDeed may be impaired.

## **3.2****                               Limitationon Sale of Smurfit Kappa Funding Loan Agreements**

Smurfit Kappa Funding will not sell or otherwisedispose of or encumber any Smurfit Kappa Funding Loan Agreement or enter intoany agreement that would have the same effect other than the encumbrancescreated by the Finance Documents.

# **4.****                                      AMENDMENTS**

## **4.1****                               Amendmentsto Securities Permitted Payments definition**

The Obligors and the Lenders agree not to amend thedefinition of “Securities Permitted Payments” in the Senior Facility Agreement(save to correct ambiguity or manifest error) without the written consent ofSmurfit Kappa Funding and the Bond Trustee if any amount is outstanding underthe Cash Pay Securities.

## **4.2****                               Changesto Hedging Documents**

Unless the MajoritySenior Creditors (acting reasonably) have agreed to the Amendment in writing,no Obligor or Hedging Bank will Amend the terms of any Hedging Document:

### (a)                                  savefor procedural or administrative changes which do not increase the amount orchange the currency payable by any Obligor under the original terms of anyHedging Document or alter the due date for any payment (except as provided inaccordance with the original terms of the Hedging Documents); or

### (b)                                 toresult in any Obligor becoming liable to make an additional payment (orincrease an existing payment) under any of the Hedging Documents or to imposean additional material obligation on any Obligor, which liability or obligationdoes not arise from the original terms of the Hedging Documents; or

### (c)                                  savefor any Amendment, termination or extension thereto as permitted by Clause23.13(b)(i) (*Treasury transactions*) of theSenior Facility Agreement.

## **4.3****                               Changesto Junior Loan Agreement**

Unless the Majority Senior Creditors have agreed tothe Amendment in writing, no Obligor or Junior Creditor will Amend the terms ofthe Junior Loan Agreement in a manner or to an extent such that the interestsof any of the Secured Parties or the ranking and/or subordination arrangementsprovided for in this Deed are reasonably likely to be materially and adverselyaffected.

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##  

## **4.4****                               Changesto Intercompany Documents**

### (a)                                  Thewritten consent of the Bond Trustee to the extent that any amount isoutstanding under the Cash Pay Securities, is required if the Company orSmurfit Kappa Funding wish to Amend any Smurfit Kappa Funding Loan Agreement,except to cure ambiguity or manifest error.

### (b)                                 Inaddition to the requirements in paragraph (a) above, unless the MajoritySenior Creditors have agreed to the Amendment in writing, no Obligor will Amendthe terms of:

#### (i)                             anySmurfit Kappa Funding Loan Agreement (except for Amendments which do not orcould not reasonably be expected to adversely affect the interests of theSenior Creditors or Hedging Banks in any material respect); or

#### (ii)                          anyother Intercompany Document in a manner or to an extent such that the interestsof any of the Senior Creditors or the ranking and/or subordination arrangementsprovided for in this Deed are reasonably likely to be materially and adverselyaffected.

## **4.5****                               Amendments**

### (a)                                  Exceptin so far that Clauses 4.1 to 4.4 apply, this Deed may be amended by theObligors and the Security Agent without the consent of the other parties, tocure defects, resolve ambiguities or reflect changes, in each case, of a minor,technical or administrative nature.

### (b)                                 Tothe extent that an amendment only affects the rights and obligations of one ormore parties or class of parties to this Deed, and could not reasonably beexpected to be adverse to the interests of other parties or a class of parties,only the parties affected by such amendment need to agree to theamendments.  The parties agree to makesuch amendments to this Deed as are reasonably requested by an incoming NotesTrustee to enter into this Deed, provided that such amendments do not adverselyaffect the rights and obligations of the Senior Finance Parties under this Deedin any material respect.

# **5.****                                      HEDGINGDEBT**

## **5.1****                               Accessionof Hedging Banks**

No person providing hedging facilities to any Obligorwill be entitled to share in any of the security constituted by the CombinedSecurity Documents in respect of any of the liabilities or debt arising undersuch hedging facilities or benefit from the undertakings of the Parties to thisDeed unless and until:

### (a)                                  suchperson and such facilities are specified in Schedule 4 (*Hedging Banks and Hedging Documents*); or

### (b)                                 suchperson has agreed to become a Hedging Bank by executing and delivering to theSecurity Agent a duly completed Deed of Accession.  Upon delivery of such a Deed of Accession tothe Security Agent such person will

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### acquire allits rights and assume all its obligations as a Hedging Bank under this Deed inrelation to such hedging facilities.

## **5.2****                               Undertakingsrelating to Hedging Debt**

Unless the Majority Senior Creditors have previouslyagreed in writing:

### (a)                                  noHedging Bank will demand (except to terminate or close out any hedgingtransaction as permitted under paragraph (b) below) or receive, and noObligor will pay or make any distribution in respect of, or on account of, anyof the Hedging Debt in cash or in kind, or apply any money or property in ortowards the payment or discharge of any Hedging Debt except:

#### (i)                             forscheduled payments arising under Hedging Documents; and/or

#### (ii)                          forthe proceeds of enforcement of the Combined Security Documents received andapplied in the order permitted by Clause 11 (*Proceeds of Enforcement*);

### (b)                                 noHedging Bank will exercise any right to terminate or close out any hedgingtransaction under the Hedging Documents prior to its stated maturity unlesseither:

#### (i)                             anObligor has not paid when due an amount of Hedging Debt and such defaultcontinues for more than twenty Business Days after the Hedging Bank has givenNotice of such default (and of the Hedging Bank’s intention to terminate) tothe Senior Agent; or

#### (ii)                          anEnforcement Event has occurred; or

#### (iii)                       anyliquidation, winding-up, dissolution or bankruptcy proceedings have beenformally commenced against the Obligor which is the counterparty under suchhedging transaction and have not been discharged within twenty Business Daysfrom the date of commencement,

provided that this shall not prevent the partial close-outof any hedging transaction where no payment (after netting-off anypayments from the Hedging Bank in respect of such close out) is required to bemade by any member of the Group and the requirements of sub-clause 23.13(a)(*Treasury transactions*) of theSenior Facility Agreement are complied with;

### (c)                                  noneof the Hedging Debt may be discharged by set-off, any right ofcombination of accounts or otherwise except to the extent such Hedging Debt ispermitted to be paid under paragraph (a) or the proviso toparagraph (b) above; and

### (d)                                 noObligor 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, orgive any financial support to any person, in each case for, in respect of or inconnection with, any of the Hedging Debt other than under the original terms

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### of the Hedging Documents or the CombinedSecurity Documents and in accordance with the priority and ranking specified inthis Deed.

## **5.3****                               TwoWay Payments**

Each Obligor and eachHedging Bank agrees that:

### (a)                                  theHedging Documents will provide for “two way payments” or, in connection withthe 1992 standard ISDA Agreements, payments under the “Second Method” in theevent of a termination of a hedging transaction whether upon a TerminationEvent or an Event of Default (each as defined in the relevant HedgingDocuments);

### (b)                                 onor following the occurrence of an Enforcement Event if a net amount falls due fromthat Hedging Bank to any Obligor, that amount shall be paid by such HedgingBank to the Security Agent and applied as set out in Clause 11.1 (*Order of Application*); and

### (c)                                  promptlyon the occurrence of an Enforcement Event each Hedging Bank will exercise anyrights it may have to terminate the hedging transactions under the HedgingDocuments.

## **5.4****                               HedgingDocuments**

Each Hedging Bank will provide to the Senior Agentcopies of all agreements and documents constituting or evidencing any hedgingfacilities provided to any Obligor.

## **5.5****                               ISDAForm**

### (a)                                  AllHedging Documents (other than the Hedging Security Documents) will be based on1992 or 2002 standard ISDA Agreements unless otherwise agreed by the SeniorAgent.

### (b)                                 Ifthis proves not to be the case, such amendments shall be made to the HedgingDocuments by the relevant Hedging Bank and Obligors as the Senior Agent (actingreasonably) considers are necessary, in order that this Deed may have the sameeffect in relation to the hedging transactions evidenced by such HedgingDocuments as it would have had such Hedging Documents been based on 1992 or2002 standard ISDA Agreements.

## **5.6****                               HedgingGuarantee**

Each Obligor confirms that the Hedging Banks areentitled to rely on the guarantee in Clause 19 (*Guarantee and Indemnity*) of the Senior Facility Agreementgranted by such Obligor (subject to any limitations therein or in any AccessionDeed by which such Obligor became party to the Senior Facility Agreement).

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# **6.****                                      WARRANTIESOF JUNIOR CREDITOR**

The Junior Creditor warrantsto each Secured Party that:

### (a)                                  itis duly incorporated (if a corporate person) or duly established (in any othercase) and validly existing under the laws of the place of its incorporation orformation;

### (b)                                 thisDeed is within its powers and has been duly authorised and executed by it;

### (c)                                  theFinance Documents to which it is a party copied to the Senior Agent at orbefore the First Drawdown Date (as Amended as permitted by Clause 4 (*Amendments*)) contain all the terms andconditions of the Subordinated Debt owed to it;

### (d)                                 itis the sole beneficial owner of the Subordinated Debt owed to it; and

### (e)                                  subjectto the Reservations, this Deed constitutes its legal, valid and bindingobligations, enforceable against it in accordance with its terms and does notconflict with any law or regulation binding on it or with its constitutionaldocuments.

# **7.****                                      PERMITTEDPAYMENTS**

## **7.1****                               IntercompanyDebt Payments**

Subject to Clause 8 (*Turnover*), any Obligor shall be entitled to pay in cash orby payment in kind any Intercompany Debt owed by it to another Obligor(including interest under any Smurfit Kappa Funding Loan Agreement bycapitalising an amount of interest or issuing further debt instruments underand in the manner and at the times provided for in any Smurfit Kappa FundingLoan Agreement) *provided that*:

### (a)                                  (unlessthe Senior Agent acting on the instructions of the Majority Senior Creditorsotherwise consents in writing) no payment of Intercompany Debt (other thanunder any Smurfit Kappa Funding Loan Agreement or any other Intercompany Debtowed to Smurfit Kappa Funding or the Parent) may be made if the Senior Agenthas given any notice or taken any action under Clauses 24.17 (*Acceleration*) or 24.18 (*Acceleration for Certain Funds Credits*) ofthe Senior Facility Agreement (or any equivalent provision in any amendment orrefinancing of the Senior Facility Agreement); and

### (b)                                 nopayment of principal, interest, fees or other amounts constituting IntercompanyDebt owed to Smurfit Kappa Funding or the Parent (including under any SmurfitKappa Funding Loan Agreement) shall be made, except for the payment of(A) interest (whether in cash or kind); (B) amounts equal to anyadditional amounts payable under applicable gross-up provisions of theCash Pay Securities; (C) amounts equal to default interest or liquidateddamages payments under the Cash Pay Securities; (D) an amount equal to theamount of payments due under any registration right agreement relating to theCash Pay Securities; (E) an amount equal to the amount of the US registrationcosts and legal fees incurred in connection with the issue of the Cash Pay

