Exhibit 2.6  EXECUTION
COPY  JSG FUNDING PLC  and  DEUTSCHE BANK TRUST COMPANY
AMERICAS  As Book-Entry Depositary,  DEUTSCHE BANK TRUST COMPANY
AMERICAS  As Note Custodian  and  THE OWNERS OF BOOK-ENTRY
INTERESTS  in  7.75% Senior Subordinated
Notes due 2015  
  DOLLAR DEPOSIT AND CUSTODY
AGREEMENT  Dated as
of January 31, 2005


DOLLAR DEPOSIT AND CUSTODY
AGREEMENT  THIS AGREEMENT (the Agreement) is made as of this
31st day of January, 2005 by and among JSG Funding plc, a public limited
company incorporated and existing under the laws of Ireland (the Issuer),
which is party hereto for the limited purposes referred to herein, Deutsche
Bank Trust Company Americas, as the Book-Entry Depositary (as defined below),
Deutsche Bank Trust Company Americas, as the Note Custodian (as defined
below), and owners from time to time of Book-Entry Interests.  ARTICLE ONEDEFINITIONS AND OTHER GENERAL PROVISIONS  SECTION 1.01  Definitions.  The following terms, as used herein, have the
following meanings:  Additional Amounts shall have the meaning ascribed
to it in Section 2.15 hereof.  Affiliate shall have the meaning ascribed to it in
the Indenture.  Board Resolution shall have the meaning ascribed
to it in the Indenture.  Book-Entry Depositary means the party named as
such in this Agreement or its nominee or the custodian for either until a
successor shall have become such pursuant to Section 3.08 hereof, and
thereafter Book-Entry Depositary shall mean its successor or its nominee or
the custodian for either.  Book-Entry Interests means beneficial interests in
any Certificateless Depositary Interests issued pursuant to this Agreement and
reflected on the records maintained by the Book-Entry Depositary, which are
eligible for trading through the book-entry system of a Depositary.  References to Book-Entry Interests in a
Global Note should be understood to mean Book-Entry Interests in the
Certificateless Depositary Interest issued with respect to such Global Note.  Business Day shall have the meaning ascribed to it
in the Indenture.  Certificateless Depositary Interests means an
interest in a Global Note held by the Book-Entry Depositary that (i) shall
at all times prior to the issuance of Definitive Notes in respect thereof
represent the right to receive 100% of the principal, premium (if any),
interest, and Additional Amounts (if any) of the underlying Global Note and the
right to require the Book-Entry Depositary to procure the issue of one or more
Definitive Notes representing up to 100% of the principal amount represented by
such Global Note and (ii) is issued by the Book-Entry Depositary to a
Depositary or its nominee.  Company Order shall have the meaning ascribed to
it in the Indenture.


Corporate Trust Office means the offices of the Book-Entry
Depositary in New York City, at which any particular time its corporate trust
business shall be principally administered, which at the date hereof is located
at 60 Wall Street, 27th floor  MS NYC60-2710, New York, New
York, 10005.The Corporate Trust Office will at all times be outside
Ireland.  Definitive Notes shall have the meaning ascribed
to them in the Indenture.  Depositary means DTC or any successor thereto as
the owner of the Certificateless Depositary Interests and indicated as such in
the records of the Book-Entry Depositary.  DTC means The Depository Trust Company or its
nominee.  Event of Default shall have the meaning ascribed
to it in the Indenture.  Exchange Offer shall have the meaning ascribed to
it in the Indenture.  Letter of Representations means a Letter of
Representations to DTC from the Issuer pertaining to the Notes.  Global Notes shall have the meaning ascribed to
them in the Indenture.  References to the
Global Notes shall mean each of the Regulation S Global Notes and the Rule 144A
Global Notes.  Holder shall have the meaning ascribed to it in
the Indenture.  Indenture means the Dollar Indenture of even date
among the Issuer, Deutsche Bank Trust Company Americas, as Trustee, and
Deutsche Bank Luxembourg S.A. as Paying Agent and transfer agent, relating to
7.75% Senior Subordinated Notes due 2015 of the Issuer as originally executed
or as it may from time to time be supplemented or amended by one or more
indentures supplemental thereto entered into pursuant to the applicable
provisions thereof, including for all purposes the provisions of the TIA that
are deemed to be part of and govern such instrument.  Issuer means the party named as such in this
Agreement until a successor replaces it pursuant to the applicable provisions
of the Indenture and, thereafter, means the successor.  Note Custodian means Deutsche Bank Trust Company
Americas at its corporate trust offices at 60 Wall Street, 27th
floor  MS NYC60-2710, New York, New York, 10005, in its capacity as
custodian of the Global Notes and its successors.  Notes shall have the meaning ascribed to them in
the Indenture.  Officers Certificate shall have the meaning
ascribed to it in the Indenture.  2