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### Securities;(F) an amount equal to any other payments, but not exceeding €500,000 inany twelve month period, in each case referred to in (A), (B), (C), (D) or (E)above under and to the extent provided for in any Smurfit Kappa Funding LoanAgreement to the extent necessary to enable Smurfit Kappa Funding to makeSecurities Permitted Payments; (G) any amount to the extent necessary to enableSmurfit Kappa Funding to make Securities Repayments; (H) any amount to theextent necessary in connection with the application of the IPO Proceeds of theApproved IPO in accordance with Clause 11.3(c) (*IPO*)of the Senior Facility Agreement; and (I) repayment of principal on thePayment Date under (and as defined in) any Smurfit Kappa Funding Loan Agreement*provided that*, except with theprior consent in writing of the Senior Agent (acting on the instructions of theMajority Senior Creditors), the Company may not on any date make any suchpayments under (A) to (I) inclusive above if:

#### (i)                             any of the Senior Debt (orin the case of non-payment of any amounts not constituting principal,interest or fees, Senior Debt in excess of €50,000 (when aggregated with allother amounts unpaid)) due on or prior to such date is unpaid on such date; or

#### (ii)                          following the occurrence ofan Event of Default (other than of the type specified in paragraph (i)above), the Senior Agent (acting on the instructions of the Majority SeniorCreditors) serves a written notice (a “**BlockNotice**”) on Smurfit Kappa Funding and the Company specifying suchEvent of Default, until the earliest date on which:

##### (A)                              paragraph (i)does not apply; and

##### (B)                                oneof the following applies;

###### (I)                                    179days have elapsed since the service of such Block Notice, or if earlier, wherea Standstill Period (as defined in Clause 10 (*Enforcement*)) is in effect at any time during that 179 dayperiod, the date on which that Standstill Period expires; or

###### (II)                                theSenior Agent (acting on the instructions of the Majority Senior Creditors) hasconfirmed in writing to Smurfit Kappa Funding and the Company that the relevantEvent of Default has been cured or waived by the Majority Senior Creditors inwriting or has ceased to exist; or

###### (III)                            theSenior Agent (acting on the instructions of the Majority Senior Creditors) bynotice in writing to the Smurfit Kappa Funding and the Company cancels theBlock Notice; or

###### (IV)                            theSenior Discharge Date occurs.

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Unless otherwise agreedby the Bond Trustee:

(a)                                  no more than one Block Notice may beserved with respect to the same particular event or circumstances whether inrelation to the same Event of Default or not, but without prejudice to theability of the Senior Agent to issue a Block Notice in respect of any otherparticular event or set of circumstances;

(b)                                 a Block Notice may not be issued lessthan 360 days after the service of a prior Block Notice and then only to theextent that all scheduled payments with respect to the Smurfit Kappa FundingLoan that have come due have been paid in full in accordance with the terms ofthe relevant Smurfit Kappa Funding Loan Agreement;

(c)                                  no Event of Default that existed at thedate 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 180consecutive days since the date of issue of the prior Block Notice (it beingacknowledged that any subsequent action or breach of any financial covenant fora period ending after the date of delivery of such initial Block Notice thatwould give rise to an Event of Default under any provision under which an Eventof Default previously existed or was continuing shall constitute a new Event ofDefault for this purpose).

## **7.2****                               Dividends,loans and other payments**

Any dividends, loans and other payments permitted tobe made under Clauses 23.14 (*Loans out*),23.15 (*Share capital*) and 23.16 (*Dividends*) of the Senior Facility Agreement may be made,including for the avoidance of doubt, by way of payments in respect ofIntercompany Debt.

# **8.****                                      TURNOVER**

### (a)                                  Ifany Hedging Bank or any Subordinated Creditor receives or recovers a payment ordistribution in cash or in kind (including by way of set-off orcombination of accounts):

#### (i)                             of,or on account of, any of the Hedging Debt which is prohibited byClause 5.2 (*Undertakings relating toHedging Debt*);

#### (ii)                          of,or on account of, any of the Subordinated Debt which is not permitted byClause 7 (*Permitted Payments*);or

#### (iii)                       from(or on behalf of) any Obligor or any other member of the Group on account ofthe purchase, defeasance, redemption or acquisition of any Subordinated Debtotherwise than to the extent permitted by Clause 7 (*Permitted Payments*),

(each such payment ordistribution being a “**Turnover Receipt**”)the receiving or recovering Hedging Bank or Subordinated Creditor (as the casemay be) will promptly notify the Security Agent, will pending payment to theSecurity Agent hold such Turnover Receipt on trust for the Security Agent andthe Secured Parties and will on demand pay to the Security Agent forapplication

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as provided inClause 11 (*Proceeds of Enforcement*)an amount determined by the Security Agent to be equal to the lesser of:

##### (A)                              theoutstanding balance of the Senior Debt, the Hedging Debt and Note Debt; and

##### (B)                                theamount of such Turnover Receipt,

less the third party costs and expenses (if any)reasonably incurred by the Hedging Bank or Subordinated Creditor concerned inreceiving or recovering such Turnover Receipt.

### (b)                                 EachObligor shall indemnify each Hedging Bank and Subordinated Creditor upon demand(to the extent of its liability for the Hedging Debt or Subordinated Debt) forthe amount of any Turnover Receipt paid by it to the Security Agent and suchthird party costs and expenses incurred by it, and the Hedging Debt or theSubordinated Debt (as appropriate) will not be deemed to have been reduced ordischarged in any way or to any extent by the receipt or recovery of therelevant Turnover Receipt.  Any claim orright of indemnity under this paragraph shall constitute Hedging Debt (if ownedto a Hedging Bank) or otherwise Subordinated Debt.

### (c)                                  Ifthe Bond Trustee receives or recovers a payment or distribution in cash or inkind (including by way of set-off or combination of accounts):

#### (i)                             underor on account of the Senior Subordinated Guarantee; or

#### (ii)                          from(or on behalf of) any Obligor or other member of the Group (other than SmurfitKappa Funding or the Parent) on account of the Senior Subordinated GuaranteeDebt or the purchase, redemption or acquisition of any Smurfit Kappa FundingDebt,

(each such payment or distribution being a “**Guarantee Turnover Receipt**”) the receiving or recoveringBond Trustee will promptly notify the Security Agent, will pending payment tothe Security Agent hold such Guarantee Turnover Receipt on trust for theSecurity Agent and the Secured Parties and will on demand pay to the SecurityAgent for application as provided in Clause 11 (*Proceeds of Enforcement*) an amount equal to the lesser of:

##### (A)                              theoutstanding balances of the Senior Debt, the Hedging Debt and the Note Debt;and

##### (B)                                theamount of the Guarantee Turnover Receipt,

less the third party costs and expenses (if any)reasonably incurred by the Bond Trustee in receiving or recovering theGuarantee Turnover Receipt.

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# **9.****                                      SUBORDINATIONON INSOLVENCY**

## **9.1****                               Insolvency**

### (a)                                  Ifany of the following occur in respect of an Obligor (unless it is pursuant to aPermitted Re-organisation of such Obligor):

#### (i)                             anystep is taken with a view to a composition, assignment or similar arrangementwith any of its creditors;

#### (ii)                          ameeting is convened for the purpose of considering any resolution for (or topetition for) its winding-up, administration, examination or dissolutionor any such resolution is passed;

#### (iii)                       anyperson presents a petition for its winding-up, administration,examination or dissolution, unless it is being contested in good faith and withdue diligence and is discharged or struck out within twenty Business Days;

#### (iv)                      anorder for its winding-up, administration, examination or dissolution ismade;

#### (v)                         anyliquidator, trustee in bankruptcy, judicial custodian, compulsory manager,receiver, administrative receiver, examiner, administrator or similar officeris appointed in respect of it;

#### (vi)                      itsdirectors or other officers request the appointment of a liquidator, trustee inbankruptcy, judicial custodian, compulsory manager, examiner, receiver,administrative receiver, administrator or similar officer; or

#### (vii)                   anyother analogous step or procedure is taken in any jurisdiction,

the Subordinated Debt will be subordinate in right of paymentto the Senior Debt, the Hedging Debt and the Note Debt, and the Secured Partiesshall be entitled to receive payment in full of all of the Senior Debt, HedgingDebt and Note Debt before the Subordinated Creditors shall be entitled to anypayment of the Subordinated Debt.

In particular, in relation to any Obligor incorporatedunder the laws of Spain, without prejudice to the above, each of theSubordinated Creditors expressly accepts and acknowledges that any of itsclaims against such Obligor in respect of the Subordinated Debt shall be deemedas subordinated claims in accordance with article 92.2 of the SpanishInsolvency Act (*Ley 22/2003 Concursal*).

### (b)                                 Ifany of the following occur in respect of the Company:

#### (i)                             anystep is taken with a view to a composition, assignment or similar arrangementwith any of its creditors;

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#### (ii)                          ameeting is convened for the purpose of considering any resolution for (or topetition for) its winding-up, administration, examination or dissolutionor any such resolution is passed;

#### (iii)                       anyperson presents a petition for its winding-up, administration,examination or dissolution, unless it is being contested in good faith and withdue diligence and is discharged or struck out within twenty Business Days;

#### (iv)                      anorder for its winding-up, administration, examination or dissolution ismade;

#### (v)                         anyliquidator, trustee in bankruptcy, judicial custodian, compulsory manager,receiver, administrative receiver, examiner, administrator or similar officeris appointed in respect of it;

#### (vi)                      itsdirectors or other officers request the appointment of a liquidator, trustee inbankruptcy, judicial custodian, compulsory manager, examiner, receiver,administrative receiver, administrator or similar officer; or

#### (vii)                   anyother analogous step or procedure is taken in any jurisdiction,

the Senior Subordinated Guarantee Debt will besubordinate in right of payment to the Senior Debt, the Hedging Debt and theNote Debt, and the Secured Parties shall be entitled to receive payment in fullof all of the Senior Debt, Hedging Debt and Note Debt before the Bond Trusteeshall be entitled to any payment of the Senior Subordinated Guarantee Debt.

## **9.2****                               Procedure**

If any of the events referred to in Clause 9.1above occurs and this clause applies:

### (a)                                  theSecurity Agent may, and is irrevocably authorised on behalf of the SubordinatedCreditors and the Bond Trustee (on behalf of the Securities Creditors), as thecase may be to:

#### (i)                             demand, claim, enforce andprove for the Subordinated Debt or the Senior Subordinated Guarantee Debt;

#### (ii)                          file claims and proofs, givereceipts and take any proceedings in respect of the Subordinated Debt or theSenior Subordinated Guarantee Debt which the Security Agent reasonablyconsiders to be necessary or desirable to recover any Subordinated Debt orSenior Subordinated Guarantee Debt;

#### (iii)                       do anything which the SecurityAgent reasonably considers to be necessary or desirable to recover theSubordinated Debt or Senior Subordinated Guarantee Debt; and

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#### (iv)                      receive all distributions on theSubordinated Debt or the Senior Subordinated Guarantee Debt for applicationagainst the Senior Debt, the Hedging Debt and the Note Debt;

### (b)                                 ifand to the extent that the Security Agent is not entitled to do anythingmentioned in paragraph (a) above, each Subordinated Creditor or the BondTrustee must do so promptly as and when requested by the Security Agent fromtime to time;

### (c)                                  eachSubordinated Creditor or the Bond Trustee must:

#### (i)                             holdall payments and distributions in cash or in kind subsequently received orreceivable by such Subordinated Creditor or the Bond Trustee in respect of theSubordinated Debt or the Senior Subordinated Guarantee Debt from an Obligor orfrom any other source on trust for the Senior Creditors, the Hedging Banks anthe Note Creditors; and

#### (ii)                          payand transfer them to the Security Agent for application against the SeniorDebt, Hedging Debt and the Note Debt;

### (d)                                 thetrustee in bankruptcy, liquidator, assignee or other person distributing theassets of an Obligor or their proceeds is directed to pay all payments anddistributions on the Subordinated Debt or Senior Subordinated Guarantee Debtdirect to the Security Agent; and

### (e)                                  theSubordinated Creditors or Bond Trustee must give any notice and do anythingwhich the Security Agent may reasonably require to give effect to this sub-clause.

## **9.3****                               Distributions**

### (a)                                  EachSubordinated Creditor or Bond Trustee will, upon demand by the Security Agent,pay an amount equal to the amount of all payments or distributions of or in respectof any Subordinated Debt or Senior Subordinated Guarantee Debt in cash or inkind received by or on behalf of it from any Obligor (or any liquidator,administrator, receiver or similar official of such Obligor or its assets) onor after the occurrence of any of the events or circumstances referred to inClause 9.1 to the Security Agent for application in accordance withClause 11 (*Proceeds of Enforcement*).  Pending such application the Security Agentwill hold such payment on trust for the beneficiaries entitled thereto(according to the ranking of entitlements set out in Clause 11 (*Proceeds of Enforcement*)).

### (b)                                 Thetrustee in bankruptcy, liquidator, administrator, receiver or other persondistributing the assets of an Obligor or their proceeds shall be directed topay distributions on the Subordinated Debt or Senior Subordinated GuaranteeDebt, direct to the Security Agent until the Senior Debt, the Hedging Debt andthe Note Debt have been paid in full.

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### (c)                                  TheSubordinated Creditors and the Bond Trustee will give all such notices and doall such things as the Security Agent may reasonably request to give effect tothis Clause 9.3.

# **10.****                               ENFORCEMENT**

### (a)                                  Exceptas the Majority Senior Creditors have previously agreed in writing, and subjectto paragraph (b), the Subordinated Creditors must not:

#### (i)                             accelerateor make demand for any of the Subordinated Debt or declare any of theSubordinated Debt prematurely payable (provided that the Intercompany Creditorsmay request payment of any amount of Intercompany Debt (not being under anySmurfit Kappa Funding Loan Agreement) then due but not otherwise accelerate ormake demand or take any other enforcement action in respect of any IntercompanyDebt);

#### (ii)                          enforcethe Subordinated Debt by attachment, set-off, execution or otherwise(save to the extent such set-off occurs automatically by operation of lawand not as a result of any action or election by such Subordinated Creditor orObligor and any amount so set-off is subject to Clause 8 (*Turnover*));

#### (iii)                       initiateor support or take any steps with a view to:

##### (A)                              anyinsolvency, liquidation, reorganisation, administration, examination ordissolution proceedings; or

##### (B)                                anyvoluntary arrangement or assignment for the benefit of creditors; or

##### (C)                                anysimilar proceedings,

involving an Obligor, whether by petition, convening ameeting, voting for a resolution or otherwise (provided that this shall notprevent an Obligor from taking any of these actions as part of a Permitted Re-organisation);or

#### (iv)                      sue,or bring or support any legal proceedings, or otherwise exercise any remedy forthe recovery of the Subordinated Debt.

### (b)                                 SmurfitKappa Funding may take any of the actions (“**EnforcementAction**”) prohibited in paragraph (a) above in relation toIntercompany Debt under any Smurfit Kappa Funding Loan Agreement:

#### (i)                             ifany Senior Debt has been declared to be due and payable or due and payable ondemand (and demand has been made) under Clause 24.17 (*Acceleration*)or Clause 24.18 (*Acceleration for Certain Funds Credits*) of theSenior Facility Agreement; or

#### (ii)                          ifany of the events referred to in Clause 9.1(a)(iv) or (v) (or anyanalogous steps or procedures in any applicable jurisdiction having

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#### validjurisdiction over the Company) occur in relation to the Company; or

#### (iii)                       ifSmurfit Kappa Funding or the Bond Trustee has given notice in writing (an “**Enforcement Notice**”) to the Senior Agentspecifying that a Smurfit Kappa Funding Debt Non-Payment Event hasoccurred and 179 days has elapsed from the date the Senior Agent received suchEnforcement Notice (the “**Standstill Period**”)and at the end of the Standstill Period the Smurfit Kappa Funding Debt Non-PaymentEvent is continuing unremedied and unwaived (provided that Enforcement Actionshall only be permitted under this sub-paragraph (iii) in an amountup to the amount of Smurfit Kappa Funding Debt that is the subject of suchSmurfit Kappa Funding Debt Non-Payment Event and only to the extent itremains unremedied or unwaived),

*provided that*in each case any amounts received as aresult of action permitted to be taken under this clause shall be subject toClause 8 (*Turnover*).

### (c)                                  Withoutprejudice to paragraph (b) above, if payment of the principal amount ofthe Cash Pay Securities is accelerated, no payment of the principal amountoutstanding under any Smurfit Kappa Funding Loan Agreement may be made untilfive Business Days after Smurfit Kappa Funding or the Bond Trustee, as the casemay be, has given notice to the Senior Agent. Thereafter the Company may if otherwise permitted by the terms of thisDeed (and subject to Clause 8 (*Turnover*))make such principal payments at the times referred to in any Smurfit KappaFunding Loan Agreement.

### (d)                                 Exceptas the Majority Senior Creditors have previously agreed in writing the BondTrustee (on behalf of itself and any of the Securities Creditors) must not:

#### (i)                             enforcethe Senior Subordinated Guarantee Debt by attachment, set-off, executionor otherwise;

#### (ii)                          inrespect of or in relation to any claim or liability arising under or in connectionwith the Senior Subordinated Guarantee, initiate or support or take any stepswith a view to:

##### (A)                              anyinsolvency, liquidation, reorganisation, administration, examination ordissolution proceedings involving the Company; or

##### (B)                                anyvoluntary arrangement or assignment for the benefits of creditors involving theCompany; or

##### (C)                                anysimilar proceedings in any jurisdiction involving the Company, whether bypetition, convening a meeting, voting for a resolution or otherwise; or

#### (iii)                       sue,bring or support any legal proceedings, or otherwise exercise any remedyagainst the Company for the recovery of the Senior Subordinated Guarantee Debt,

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unless any amount is then due and payable under theSenior Subordinated Guarantee.

# **11.****                               PROCEEDSOF ENFORCEMENT**

## **11.1****                        Order ofApplication**

### (a)                                  Subjectto the rights of any creditor with prior security or preferential claims, theproceeds of enforcement of the security conferred by the Combined SecurityDocuments shall be paid to the Security Agent. Those proceeds and all other amounts paid to the Security Agent underthis Deed shall, subject to the provisions of Clauses 11.4 (*Control of Collateral Account*) and 11.5 (*Application of Moneys Distributable to the Note Trustee*), beapplied in the following order:

**First**                                                                     in payment of all costs, expenses andliabilities (and all interest thereon as provided in the Senior FinanceDocuments) reasonably incurred by or on behalf of the Security Agent and anyreceiver, attorney or agent in connection with carrying out its duties andexercising its powers and discretions under the Combined Security Documents orthis Deed and the remuneration of the Security Agent and every receiver underthe Combined Security Documents and all amounts payable under Clause 25.9(a) (*Indemnity to Security Agent*);

**Second**                                                         in payment of all costs and expensesreasonably incurred by or on behalf of any Secured Party in connection withsuch enforcement;

**Third**                                                                 in payment to the Senior Agent forapplication towards the unpaid balance of the Senior Secured Debt and the HedgingDebt and in payment to the Note Trustee for application towards the unpaidbalance of the 2025 Obligations, equally, rateably and *pari passu*between themselves providedthat only the proceeds of enforcement of the Security Documents relating to theRestricted Debt will be applied towards the unpaid balance of the RestrictedDebt; and provided further that all payments made to the Note Trustee to theextent reasonably possible shall be made in U.S. Dollars with any non-U.S.Dollars amounts being converted to U.S. Dollars by the Security Agent, at theExchange Rate, with the cost of such conversion being netted against paymentsmade to the Note Trustee;

**Fourth**                                                           the payment of the surplus (if any) tothe Obligor concerned or other person entitled thereto.

### (b)                                 Nosuch proceeds or amounts shall be applied in payment of any amounts specifiedin any of the sub-paragraphs in paragraph (a) above until allamounts specified in any earlier sub-paragraph have been paid in full.

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### (c)                                  Anacknowledgement of receipt signed by the relevant person to whom payments areto be made under paragraph (a) above shall be a good discharge of the SecurityAgent.

### (d)                                 Theterm “unpaid” as used in paragraph (a) above refers, with respect to therelevant Obligor or Obligors, to all amounts of the relevant Senior Debt,Hedging Debt and 2025 Obligations (other than contingent indemnification andother contingent obligations as to which the applicable grantor has notreceived a notice of claim) outstanding as of a Distribution Date (providedthat for the purpose of this provision, the amount of the Senior Debt thenoutstanding shall include the undrawn face amount of, and any unreimburseddrawings under, any Documentary Credit), to the extent that prior distributionshave not been made in respect thereof.

### (e)                                  TheSecurity Agent shall make all payments and distributions under thisClause 11.1: (i) on account of Senior Debt and Hedging Debt to theSenior Agent, for redistribution to the Senior Secured Creditors as providedfor in the Senior Facility Agreement, and the Hedging Banks as provided in theHedging Documents and, in each case, this Deed; and (ii) on account of the2025 Obligations (subject to Clause 11.4 (*Applicationof Moneys Distributable to the Note Trustee*)) to the Note Trustee, pursuantto directions of the Note Trustee, for redistribution to the holders of theapplicable 2025 Obligations.

## **11.2****                        TheCollateral Account**

At such time as the Security Agent deems appropriate,there shall be established and, at all times thereafter until this Deed shallhave terminated, there shall be maintained with the Security Agent in London aninterest bearing account which shall be entitled the “Smurfit Kappa CollateralAccount” (the “**Collateral Account**”).  All moneys which are received by the SecurityAgent or any agent or nominee of the Security Agent on an enforcement of anysecurity conferred by the Combined Security Documents, whether in connectionwith the exercise of the remedies provided in this Deed or any CombinedSecurity Document, shall be deposited in the Collateral Account and held by theSecurity Agent as trustee and agent for the Secured Parties and applied inaccordance with the terms of this Deed. All interest and income received thereon shall be held in the CollateralAccount.  The Security Agent shallmaintain such sub-accounts and records with respect to the CollateralAccount as will permit the segregation and allocation of proceeds of Collateralin accordance with this Clause 11 (*Proceedsof Enforcement*).  In the eventthat an amount is received by the Security Agent or any agent or nominee of theSecurity Agent on an enforcement of any security conferred by the CombinedSecurity Documents and such amount is denominated in any currency other thaneuro, the Security Agent shall convert such amount into an amount of euro on orprior to the Distribution Date for such amount based upon the relevant ExchangeRate in effect on the date of such conversion.

## **11.3****                        Control ofCollateral Account**

All right, title and interest in and to the CollateralAccount shall vest in the Security Agent, and funds on deposit in theCollateral Account shall be held by the Security Agent as trustee and agent forthe Secured Parties.  The CollateralAccount shall be subject to the exclusive operation and control of the SecurityAgent.