Opinion of Counsel means a written opinion from
legal counsel, who may be counsel to the Issuer and who shall otherwise be
reasonably satisfactory to the Book-Entry Depositary.  Participants shall have the meaning ascribed to
them in Section 2.02(a).  Person shall have the meaning ascribed to it in
the Indenture.  Regulation S Global Notes shall have the meaning
ascribed to them in the Indenture.  Responsible Officer means, with respect to the
Book-Entry Depositary, any director, managing director, vice president,
assistant vice president, corporate trust officer, assistant corporate trust
officer, secretary, assistant secretary, treasurer, assistant treasurer,
associate or any other officer or assistant officer of the Book-Entry
Depositary customarily performing functions similar to those performed by the
persons who at that time shall be such officers having direct responsibility
for the administration of this Agreement, and also means, with respect to a
particular corporate trust matter, any other officer to whom such trust matter
is referred because of his or her knowledge of and familiarity with the
particular subject.  Restricted Period means the period of 41
consecutive days beginning on and including the later of (i) the day on
which Notes are first offered to persons other than distributors (as defined in
Regulation S under the Securities Act) in reliance on Regulation S
and (ii) the day on which the closing of the offering of the Notes occurs.  Rule 144A Global Notes shall have the meaning
ascribed to them in the Indenture.  Securities Act means the United States Securities
Act of 1933, as amended.  TIA shall have the meaning ascribed to it in the
Indenture.  Trustee means the Person acting as Trustee under
the Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions of the Indenture, and thereafter Trustee shall mean
such successor Trustee.  Unrestricted Global Note means a Global Note other
than a Rule 144A Global Note (but which may be a Regulation S Global
Note), with respect to which Book-Entry Interests therein may be transferable
without material restriction under the Securities Act.  SECTION 1.02  Rulesof Construction.  Unless the context otherwise requires:  (1) a term has the meaning assigned to
it; (2) any capitalized term not otherwise defined herein shall have the
meaning ascribed to it in the Indenture; (3)  or is not exclusive; (4) 
including means including without limitation; (5) words in the singular
include the plural and words in the plural include the singular; and (6) the
words herein, hereof and hereunder and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or
other subdivision.  3


ARTICLE TWOBOOK- ENTRY INTERESTS  SECTION 2.01  Depositof the Global Note.  The Note Custodian hereby accepts custody of the
Global Notes for and on behalf of the Book-Entry Depositary and shall act as
custodian thereof for and on behalf of the Book-Entry Depositary in accordance
with the terms of this Agreement.  The
Note Custodian shall hold such Global Notes at its corporate trust office at
360 Wall Street, 27th floor  MS NYC60-2710, New York, New
York, 10005 or at such other place or places outside Ireland as the Book-Entry
Depositary may determine with the prior written consent of the Issuer and the
Book-Entry Depositary shall issue a Certificateless Depositary Interest with
respect to each Global Note in accordance with the Letter of
Representations.  For the avoidance of
doubt, the Book-Entry Depositary shall not act out of or through any branch in
Ireland in connection with any of the functions contemplated by this Agreement.The
Certificateless Depositary Interests shall be issuable only to a
Depositary.  Nothing in this Agreement
shall affect the legal rights of the Holder of any Global Note or the
obligations of the Issuer or the Trustee to such Holder.  SECTION 2.02  Book-Entry System.  (a)           Upon acceptance by the Depositary of
the Certificateless Depositary Interests representing interests in the Global
Notes for entry into its book-entry settlement system in accordance with the
terms of the Letter of Representations, Book-Entry Interests will be issued by
the Depositary and traded through the book-entry systems of the Depositary, and
ownership of such Book-Entry Interests shall be shown in, and the transfer of
such ownership shall be effected only through, records maintained by (i) the
Depositary or (ii) institutions that have accounts with the Depositary (Participants).  Book-Entry Interests shall be transferable
only as units representing authorized denominations of the Notes and in the
manner contemplated by the Indenture.  (b)           Except as provided in Section 2.05,
no owner of Book-Entry Interests shall be entitled to receive a Definitive Note
on account of such ownership or in exchange for beneficial interests in Global
Notes and such owners interest therein shall be shown only in accordance with
the procedures set forth in the Letter of Representations.  SECTION 2.03  Proceduresin the Event of an Exchange Offer.  Upon receipt by the Book-Entry Depositary or the
Note Custodian as holder of the Global Notes for on behalf of the Book-Entry
Depositary of notice of either the commencement of an Exchange Offer or the
implementation of arrangements permitting the resale by holders of Notes
pursuant to the registration provisions of the Securities Act, the Book-Entry
Depositary or the Note Custodian will forward to the Depositary materials
relating to such Exchange Offer or other arrangements with any additional
instructions applicable to owners of Book-Entry Interests.  In the case of an Exchange Offer, upon notice
by the Depositary of the principal amount of Book-Entry Interests in the
Regulation S Global Note or the Rule 144A Global Note (as applicable)
tendered in response to the Exchange Offer, the Book-Entry  4