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##  

**11.4**                        Applicationof Moneys Distributable to the Note Trustee

If at any time any moneys collected or received by theSecurity Agent pursuant to this Deed are distributable pursuant toClause 11.1 (*Order of Application*)to the Note Trustee, and if the Note Trustee shall notify the Security Agent inwriting that no provision is made under the 2025 Indenture for the applicationby such Note Trustee of such moneys (whether because the obligations issuedunder the 2025 Indenture have not become due and payable or otherwise) and the2025 Indenture does not effectively provide for the receipt and the holding bythe Note Trustee of such moneys pending the application thereof, then theSecurity Agent, after receipt of such notification, may, at the option of theNote Trustee, pay such moneys over to the applicable Obligor, or hold suchamounts in the Collateral Account, and (unless paid to the applicable Obligor)shall hold all such amounts so distributable and all investments thereof (whichinvestments shall be made at the direction of the Note Trustee) and the netproceeds thereof in trust solely for the Note Trustee (in its capacity astrustee) and for no other purpose until such time as the Note Trustee shallrequest in writing the delivery thereof by the Security Agent for applicationpursuant to the 2025 Indenture.  If noinstruction is received from the Note Trustee, the Security Agent may (butshall not be obligated to) pay such money to the applicable Obligor.  Notwithstanding the foregoing, if, at anytime, all the Senior Debt, the Hedging Debt and the 2025 Obligations in respectof which any moneys (and proceeds thereof) are held in trust by the SecurityAgent pursuant to this Clause 11.4 cease to be outstanding for any reason,then such moneys will be applied by the Security Agent in accordance withClause 11.1(a) (*Order of Application*).  The Security Agent shall not be responsiblefor any diminution in funds resulting from investments made at the direction ofthe Note Trustee or from holding such moneys uninvested.

**11.5**                        SecurityAgent’s Calculations

For the purposes of making the allocations required byClause 11.1 (*Order of Application*) withrespect to any amount that is denominated in any currency other than euros, orin the case of payments to be paid to the Note Trustee in accordance withparagraph THIRD of Clause 11.1, U.S. Dollars, the Security Agentshall, on or prior to the applicable Distribution Date, convert such amountinto an amount of euros, or in the case of payments to be paid to the NoteTrustee in accordance with paragraph THIRD of Clause 11.1,U.S. Dollars, based upon the relevant Exchange Rate as of a recent datespecified by the Security Agent in its reasonable discretion.

**11.6**                        GoodDischarge

An acknowledgment of receipt signed by the relevantperson to whom payments are to be made under Clause 11.1 (*Order ofApplication*) shall be good discharge of the Security Agent.

**12.**                               ENFORCEMENTOF SECURITY

**12.1**                        EnforcementInstructions

(a)                                  Subjectto Clause 12.2(b) (*Enforcement of HedgingSecurity Documents*) the Security Agent may refrain from enforcingthe security conferred by the

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Security Documents andNote Security Documents unless and until instructed by an EnforcementInstructing Group.

(b)                                 Subjectto such security having become enforceable, an Enforcement Instructing Groupmay give or refrain from giving instructions to the Security Agent to enforceor refrain from enforcing the security conferred by the Security Documents andthe Note Security Documents as they see fit.

(c)                                  Noneof the Secured Parties shall have any independent right to enforce any of theSecurity Documents or Note Security Documents or to instruct or require theSecurity Agent to enforce any of the Security Documents or Note SecurityDocuments or give any notice, withdraw any consent or take any other actionunder any of the Security Documents or Note Security Documents or crystallizeany floating charge, except as part of an Enforcement Instructing Group (or inthe case of the Hedging Banks save as provided for in Clause 12.2 (*Enforcement of Hedging Security Documents*)below).

(d)                                 Anyinstructions given to the Security Agent by an Enforcement Instructing Group(and which are within the powers of an Enforcement Instructing Group) willoverride any conflicting instructions given by any other party.  The Security Agent will be fully protected incomplying with the instructions of an Enforcement Instructing Group.

(e)                                  Anysuch instructions by an Enforcement Instructing Group (and which are within thepowers of an Enforcement Instructing Group) shall be binding on all the SecuredParties.

(f)                                    Forthe purpose of calculating an Enforcement Instructing Group or determiningwhether or not an instruction has been given under this Deed by an EnforcementInstructing Group the Security Agent may rely:

(i)                                     Ona certificate from the Senior Agent as to the share in the Senior Secured Debtof any Senior Creditors voting in favour of any particular instruction orrequest and as to the amount of the outstanding Senior Secured Debt; and

(ii)                                  Ona certificate from a Hedging Bank as to the amount of outstanding Hedging Debt(calculated in accordance with Schedule 6 (*Calculation of HedgingDebt*)) held by such Hedging Bank and whether such Hedging Bank isvoting in favour of any particular instruction or request.

The Security Agent shall not incur any liability inrelying on any such certificate or certificates.

(g)                                 TheSecurity Agent shall enforce the security conferred by the Security Documentsand the Note Security Documents in such manner (if then enforceable) as anEnforcement Instructing Group shall instruct or, in the absence of suchinstructions, as it sees fit.

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(h)                                 NoSecured Party shall be responsible to any Obligor for the Security Agent’sfailure to enforce any security over the Collateral (except to the extentarising from such person’s gross negligence or wilful default) and the SecurityAgent may cease any such enforcement at any time.

**12.2**                        Enforcementof Hedging Security Documents

(a)                                  EachHedging Bank hereby unconditionally agrees with each of the other SecuredParties that notwithstanding the terms of the Hedging Documents, it shall not,save as provided for in sub-paragraph (b) of this Clause 12.2,be entitled to take any steps for the purpose of appointing a receiver underany of the Hedging Security Documents or otherwise take possession of any ofthe properties or assets charged by the Hedging Security Documents or issue anylegal proceedings to enforce them or any of them without the prior writtenconsent of the Security Agent acting on the instructions of the Majority SeniorCreditors.

(b)                                 Eachof the Secured Parties hereby agrees that on the Appointment Date and at anytime while the appointment of an examiner to any Obligor continues the HedgingBanks may give or refrain from giving instructions to the Security Agent toenforce or refrain from enforcing the security constituted by the HedgingSecurity Documents provided that all proceeds of any enforcement of thesecurity constituted by the Hedging Security Documents shall be paid to the SecurityAgent and held by it for distribution in accordance with Clause 11.1 (*Order of Application*).

(c)                                  Witheffect from the Appointment Date, each Hedging Bank shall comply with anydirections of the Security Agent (acting on the instructions of an EnforcementInstructing Group) involving voting for or against or accepting or rejecting:

(i)                                     anyscheme of arrangement in relation to an Obligor; or

(ii)                                  anyrescheduling, refinancing, reorganisation or stand-still agreement inrespect of any Obligor.

**12.3**                        Sales bySecurity Agent

If:

(a)                                  onan enforcement of any of the Combined Security Documents, the Security Agent(or any receiver) sells or otherwise disposes of any asset; or

(b)                                 anObligor sells or otherwise disposes of an asset at the request of an EnforcementInstructing Group after an Event of Default has occurred which is continuing,

in each case inaccordance with the terms of this Deed, the Security Agent may execute onbehalf of each Secured Party and each Obligor without the need for any furtherreferral to or authority from such Secured Party or Obligor,

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(i)                                     anyrelease of the security created by the Combined Security Documents over thatasset; and

(ii)                                  ifsuch asset comprises shares in the capital of any Obligor (or any HoldingCompany of it), a release of such Obligor from all present and futureliabilities (both actual and contingent and including, without limitation, anyliability to any other Obligor under the Senior Finance Documents or theHedging Documents by way of contribution or indemnity) in its capacity as anObligor under the Senior Finance Documents or the Hedging Documents and arelease of any Security Interest granted by such Obligor over any of its assetsunder the Combined Security Documents,

PROVIDED THAT thenet cash proceeds of sale or disposal are applied in payment of Debt in theorder set out in Clause 11 (*Proceeds of Enforcement*).

Each Secured Partywill execute such releases as the Security Agent may reasonably require to giveeffect to this Clause 12.3.  No suchrelease will affect the obligations and liabilities of any other Obligor underthe Finance Documents.

**12.4**                        Release ofSenior Subordinated Guarantee

If:

(a)                                  pursuantto an enforcement of any of the Combined Security Documents, the Security Agent(or any receiver or equivalent appointed on behalf of the Secured Parties)sells or otherwise disposes of the shares of the Company; or

(b)                                 theshares of the Company are sold or disposed of at the request of the SecurityAgent on the instructions or with the consent of an Enforcement InstructingGroup after an event of default under (and as defined in) any of the SeniorFinance Documents, Hedging Documents or Note Documents has occurred,

the Bond Trusteeshall, at the written request of the Security Agent, promptly without the needfor any further referral to or authority from the Securities Creditors,unconditionally release the Senior Subordinated Guarantee (and the Company’sobligations thereunder) and the Bond Trustee undertakes to execute suchreleases or other documents as may be necessary to give effect to the abovementioned release, provided that any such release of the obligations andliabilities of the Company under the Senior Subordinated Guarantee will notresult in a release of the obligations and liabilities of Smurfit Kappa Fundingto the Securities Creditors.

**12.5**                        Release ofSecurity

(a)                                  If:(i) on an enforcement of any of the Security Documents or Note SecurityDocuments, the Security Agent (or any receiver) sells or otherwise disposes ofany asset or shares; or (ii) an Obligor sells or otherwise disposes of anasset or shares at the request of an Enforcement Instructing Group after anevent of default under (and as defined in) any of the Senior Finance Documents,Hedging Documents or Note Documents has occurred which is continuing,

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then the Security Agentmay execute on behalf of each Secured Party and each Obligor, without the needfor any further referral to or authority from such Secured Party or Obligor,any release of the security created by the Security Documents or Note SecurityDocuments over that asset or shares, provided that the net proceeds of the saleor disposal are applied in payment of Obligations in the order set out inClause 11.1 (*Order of Application*).

(b)                                 Ifa disposal to a person or persons outside the Group of assets or shares ownedby any Obligor over which security has been created by the Security Documentsis permitted by the terms of Clause 23.6 (*Disposals*) orClause 23.38 (*Permitted Receivables Securitisations*)of the Senior Facility Agreement and will not result directly in any breach ofthe terms of the Senior Facility Agreement (including, for the avoidance ofdoubt, Clause 31.7(b) of the Senior Facility Agreement), the Security Agentshall, on the completion of the disposal, release (at the expense of therelevant Obligor) from the Security Documents and Note Security Documents theassets or shares which are subject to that disposal and (where the disposal issuch that an Obligor ceases to be a member of the Group) the assets of or sharesowned by that entity.

(c)                                  TheSecurity Agent shall (at the reasonable request and at the expense of theCompany) following a release of security under Clause 12.5(a) or (b) aboveprovide confirmation of the release of any asset or shares from the securityunder the Security Documents and Note Security Documents or (where relevant)confirmation of non-crystallization of a floating charge, suchconfirmation to be in such form as the Security Agent may determine.  Each Secured Party will execute such releasesas the Security Agent may reasonably require to give effect to thisClause 12.5, any such release given by the Note Trustee to be withoutrecourse or warranty.  No such releasewill affect the obligations and liabilities of any other Obligor under the SeniorFinance Documents, Hedging Documents or Note Documents.

**12.6**                        Right toInitiate Judicial Proceedings

The Security Agent (a) shall have the right andpower to institute and maintain such actions, suits and proceedings (each a “**suit**”) as it may deem appropriate toprotect and enforce the rights vested in it by this Deed and each SecurityDocument and each Note Security Document and (b) may, either after entry,or without entry, proceed by suit or suits at law or in equity to enforce suchrights and to foreclose upon the Collateral and to sell all or, from time totime, any of the Collateral under the judgment or decree of a court ofcompetent jurisdiction.  The SecurityAgent shall not be required to institute or maintain any such suits or enforcesuch rights or foreclose upon and sell the Collateral unless it has been fullyindemnified to its satisfaction (acting reasonably) by the Secured Parties.

**12.7**                        Exerciseof Powers

All of the powers, remedies and rights of the SecurityAgent as set forth in this Deed may be exercised by the Security Agent inrespect of any Security Document or any Note Security Document as though setforth in full therein and all of the powers, remedies and rights of theSecurity Agent as set forth in any Security Document or

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any Note Security Document may be exercised from timeto time as herein and therein provided.

**12.8**                        RemediesNot Exclusive

(a)                                  Noremedy conferred upon or reserved to the Security Agent herein or in theSecurity Documents and Note Security Documents is intended to be exclusive ofany other remedy or remedies, but every such remedy shall be cumulative andshall be in addition to every other remedy conferred herein or in any SecurityDocument or any Note Security Document or now or hereafter existing at law orin equity or by statute.

(b)                                 Nodelay or omission by the Security Agent to exercise any right, remedy or powerhereunder or under any Security Document or any Note Security Document shallimpair any such right, remedy or power or shall be construed to be a waiverthereof, and every right, power and remedy given by this Deed or any SecurityDocument or any Note Security Document to the Security Agent may be exercisedfrom time to time and as often as may be deemed expedient by the SecurityAgent.

(c)                                  Allrights of action and of asserting claims upon or under this Deed and theSecurity Documents and Note Security Documents may be enforced by the SecurityAgent without the possession of any instrument evidencing any Senior Debt,Hedging Debt or 2025 Obligations or the production thereof at any trial orother proceeding relative thereto, and any suit or proceeding instituted by theSecurity Agent shall be, subject to the applicable provisions of Schedule 7 (*Security Agent*), brought in its name as Security Agent andany recovery of judgment shall be held as by the Security Agent as trustee andagent for the Secured Parties.

**12.9**                        Limitationon Security Agent’s Duty in Respect of Collateral

Beyond its duties to account to the Secured Partiesand the Obligors for moneys and other property received by it hereunder or onan enforcement of the security under any Security Document or Note SecurityDocument, the Security Agent shall not have any duty to the Obligors or to theSecured Parties under this Deed or as to any Collateral in its possession orcontrol or in the possession or control of any of its agents or nominees, orany income thereon or as to the preservation of rights against prior parties orany other rights pertaining thereto.  TheSecurity Agent’s duties under this Deed, the Security Documents and/or the NoteSecurity Documents are of a mechanical and administrative nature.

**12.10**                 Limitation by Law

All rights, remedies and powers provided in this Deedor any Security Document or Note Security Document may be exercised only to theextent that the exercise thereof does not violate any applicable provision oflaw, and all the provisions hereof are intended to be subject to all applicablemandatory provisions of law which may be controlling and to be limited to theextent necessary so that they will not render this Deed invalid, unenforceablein whole or in part or not entitled to be recorded, registered or filed underthe provisions of any applicable law.

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**12.11**                 Rights of SecuredParties in Respect of Obligations

Notwithstanding any other provision of this Deed orany Security Document or Note Security Document the right of each Secured Partyto receive payment of the Senior Debt, Hedging Debt or 2025 Obligations held byor owed to such Secured Party when due (whether at the stated maturity thereof,by acceleration or otherwise), as expressed in the instruments evidencing oragreements governing such obligations, or to institute suit for the enforcementof such payment on or after such due date, shall not be impaired or affectedwithout the consent of such Secured Party given in the manner prescribed by theinstruments evidencing or agreements governing such obligations.

**12.12**                 Equal andRateable Security

This Deed, the Security Documents and the NoteSecurity Documents (a) are intended to secure the 2025 Obligations equallyand rateably with the Senior Secured Debt and Hedging Debt and otherwise complywith Section 1009 of the 2025 Indenture and the Senior Facility Agreement and(b) shall be construed and enforced as provided in this Deed to giveeffect to such intention.  The SecurityAgent (as agent hereunder and on behalf of the Senior Secured Parties)(i) consents, subject to the terms of this Deed, to the execution andenforcement of the Note Security Documents, including any Note SecurityDocuments entered into after the date hereof for purposes of complying withSection 1009 of the 2025 Indenture, and any amendments to such Note SecurityDocuments necessary for such purposes, and (ii) agrees to take no actionwhich will impair the right of the holders of the Notes to be secured asrequired by Section 1009 of the 2025 Indenture (provided that for the avoidanceof doubt this shall not prevent or restrict the taking of any action to enforceany of the Collateral or any Security Document or Note Security Documents inaccordance with this Deed).  The failureof any Note Creditor to take any action required of it hereunder shall notconstitute a waiver of its rights under Section 1009 of the 2025Indenture.

**12.13**                 Termination

(a)                                  Uponthe Senior Discharge Date occurring and irrespective of whether any 2025Obligations remain outstanding, the Security Agent shall (at the cost andexpense of the Obligors) release the Security Interests created by the SecurityDocuments and the Note Security Documents and all right, title and interest ofthe Security Agent in and to the Collateral shall revert to the Obligors, theirsuccessors and assigns.

(b)                                 Uponthe release of the Collateral in accordance with paragraph (a) above, theSecurity Agent will promptly, at the Company’s written request and expense,(i) execute and deliver to the Company such documents as the Company shallreasonably request to evidence the termination of such Security Interest or therelease of the Collateral and (ii) deliver or cause to be delivered to theObligors all property of the Obligors then held by the Security Agent or anyagent thereof.

(c)                                  TheCompany shall give the Note Trustee prompt notice of the occurrence of theSenior Discharge Date.

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**12.14**                 Inspection byRegulatory Agencies

The Security Agent shall make available, and shallcause each custodian and agent acting on its behalf in connection with thisDeed to make available, all Collateral in such Person’s possession at all timesfor inspection by any regulatory agency having jurisdiction over the SecurityAgent or an Obligor to the extent required by such regulatory agency in itsdiscretion.

**13.**                               LOSSSHARING

**13.1**                        EqualisationPayments

If any SeniorCreditor or Hedging Bank (a “**Recovering Creditor**”)makes a Recovery other than by reason of a payment from the Security Agentdealt with under Clause 11 (*Proceeds ofEnforcement*), then:

(a)                                  suchRecovering Creditor will notify the Security Agent with details of suchRecovery within three Business Days of receipt or recovery;

(b)                                 theSecurity Agent will determine in good faith whether such Recovery is in excessof the amount (the amount of the excess being the “**RecoveryExcess**”) which such Recovering Creditor would have received had suchRecovery been effected by the Security Agent pursuant to the Combined SecurityDocuments and applied as provided in Clause 11 (*Proceeds ofEnforcement*), and shall notify such Recovering Creditor accordingly;

(c)                                  suchRecovering Creditor will pay an amount equal to the Recovery Excess (togetherwith any interest accrued (at a rate determined by the Security Agent actingreasonably) on such amount from the date of receipt or recovery by it) to theSecurity Agent, retaining the balance in pro tanto satisfaction of the amountdue to it;

(d)                                 theSecurity Agent shall treat the Recovery Excess (plus such accrued interest) asif it were the proceeds of enforcement of the Combined Security Documents andshall deal with it in accordance with Clause 11 (*Proceeds ofEnforcement*); and

(e)                                  atthe option of the Recovering Creditor (i) the liability of the relevantObligor to such Recovering Creditor shall be increased (or treated as nothaving been reduced) by an amount equal to the Recovery Excess, or(ii) such Obligor shall fully indemnify such Recovering Creditor for theamount of the Recovery Excess.

**13.2**                        LossSharing

If for any reasonany of the Senior Debt or Hedging Debt remains undischarged and any resultinglosses are not being borne by the Senior Creditors or the Hedging Banks prorata to the amount which their respective Senior Debt and Hedging Debt and boreto the total Debt on the Enforcement Date, the Senior Creditors and the HedgingBanks shall make such payments between themselves as the Senior Agent shallrequire to ensure that after taking into account such payments such losses areborne by

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the SeniorCreditors and the Hedging Banks equally, rateably and *pari passu*between themselves.

**14.**                               CONSENTSAND LIMITS

**14.1**                        Waivers

If any waiver,release or consent is granted by the Majority Lenders under the Senior FinanceDocuments prior to the Senior Discharge Date, a corresponding waiver, releaseor consent will be deemed to have been given by the Hedging Banks and theSubordinated Creditors (on the same terms and conditions, mutatis mutandis) underthe Hedging Documents, Junior Loan Agreements or Intercompany Documents, as thecase may be, if the transaction or circumstance to which that waiver, releaseor consent relates would otherwise breach or be a default or event of defaultunder any such agreement or document, *provided that* nosuch waiver, release or consent may extend the due date for or reduce theamount of or change the currency of any payment due to any Hedging Bank orSubordinated Creditor or change the terms by reference to which any payment isto be calculated or made under the relevant Finance Documents.

**14.2**                        Non-Objection

No SubordinatedCreditor shall have any claim or remedy against any of the Senior Creditors byreason of any transaction entered into between any of the Senior Creditors andany member of the Group or any requirement or condition imposed by or on behalfof the Senior Creditors on any member of the Group, which breaches or is orcauses a default or an event of default under any of the Junior Loan Agreementsor the Intercompany Documents, as the case may be.

**14.3**                        Limit onHedging Debt

An obligation orliability under any hedging facilities owed by any Obligor to a Hedging Bankwhich is not one of the transactions or agreements specified in Schedule 4(*Hedging Banks and Hedging Documents*) orpermitted by Clause 5.1 (*Accession of Hedging Banks*)will not constitute Hedging Debt.

**15.**                               INFORMATION

**15.1**                        Amounts ofDebt

Each of the Senior Agent, the Hedging Banks, theCompany and the Junior Creditor will on written request by any of the othersfrom time to time notify the others in writing of details of the amount of theoutstanding Senior Debt, Hedging Debt, the Note Debt, the Intercompany Debt orJunior Debt, as the case may be, so far as known to it.

**15.2**                        OtherInformation

Each Obligor authorises each of the Senior Creditors,the Hedging Banks and the Junior Creditor to disclose to each other and toshareholders or other investors in any Obligor all information relating to thatObligor, its Subsidiaries or related entities, and coming into the possessionof any of them in connection with the Finance Documents.

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# **16.****                               SUBROGATION**

The JuniorCreditor, the Securities Creditors and the Obligors will not under anycircumstances be subrogated to or be entitled to exercise any of the rights ofthe Senior Creditors, Hedging Banks or Note Creditors or exercise or enforce anysecurity arising under any of the Combined Security Documents.

# **17.****                               PROTECTIONOF SUBORDINATION**

## **17.1****                        ContinuingSubordination**

The subordinationand priority provisions in this Deed constitute a continuing subordination andpriority and benefit to the ultimate balance of the Senior Debt, the HedgingDebt and the Note Debt respectively regardless of any intermediate payment ordischarge of the Senior Debt, the Hedging Debt or the Note Debt in whole or inpart.