Depositary or the Note Custodian shall (i) deliver
to the Trustee that portion of each Global Note with respect to which
Book-Entry Interests have been tendered and received in exchange therefor (to
the extent such portions of such Global Note are accepted pursuant to the
Exchange Offer) and shall receive from the Trustee a new Unrestricted Global
Note in like principal amount as the Book-Entry Interests tendered in respect
of such Global Notes which such new Unrestricted Global Note shall be
substantially in the form of the Global Note set out in Exhibit C of the
Indenture, (ii) issue to the applicable Depositary a new Certificateless
Depositary Interest representing an interest in the new Unrestricted Global
Note, (iii) record any changes in the principal amount of the
Certificateless Depositary Interests representing interests in each of the
Regulation S Global Note, the Rule 144A Global Note and the Unrestricted
Global Note and (iv) notify the Depositary of any such changes.  Book-Entry Interests in each Unrestricted
Global Note shall be assigned a CUSIP number different from those assigned to
Book-Entry Interests in the Rule 144A Global Notes or the Regulation S
Global Notes (if such Unrestricted Global Note is not a Regulation S Global
Note).  SECTION 2.04  Recordof Transfer of the Certificateless Depositary Interests.  The Issuer hereby appoints the Book-Entry Depositary
as its agent for the sole purpose of maintaining at its Corporate Trust Office
records in which it shall (i) record the Depositary as the initial owners
of the Certificateless Depositary Interests, (ii) record the transfer of
any Certificateless Depositary Interests and (iii) record the increases
and decreases in the principal amount represented by Certificateless Depositary
Interests in such Global Note.  The
Certificateless Depositary Interests shall not be transferred (i) except
as a whole and only to a Depositary, (ii) unless such transfer is noted in
the records of the Book-Entry Depositary and (iii) unless such transfer is
confirmed by the Depositary and ownership of the Certificateless Depositary
Interests are transferred to and registered in the name of a Depositary,
authorized by the transferor Depositary and approved by the Issuer.  The Book-Entry Depositary shall not recognize
any transfer or exchange of ownership of the Certificateless Depositary
Interests that does not comply with the provisions of this Section 2.03.  The Book-Entry Depositary shall treat the
Person in whose name a Certificateless Depositary Interest is recorded in its
records as the owner thereof for all purposes whatsoever and shall not be bound
or affected by any notice to the contrary, other than an order of a court
having jurisdiction over the Book-Entry Depositary.  The foregoing paragraph shall not (i) impose an
obligation on the Book-Entry Depositary or the Note Custodian to record the
interests in or transfers of Book-Entry Interests held by Participants in a
Depositary or Persons that may hold Book-Entry Interests through Participants
in a Depositary or (ii) restrict transfers of such Book-Entry Interests held
by Participants in a Depositary or such Persons.  In connection with the Book-Entry Depositarys
appointment as the Issuers agent under this Section 2.04, the Issuer
shall have such rights and obligations as regards removal of the Book-Entry
Depositary and appointment of a successor as are specified in Section 3.06
hereof.  5