## **17.2****                        Waiver ofDefences**

Thesubordination in this Deed and the obligations of the Bond Trustee, eachSubordinated Creditor and each Obligor under this Deed will not be affected byany act, omission, matter or thing which, but for this provision, would reduce,release or prejudice the subordination or any of those obligations in whole orin part, including without limitation:

### (a)                                  anytime, indulgence or waiver granted to, or composition with, any Obligor or anyother person or the release of any other Obligor or any other person under theterms of any composition or arrangement with any creditor of any member of theGroup;

### (b)                                 thetaking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights or remedies against, orsecurity over assets of, any Obligor or other person under the Senior FinanceDocuments, the Hedging Documents or the Note Documents or otherwise or any non-presentmentor non-observance of any formality or other requirement in respect of anyinstruments or any failure to realise the full value of any security;

### (c)                                  anyvariation (however fundamental) or replacement of any Senior Finance Document,Hedging Document or Note Document or other document;

### (d)                                 anyunenforceability, illegality, invalidity or frustration of any obligation of anObligor or security  under the SeniorFinance Documents, the Hedging Documents, the Note Documents or any otherdocument or security or the failure by any member of the Group to enter into orbe bound by any Senior Finance Document or Hedging Document; or

### (e)                                  any postponement,discharge, reduction, non-provability or other similar circumstanceaffecting any obligation of any Obligor under any Senior Finance Document,Hedging Document or Note Document resulting from any

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### insolvency,liquidation or dissolution proceedings or from any law, regulation or order.

## **17.3****                        Appropriations**

EachSenior Creditor and Hedging Bank (or any trustee or agent on their behalf) may,provided to do so is reasonable in the circumstances, (subject to any provisionof this Deed or any applicable Senior Finance Documents to the contrary):

### (a)                                  applyany cash or property received under this Deed or from an Obligor or any otherperson against the Debt owed to it, in such order as it sees fit;

### (b)                                 (ifit so decides) apply any cash or property received from an Obligor or from anyother person (other than money or property received under the Senior FinanceDocuments or under this Deed) against any liability other than the Debt owed toit; and

### (c)                                  (unlesssuch cash or property in the aggregate is sufficient to bring about the SeniorDischarge Date if otherwise applied in accordance with the provisions of thisDeed) hold in a suspense account (bearing interest at a market rate usual foraccounts of that type) any cash or the net proceeds of any distributionreceived from the Subordinated Creditors or the Obligors or on account of theliability of any Subordinated Creditor or Obligor (as appropriate) under thisDeed.

# **18.****                               PRESERVATIONOF DEBT**

In spite of anyterm of this Deed postponing, subordinating or preventing the payment of any ofthe Subordinated Debt, as between the Obligors and the Subordinated Creditors,the Subordinated Debt shall remain owing or payable (and interest or defaultinterest shall continue to accrue) in accordance with the terms of the JuniorLoan Agreements or the Intercompany Documents (as the case may be).  No delay in exercising rights and remediesunder the Junior Loan Agreement or the Intercompany Documents by reason of anyterm of this Deed postponing, restricting or preventing such exercise shalloperate as a permanent waiver of any of those rights and remedies.

# **19.****                               POWEROF ATTORNEY**

## **19.1****                        Appointmentby the Subordinated Creditors**

By way of securityfor the obligations of each Subordinated Creditor under this Deed, eachSubordinated Creditor irrevocably appoints the Senior Agent as its attorney todo anything which the Subordinated Creditor (a) has authorised the SeniorAgent to do under this Deed and (b) is required and legally able to do bythis Deed but has failed to do for a period of ten Business Days afterreceiving notice from the Senior Agent requiring it to do so unless suchSubordinated Creditor is disputing in good faith and by appropriate proceedingsthat it is required to do the thing concerned.

## **19.2****                        Appointmentby the Obligors**

By way of security for the performance of itsobligations under this Deed, each of the Obligors irrevocably appoints each ofthe Security Agent, any receiver appointed

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pursuant to anyCombined Security Document and their respective delegates and sub delegates tobe its attorney acting severally (or jointly with any other such attorney) andon its behalf and in its name or otherwise to do any and every thing which:

### (a)                                  suchObligor is obliged to do under the terms of this Deed in connection with themaintenance and perfection of the Security constituted under the CombinedSecurity Documents but has failed to do for a period of 10 Business Days afternotice from the Security Agent requiring it to do so; or

### (b)                                 duringthe continuance of an Enforcement Event, such attorney considers necessary ordesirable in order to enable the Security Agent or such attorney to exercisethe rights conferred on it by this Deed or by law.

## **19.3****                        Ratificationof Acts**

Without prejudiceto the generality of Clauses 19.1 (*Appointment by theSubordinated Creditors*) and 19.2 (*Appointmentby the Obligors*), each of the Secured Parties and the Obligorshereby undertakes with the Security Agent and/or the Senior Agent that promptlyupon request, each Secured Party or Obligor will ratify and confirm alltransactions entered into and other actions by the Security Agent and/or theSenior Agent (or any of their substitutes or delegates) in the proper exerciseof the power of attorney granted to it hereunder.

# **20.****                               EXPENSES**

## **20.1****                        EnforcementCosts**

Each Obligor andeach Subordinated Creditor will within five Business Days of demand pay toeach Senior Creditor, Hedging Bank or Note Creditor the amount of all costs andexpenses properly incurred by it in connection with the enforcement againstthat Obligor or Subordinated Creditor (as the case may be) of such person’srights against it under this Deed.

## **20.2****                        LegalExpenses and Taxes**

The costs andexpenses referred to above include, without limitation, the fees and expensesof legal advisers and any value added tax or similar tax, and are payable inthe currency in which they are incurred.

# **21.****                               CHANGESTO THE PARTIES**

## **21.1****                        Successorsand Assigns**

This Deed isbinding on the successors and assigns of the parties hereto.

## **21.2****                        Obligors**

No Obligor mayassign or transfer any of its rights (if any) or obligations under this Deed.

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## **21.3****                        NewObligors**

### (a)                                  Ifany member of the Group (a “**New Obligor**”) borrows, guarantees or otherwisebecomes liable for any Debt or grants or incurs or otherwise becomes a creditorin respect of any Financial Indebtedness to or from any other member of theGroup in an aggregate amount in excess of €20,000,000 (or its equivalent), theParent will use all reasonable endeavours to procure that (unless such NewObligor has become party hereto by some other means to the satisfaction of theSenior Agent acting reasonably) such New Obligor becomes a party to this Deedas an Obligor by the execution and delivery to the Security Agent of a dulycompleted Deed of Accession (together with such board resolutions and othercorporate documentation as the Security Agent may reasonably require).

### (b)                                 Ifany member of the Group becomes party to a Security Document or Note SecurityDocument, the Company will procure that such member becomes a party to thisDeed as an Obligor by the execution and delivery to the Security Agent of aduly executed Deed of Accession (together with such board resolutions and othercorporate documentation as required by the terms of the Senior FacilityAgreement or as the Security Agent may otherwise reasonably require).

## **21.4****                        NewCreditors**

NoSenior Creditor, Hedging Bank or Junior Creditor may:

### (a)                                  assign,transfer or dispose of any of the Debt owing to it or its proceeds or anyinterest 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 ofthe Finance Documents to any person,

and no personshall become an Initial Additional Facility Lender, unless in each case thatperson agrees with the Parties that it is bound by all the terms of this Deedas a Senior Creditor, Hedging Bank or Junior Creditor, as the case may be, byexecuting and delivering to the Security Agent a duly completed Deed ofAccession or, in the case of a Senior Creditor, by the execution and deliveryto the Security Agent of a Transfer Certificate or, in the case of an InitialAdditional Facility Lender, by the execution and delivery to the Security Agentof an Additional Facility Accession Agreement.

## **21.5****                        BondTrustee**

### (a)                                  TheParent and Smurfit Kappa Funding will each procure that, if the Bond Trusteeceases to act as trustee for any reason in relation to any Cash Pay Securities,any successor or other person which is appointed or acts as trustee in relationto those Cash Pay Securities (a “**Replacement Bond Trustee**”)will become party to this Deed as the Bond Trustee by executing and deliveringto the Security Agent a Deed of Accession in form and substance satisfactory tothe Security Agent acting reasonably.

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### (b)                                 TheBond Trustee (on behalf of the Securities Creditors) by its execution of thisDeed, and any Replacement Bond Trustee (on behalf of the Securities Creditors)by its execution of a Deed of Accession to this Deed, acknowledges and agreesas follows:

#### (i)                             thatto the extent and in the manner set out in any of the indentures (assupplemented and amended from time to time) (the “**Indentures**”) under which the Cash Pay Securities are issued,the payment of all Senior Subordinated Guarantee Debt is expressly madesubordinate to and subject in right of payment to the prior payment in full incash of all Senior Debt and Hedging Debt;

#### (ii)                          thatthe Senior Debt and Hedging Debt each qualify as “Senior Debt” for the purposesof and as such term is defined in the Indentures;

#### (iii)                       thatthe Senior Creditors and the Hedging Banks are entitled to rely on and enforce(A) the subordination provisions contained in the Indentures and(B) the provisions in the Indentures restricting the circumstances inwhich a demand may be made under the Senior Subordinated Guarantee; and

#### (iv)                      thatit accepts any Transfer Certificate, Accession Deed or Deed of Accession andthe accession by the relevant parties to such agreements to this Deed in thecapacity described therein.  For the avoidanceof doubt, the Bond Trustee or a Replacement Bond Trustee (as the case may be)hereby waives any right to approve, or of objection to, the accession oridentity of such persons and confirms that it hereby waives any obligation onthe part of a party to procure the Bond Trustee’s or the Replacement BondTrustee’s (as the case may be) counter-signature or acceptance of anysuch Transfer Certificate, Accession Deed or Deed of Accession.

## **21.6****                        Variationof Forms of Deed of Accession**

The Security Agentand the Parent may agree changes to the form of Deed of Accession.

## **21.7****                        TransferCertificates and Accession Deeds**

Eachof the other Parties appoints:

### (a)                                  theSenior Agent as its agent to sign on its behalf any Transfer Certificate orAccession Deed entered into under the Senior Facility Agreement; and

### (b)                                 theSecurity Agent as its agent to sign on its behalf any Deed of Accession,

in order that eachsuch Transfer Certificate, Accession Deed or Deed of Accession may besupplemental to this Deed and be binding on and enure to the benefit of all theParties.

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## **21.8****                        Validity**

If any personintended to be bound by this Deed does not become party to it or is not boundby it for any reason that shall not affect the rights and obligations of theother persons party to this Deed.

# **22.****                               STATUSOF OBLIGORS**

None of theObligors has any rights under this Deed against any of the Senior Creditors,the Hedging Banks or the Note Creditors and none of the undertakings given bythe Senior Creditors, the Hedging Banks or the Note Creditors are given (orshall be deemed to have been given) to, or for the benefit of, the Obligors(save that after the application of any proceeds in the manner provided in theFirst to Third sub-paragraphs of Clause 11.1 (*Order of Application*) the Obligor concernedor other person entitled thereto shall be entitled to any surplus proceeds).

# **23.****                               NOTICES**

EveryNotice under this Deed shall be in writing delivered personally, by first classprepaid 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)                                  applyingfor the purposes of the Senior Facility Agreement in the case of Obligors orSenior Creditors; or

### (b)                                 inthe case of the Hedging Banks, as set out in Schedule 4, or as notified by theSecurity Agent from time to time; or

### (c)                                  inthe case of the Bond Trustee, set out in the relevant 2025 Indenture; or

### (d)                                 inthe case of the Junior Creditor, as notified by the Security Agent from time totime; or

### (e)                                  specifiedin the relevant Deed of Accession if not a Party at the date hereof,

or such otheraddress or facsimile number as is notified in writing by it to the SecurityAgent.

Clause 37 (*Notices*) of the Senior Facility Agreementshall apply to all Notices given under this Deed.

# **24.****                               WAIVERS,REMEDIES CUMULATIVE**

Therights of each Party under this Deed:

### (a)                                  arecumulative and not exclusive of its rights under the general law;

### (b)                                 maybe waived only in writing and specifically; and

### (c)                                  maybe exercised as often as necessary.

Delay inexercising or non-exercise of any such right is not a waiver of thatright.

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# **25.****                               THESECURITY AGENT AND SENIOR AGENT**

## **25.1****                        Appointmentby Hedging Banks**

### (a)                                  EachHedging Bank irrevocably appoints the Security Agent to act as its agent underthis Deed and with respect to the Combined Security Documents on the terms setout in this Clause 25 and in Schedule 7 (*Security Agent*),and irrevocably authorises the Security Agent on its behalf to:

#### (i)                             enterinto any and each Combined Security Document; and

#### (ii)                          performsuch duties and exercise such rights and powers under this Deed and theCombined Security Documents as are specifically delegated to the Security Agentby the terms thereof, together with such rights, powers and discretions as arereasonably incidental thereto.

### (b)                                 TheSecurity Agent shall have only those duties which are expressly specified inthis Deed and/or the Combined Security Documents.  The Security Agent’s duties under this Deedand/or the Combined Security Documents are of a mechanical and administrativenature.

## **25.2****                        Terms**

Save as set out inSchedule 7 (*Security Agent*), the terms of theappointment of the Security Agent by the Hedging Banks are the same as thoseset out in Clause 25 (*TheAdministrative Parties*) of the Senior Facility Agreement, applying *mutatis mutandis* to this Deed.

## **25.3****                        Trust forSecured Parties**

### (a)                                  **Declaration of Trust**:  To the extent the Security is nottransferred, charged or granted to the Security Agent on trust and subject tothe provisions of Clause 25.5 (*Special Appointment ofSecurity Agent (Germany and Austria)*), Clause 25.6 (*Agent for the Secured Parties (France)*), 25.7 (*Agent for the Secured Parties (Spain))* or 25.8 (*Declaration of Trust and appointment as agent (mandatorio conrappresentanza))* the Security Agent declares itself trustee of theSecurity to hold the same on trust for the Secured Parties on the terms andsubject to the conditions set out in this Deed. The following provisions aresupplementary to the provisions of the Trustee Act 1925.

### (b)                                 Theperpetuity period for the trusts in this Deed is 80 years from the date of thisDeed.

### (c)                                  **Trust**:

#### (i)                             TheSecurity Agent shall have only those duties, obligations and responsibilitiesexpressly specified in the Combined Security Documents and this Deed and noduties, obligations and responsibilities shall be inferred or implied.

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#### (ii)                          Inperforming or carrying out its duties, obligations and responsibilities, theSecurity Agent shall be considered to be acting only in a mechanical andadministrative capacity (save as expressly provided in the Combined SecurityDocuments or this Deed) and shall not have or be deemed to have any duty,obligation or responsibility to, or relationship of trust or agency with, anyObligor (save in respect of certain notification requirements as expresslyprovided in the Combined Security Documents).

## **25.4****                        Disapplication**

Section 1 of theTrustee Act 2000 shall not apply to the duties of the Security Agent inrelation to the trusts constituted by this Deed. Where there are any inconsistenciesbetween the Trustee Acts and the provisions of this Deed, the provisions ofthis Deed shall, to the extent allowed by law, prevail and, in the case of anysuch inconsistency with the Trustee Act 2000, the provisions of this Deed shallconstitute a restriction or exclusion for the purposes of that Act.

## **25.5****                        SpecialAppointment of Security Agent (Germany and Austria)**

Without prejudiceto the generality of Clause 25.3(a) (*Declaration of Trust*):

### (a)                                  EachSecured Party that is or will become party to this Deed hereby appoints theSecurity Agent as trustee (*Treuhaender*)and administrator for the purpose of holding on trust (*Treuhand*),administering, enforcing and releasing the German Security (as defined below)or Austrian Security (as defined below) for the Secured Parties, (ii) theSecurity Agent accepts its appointment as a trustee and administrator of theGerman Security and Austrian Security on the terms and subject to theconditions set out in this Deed and (iii) the Secured Parties, the Security Agentand all other parties to this Deed agree that, in relation to the GermanSecurity or Austrian Security, no Secured Party shall exercise any independentpower to enforce any German Security or Austrian Security or take any otheraction in relation to the enforcement of the German Security or the AustrianSecurity, or make or receive any declarations in relation thereto.

### (b)                                 TheSecurity Agent shall hold and administer any German Security which is securityassigned, transferred or pledged under German law to it as a trustee for thebenefit of the Secured Parties, where “**GermanSecurity**” means the assets which are the subject of a securitydocument which is governed by German law. The Security Agent shall hold andadminister any Austrian Security which is security assigned, transferred orpledged under Austrian law to it as a trustee for the benefit of the SecuredParties, where “**Austrian Security**”means the assets which are the subject of a security document which is governedby Austrian law.

### (c)                                  Each Secured Partyhereby instructs the Security Agent (with the right of sub-delegation) to enterinto any documents evidencing German Security or Austrian Security and to makeand accept all declarations and take all actions it considers necessary oruseful in connection with any German Security or Austrian Security on behalf ofsuch Secured Party. The Security Agent shall

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### further beentitled to rescind, release, amend and/or execute new and different documentssecuring the German Security or Austrian Security.

### (d)                                 TheSecured Parties and the Security Agent agree that all rights and claimsconstituted by the abstract acknowledgement of indebtedness pursuant to Section20 of Schedule 7 (*Security Agent*) and all proceedsheld by the Security Agent pursuant to or in connection with such abstractacknowledgement of indebtedness are held by the Security Agent with effect fromthe date of such abstract acknowledgement of indebtedness in trust for theSecured Parties and will be administered in accordance with Deed. The SecuredParties and the Security Agent agree further that the respective Obligor’sobligations under such abstract acknowledgement of indebtedness shall notincrease the total amount of the Secured Obligations (as defined in theSecurity Documents relating to German Security or Austrian Security) and shallnot result in any additional liability of any of the Obligors or otherwiseprejudice the rights of any of the Obligors under any Finance Document.Accordingly, payment of the obligations under such abstract acknowledgement ofindebtedness shall, to the same extent, discharge the corresponding SecuredObligations (as defined in the Security Documents relating to German Securityor Austrian Security) and *vice versa*.

### (e)                                  Forpurposes of this Priority Agreement, the Security Agent shall be released fromthe restrictions set out in Section 181 of the German Civil Code (*Bürgerliches Gesetzbuch*) or restrictions having a similareffect under any other applicable law, shall be authorized to act also onbehalf of other parties and shall have the right to grant substitute powers ofattorney under release from such restrictions.

## **25.6****                        Agent forthe Secured Parties (France):**

### (a)                                  EachSecured Party (other than the Security Agent) as “*mandants*”under French law:

#### (i)                             herebyirrevocably appoints the Security Agent to act as its agent (“*mandataire*” under French law) under and in connection withthe French Security Documents; and

#### (ii)                          irrevocablyauthorises the Security Agent to execute for and on its behalf the FrenchSecurity Documents and to perform the duties and to exercise the rights, powersand discretions that are specifically delegated to it under or in connectionwith the French Security Documents, together with any other rights, powers anddiscretions which are incidental thereto and to give a good discharge for anymoneys payable under the French Security Documents.

### (b)                                 TheSecurity Agent will act solely for itself and as agent for the other SecuredParties in carrying out its functions as agent under the French Security Documents.

### (c)                                  The relationshipbetween the Secured Parties (other than the Security Agent) on the one hand andthe Security Agent on the other is that of principal 

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### (“*mandant*” underFrench law) and agent (“*mandataire*”under French law) only.  The Security Agentshall not have, nor be deemed to have, assumed any obligations to, or trust orfiduciary relationship with, any party to this Deed other than those for whichspecific provision is made by the French Security Documents and, to the extentpermissible under French law, the other provisions of this Deed, which shall bedeemed to be incorporated in this Clause 25.6, where reference is made to anyFrench Security Documents.

### (d)                                 NotwithstandingClause 28 (*Governing Law*) of this Deed, theprovision of this Clause 25.6 and the other provisions of this Deed which aredeemed to be incorporated herein, shall be governed by, and construed inaccordance with, French law. Notwithstanding Clause 29.1 (*Submission*),any dispute arising out of this Clause 25.6 shall be submitted to the Tribunalde Commerce de Paris.

### (e)                                  TheSecured Parties, the Security Agent and the other parties hereto which are alsoparty to any French Security Document irrevocably acknowledge that theexistence and extent of the Security Agent’s authority resulting from thisClause 25.6 and the effects of the Security Agent’s exercise of this authorityshall be governed by French law.

## **25.7****                        Agent forthe Secured Parties (Spain):**

In particular,with respect to any Spanish Security Documents, each of the Secured Parties(other than the Security Agent) (i) agrees that the Security Agent shallexecute the Spanish Security Documents in its own name and behalf and on behalfof the relevant Secured Parties (undisclosed representation or “*representación indirecta*”), with the power to determine andagree any term and condition of such Spanish Security Documents, execute anyother agreement or instrument, give or receive any notice and take any otheraction and exercise any right, remedy, power and discretion in relation to thecreation, perfection, maintenance, enforcement and release of the securitycreated under the Spanish Security Documents, (ii) undertakes to ratify andapprove such action in the name of and on behalf of the relevant SecuredParties by the Security Agent acting in such capacity in relation to theSpanish Security Documents, and (iii) agrees that the provisions of this Deedwhich apply to the Security Agent in its capacity as trustee shall apply to itin its capacity as the relevant Secured Parties’ undisclosed representative, tothe extent permitted by Spanish law.

## **25.8****                        Declarationof Trust and appointment as agent (*mandatariocon rappresentanza*) (Italy):**

### (a)                                  EachSecured Party (other than the Security Agent):

#### (i)                             appointsthe Security Agent to be its “mandatario con rappresentanza” (commonrepresentative) for the purpose of executing any Security Document which mightbe subject to the Laws of the Republic of Italy (each an “**Italian Security Document**” and, together,the “**Italian Security Documents**”)in the name and on behalf of the Secured Parties, with the power to determineand agree any term and condition of such Italian Security Documents, executeany other agreement or instrument, give or receive any notice and take anyother action and

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#### exercise any right, remedy, power and discretion in relation to thecreation, perfection, maintenance, enforcement and release of the securitycreated under the Italian Security Documents, in all cases with power tosub-delegate;

#### (ii)                          undertakesto ratify and approve any such action taken in the name and on behalf of theSecured Parties by the Security Agent acting in such capacity in relation tothe Italian Security Documents and the other documents or instruments describedunder paragraph (i) above; and

#### (iii)                       agreesthat the provisions of this Deed which apply to the Security Agent in itscapacity as trustee, shall apply to it in its capacity as common representative(*mandatario con rappresentanza*) of eachof the Secured Parties.

### (b)                                 Notwithstandingthe provisions of Clause 28 (*Governing Law*)of this Deed the appointment contained in this Clause 25.8 is governed by, andwill be construed in accordance with, Italian Law. Notwithstanding Clause 29.1(*Submission*) of this Deed, any disputethat should arise in relation to the appointment granted pursuant to thisClause 25.8 will be subject  to thejurisdiction of the Court of Milan.

## **25.9****                        Agent forthe Secured Creditors (Belgium)**

### (a)                                  EachSecured Creditor (other than the Security Agent) in their quality of “*mandants*” under Belgian law:

#### (i)                             herebyirrevocably appoints the Security Agent to act as its agent  (“*mandataire*”under Belgian law) under and in connection with the Belgian Security Documents.

#### (ii)                          irrevocablyauthorises the Security Agent to execute for and on its behalf the BelgianSecurity Documents and all documents and instruments related thereto and toperform the obligations and to exercise the rights  that are specifically delegated to it underor in connection with the Belgian Security Documents, together with any otherrights which are related thereto and to give discharge for the moneys payableunder the Belgian Security Documents.

#### (iii)                       undertakesto ratify and approve such action taken in the name and on behalf of theSecured Creditors by the Security Agent acting in such capacity in relation tothe Belgian Security Documents

### (b)                                 NotwithstandingClause 28 (*Governing Law*) of this Deed, theappointment contained in this Clause 25.9 is governed and construed inaccordance with Belgian law. Notwithstanding Clause 29.1 (*Submission*) ofthis Deed, any dispute arising out of this paragraph  shall be submitted to the competent Courts ofBelgium.

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## **25.10****                 Indemnity toSecurity Agent**

### (a)                                  EachObligor agrees to pay, indemnify, and hold the Security Agent (and itsdirectors, officers, agents and employees) harmless from and against any andall Losses of the Security Agent (and its directors, officers, agents andemployees).  For purposes of this Deed, “Losses”means any and all liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses (including the reasonable fees andexpenses of legal counsel, advisors and agents and any related VAT) ordisbursements of any kind or nature whatsoever with respect to the execution,delivery, enforcement, performance and administration of this Deed and theCombined Security Documents or any action taken or omitted to be taken by the SecurityAgent hereunder or under the Combined Security Documents, unless arising fromthe gross negligence, bad faith or wilful misconduct of the indemnifiedparty.  In any suit, proceeding or actionbrought by the Security Agent under or with respect to any contract, agreement,interest or obligation constituting part of the Collateral (including, withoutlimitation, under the Combined Security Documents) for any sum owing or securedthereunder, or to enforce any provisions thereof, the Company and each otherObligor will save, indemnify and keep the Security Agent and the other SecuredParty harmless from and against all expense (including the reasonable fees andexpenses of legal counsel, advisors and agents, and any related VAT), loss ordamage suffered by reason of any defence, setoff, counterclaim, recoupment orreduction of liability whatsoever of the obligor thereunder, arising out of abreach by any Obligor of any obligation thereunder or arising out of any otheragreement, indebtedness or liability at any time owing to or in favour of suchobligor or its successors from any Obligor, and all such obligations of eachObligor shall be and remain enforceable against and only against each Obligorand shall not be enforceable against the Security Agent or any other SecuredParty. The agreements in this Clause 25.10 shall survive the termination of theother provisions of this Deed and the resignation or removal of the SecurityAgent hereunder.  The directors, officers,agents and employees of the Security Agent may rely on this Clause 25.10.

### (b)                                 EachSecured Party (other than the Note Creditors) agrees to indemnify the SecurityAgent on demand (to the extent not reimbursed by any Obligor and withoutprejudice to the liability of any Obligor under any Finance Document) for anyand all liabilities, judgments, costs or expenses of any kind whatsoever(including legal fees) which may be incurred by or asserted against theSecurity Agent in any way relating to or arising out of (i) its acting asthe Security Agent under this Deed and/or the Combined Security Documents, orperforming its duties and functions in such capacity under any of the SecuredInstruments, or (iii) any action taken or omitted by the Security Agentthereunder, except to the extent arising directly from the Security Agent’sgross negligence or wilful misconduct.

### (c)                                  Suchindemnification by each such Secured Party in paragraph (b) above shall be *pro rata* to its entitlement in or to the Senior Debt or theHedging Debt (as the case may be).  Theliability shall be divided between such Secured Parties pro rata according tothe respective amounts of the Senior Debt and Hedging

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### Debt outstanding at the time the liabilitywas incurred or, if after enforcement, pro rata to the amount of theirrespective Recoveries.

### (d)                                 Inthe event of the Security Agent seeking a claim for indemnity under this Clause25.9(b), it must first in writing seek indemnity under Clause 25.9(a) for aperiod of 12 months and if unsuccessful, may then seek indemnity under Clause25.9(b).

### (e)                                  Asa consequence of the Danish guarantee limitation set forth in Part IX ofSchedule 12 of the Senior Facility Agreement it is agreed that notwithstandinganything set out to the contrary in this Deed:

#### (i)                             anysubordination of claims (and any rights related thereto) of an Obligorincorporated in Denmark (a “**Danish Obligor**”)in respect of any Intercompany Debt (and any undertakings related thereto)contained in this Deed; and

#### (ii)                          anyapplication under Clause 11.1 (*Order of Application*)hereof of proceeds from enforcement of security conferred by the CombinedSecurity Documents granted by a Danish Obligor; and

#### (iii)                       anyDanish Obligor’s payment obligations under Clause 20 (*Expenses*)hereof,

shall be limited to the extent required by Danish lawon financial assistance within the meaning of the limitation of the Danishguarantees as set forth in Part IX of Schedule 12 of the Senior FacilityAgreement.

## **25.11****                 Covenant to pay**

Each Obligor covenants in favour of the Security Agentto pay the Senior Debt, the Hedging Debt and the Note Debt to the SecurityAgent when and to the extent due from it under the terms of the Senior FinanceDocuments, the Hedging Documents or the Note Documents, as the case may be, tosuch bank account as the Security Agent may direct, except that each Obligormay (subject to the terms of this Deed) pay the Senior Debt and/or the HedgingDebt and/or the Note Debt directly to the Senior Agent, the relevant AncillaryLenders, the relevant Hedging Bank or the Note Trustee, as the case may be, andeach such payment will constitute a *protanto*discharge of this covenant to pay in favour of the SecurityAgent.

## **25.12****                 GuaranteeLimitations**

Clause 19.9 (*Guarantee Limitations*)of the Senior Facility Agreement shall apply to the provisions of this Deed asif set out in full herein, *mutatis mutandis*.

## **25.13****                 Miscellaneous**

### (a)                                  EachObligor and each other Secured Party agrees to the terms set out inSchedule 7 (*Security Agent*).  In the event of any conflict between theterms of Schedule 7 (*Security Agent*)and the Senior Documents and/or the Note Documents, the terms ofSchedule 7 (*Security Agent*) shall prevail.

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### (b)                                 Tothe extent that the Security Agent acts under this Deed on the instructions ofan Instructing Group or the Majority Senior Creditors or an EnforcementInstructing Group Security, the Hedging Banks appoint the Senior Agent as itsagent under this Deed.  Such appointmentis on the terms set out in Clause 25 (*The Administrative Parties*) of theSenior Facility Agreement, *mutatis mutandis*.

## **25.14****                ****ROLE OF THE SECURITY AGENT**

The Security Agent shall hold the benefit of theSecurity Documents as agent and trustee for itself and the Secured Parties, orto the extent required by applicable local law shall hold the benefit of suchSecurity Documents for itself and on behalf of the Secured Parties, to applyall payments and other benefits received by it by reason thereof, or otherwiserealised thereunder, in accordance with this Deed.

# **26.****                               TERMINATION**

Save in respect of any right, claim or liability arisingunder this Deed prior to its termination (which right, claim or liability shallcontinue notwithstanding the termination referred to in this Clause), this Deed(other than Clause 25 (*Security Agentand Senior Agent*) and Schedule 7 (*SecurityAgent*)) shall terminate after the Senior Discharge Date when allmoneys held in the Collateral Account (if any) have been distributed to theSenior Creditors, Hedging Banks, and Note Creditors, or released to theappropriate Obligors in accordance with Clause 11.1 (*Order of Application*) and the Collateralhas been released.

# **27.****                               SEVERABILITY**

If any provision of this Deed is prohibited orunenforceable in any jurisdiction in relation to any Party, such prohibition orunenforceability shall not invalidate the remaining provisions hereof or affectthe validity or enforceability of such provision in any other jurisdiction orin relation to any other Party.

# **28.****                               GOVERNINGLAW**

This Deed is governed by English law.

# **29.****                               JURISDICTION**

## **29.1****                        Submission**

The courts of England have jurisdiction to settle anydisputes in connection with this Deed and accordingly the parties submit to thejurisdiction of the English courts.

## **29.2****                        Service ofProcess**

Without prejudice to any other mode of service, theJunior Creditor:

### (a)                                  irrevocablyappoints Smurfit UK Limited (whose address is Darlington Road, West Aukland,County Durham DL4 9PE) as its agent for service of process relating to anyproceedings before the English courts in connection with this Deed or anyjudgment in connection therewith;

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### (b)                                 agreesthat failure by a process agent to notify it of the process will not invalidatethe proceedings concerned; and

### (c)                                  consentsto the service of process relating to any such proceedings by prepaid postingof a copy of the process to its address for the time being applying for thepurposes of Clause 23 (*Notices*).

## **29.3****                        ForumConvenience and Enforcement Abroad**

Each party to this Deed:

### (a)                                  waivesobjection to English courts on grounds of inconvenient forum or otherwise asregards proceedings in connection with this Deed;

### (b)                                 agreesthat a judgment or order of an English court in connection with this Deed isconclusive and binding on it and may be enforced against it in the courts ofany other jurisdiction; and

### (c)                                  tothe fullest extent permitted by law, waives any right it may have in anyjurisdiction to have any proceedings take the form of a trial by Jury.

## **29.4****                        Non-exclusivity**

Nothing in thisClause 29 limits the rights of a Senior Creditor, the Note Creditors orthe Hedging Bank to bring proceedings against a party to this Deed inconnection with this Deed:

### (a)                                  inany other court of competent jurisdiction; or

### (b)                                 concurrentlyin more than one jurisdiction.

# **30.****                               COUNTERPARTS**

This Deed may be executed in any number ofcounterparts and all of such counterparts taken together shall be deemed toconstitute one and the same instrument.

**THIS DEED**has been executed and delivered as a Deed on the datestated at the beginning of this Deed.

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**SCHEDULE 1**

**THE OBLIGORS**

SMURFIT KAPPA ACQUISITIONS

SMURFIT KAPPA FINANCE B.V.

SMURFIT KAPPA TREASURY

SMURFIT KAPPA DEUTSCHLANDGMBH

SMURFIT CORRUGATED B.V.

SMURFIT HOLDINGS B.V.

SMURFIT INTERNATIONAL B.V.

SMURFIT KAPPA IRELANDLIMITED

SMURFIT INTERNATIONALLIMITED

SMURFIT KAPPA PACKAGINGLIMITED

JEFFERSON SMURFIT &SONS LIMITED

BELGRAY HOLDINGS

IONA PRINT LIMITED

SMURFIT KAPPA FUNDING PLC

MARGRAVE INVESTMENTSLIMITED

 

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**SCHEDULE 2**

**SENIOR CREDITORS**

DEUTSCHEBANK AG, LONDON BRANCH

CITIGROUPGLOBAL MARKETS LIMITED

CITIBANK,N.A.

CREDITSUISSE FIRST BOSTON INTERNATIONAL

J.P.MORGAN PLC

JPMORGANCHASE BANK, N.A.

 

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