SECTION 2.05  Transferof the Global Notes.  The Note Custodian shall hold each Global Note in
custody for and on behalf of theBook-Entry
Depositary.  Neither the Note Custodian
nor the Book-Entry Depositary shall transfer or lend any Global Note or any
interest therein except (i) as provided by Section 2.7 of the
Indenture or Section 2.03 of this Agreement, (ii) a Global Note may be
exchanged or replaced pursuant to Section 2.8 of the Indenture, (iii) any
Global Note may be delivered to the Trustee for cancellation pursuant to Section 2.12
of the Indenture and (iv) that Global Notes may be transferred as a whole (A) by
the Book-Entry Depositary to a nominee or custodian of the Book-Entry
Depositary or (B) by a nominee or custodian of the Book-Entry Depositary
to the Book-Entry Depositary or, in the case of each (A) and (B), to
another successor of the Book-Entry Depositary or a nominee or custodian of
such successor, located outside Ireland who becomes such a successor in
accordance with the provisions of Sections 3.06 and 3.07 hereof (and, in the
case of clause (iv), who is acceptable to the Issuer).  Notwithstanding the foregoing, the Note
Custodian and the Book-Entry Depositary shall not under any circumstances
surrender or deliver any Global Notes to a Depositary.  If (a) the Depositary notifies the
Issuer at any time that it is unwilling or unable to continue as depositary for
Certificateless Depositary Interests representing the Global Notes and a
successor depositary is not appointed within 90 days of such notification,
(b) the Book-Entry Depositary notifies the Issuer at any time that it is
unwilling or unable to continue as book-entry depositary and a successor book-entry
depositary is not appointed by issuer within 90 days, (c) the
Depositary requests the issuance of Definitive Notes following an Event of
Default under the Indenture, (d) at any time if the Issuer in its sole discretion
determines and notifies the Trustee that it elects to cause the issuance of
Definitive Notes (in whole (but not in part)), (e) The Depository Trust
Company ceases to be registered as a clearing agency under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
within 90 days, or (f) an Event of Default occurs and is continuing
and the Issuer is required pursuant to the terms of the Indenture to exchange
all or part of a Global Note for one or more Definitive Notes, then the Book-Entry
Depositary shall promptly notify the Note Custodian and the Trustee and request
the Trustee to issue Definitive Notes in such names and denominations as the
Holder shall specify in accordance with Article Two of the Indenture and
the Book-Entry Depositary agrees that in such event it will promptly surrender,
or cause the Note Custodian to surrender, the Global Notes held by it to the
Trustee in connection with such exchange and that such Global Notes will be
cancelled upon issuance of such Definitive Notes.  In no event will Definitive Notes be issued
in bearer form.  Delivery of Definitive Notes pursuant to this Section 2.05
shall be made free of any fees of the Book-Entry Depositary to the Depositary
or the beneficial owner thereof.  SECTION 2.06  Cancellation.  If any Global Note is surrendered for payment or for
redemption or purchase by the Issuer of Notes evidenced thereby or for exchange
for Definitive Notes to any Person other than the Trustee, then such Global
Note shall, subject to the provisions of this Article II, become void and
be delivered to the Trustee for cancellation in whole or in part.  6


SECTION 2.07  Paymentsin Respect of the Certificateless Depositary Interests and Global
Notes.  (a)           Whenever the Book-Entry Depositary
shall receive from the Trustee (or other paying agent appointed under the
Indenture) any payment on any Global Note, the amount so received shall be
distributed promptly to the Depositary entitled thereto on the corresponding
payment date for such Global Note.  So
long as DTC is the Depositary, such payments shall be made in accordance with
the Letter of Representations.  (b)           The Book-Entry Depositary shall
forward to the Issuer or its agents such information from its records as the
Issuer may reasonably request to enable the Issuer or its agents to file
necessary reports with governmental agencies and the Book-Entry Depositary, the
Issuer or their agents may (but shall not be required to) file any such reports
necessary to obtain benefits under any applicable tax treaties for the
Depositary or beneficial owners of Book-Entry Interests.  (c)           None of the Issuer, the Trustee, the
Book-Entry Depositary, the Note Custodian or any agent of the Issuer, the Trustee
or the Book-Entry Depositary shall have any responsibility or liability for any
aspect of the records relating to payments made by a Depositary (or its direct
or indirect Participants) on account of Book-Entry Interests or for
maintaining, supervising or reviewing any records relating to such Book-Entry
Interests.  (d)           Notwithstanding any other provision
of this Agreement, the Book-Entry Depositary shall be required to pay to any
Depositary only amounts (including Additional Amounts) received by the Book-Entry
Depositary under a Global Note in which such Depositary holds an interest.  SECTION 2.08  Changein Principal Amount of Global Notes.  (a)           Upon transfer or exchange of a
beneficial interest in one Global Note for another Global Note as provided in Section 2.7
of the Indenture or upon the issuance of Definitive Notes in accordance with Section 2.6
of the Indenture, the Book-Entry Depositary shall adjust accordingly the
principal amounts of the Certificateless Depositary Interests and shall confirm
such adjustments with the applicable Depositary.  The Book-Entry Depositary shall present the
Global Notes to the Trustee or its agent to reduce or increase the principal
amount thereof in accordance with Section 2.7 of the Indenture.  (b)           In the event that the Issuer
exercises any right of redemption in respect of any Notes constituting all or
any part of a Global Note or purchases any Notes constituting all or any part
of a Global Note pursuant to an offer to purchase Notes pursuant to the
Indenture, the Book-Entry Depositary shall promptly cause the Note Custodian to
request the Trustee to adjust its records and request the Trustee to endorse
the applicable Schedule to such Global Note, in each case to reflect the
reduction in the principal amount of such Global Note as a result of such
redemption or purchase.  The redemption
price or purchase price payable in connection with the redemption or purchase
of a portion of such Global Note shall be equal to the amount received by the
Book-Entry Depositary in respect of the aggregate principal amount of the Notes
so redeemed or purchased.  In addition,
the Book-Entry Depositary shall cause the Note Custodian  7


to
notify the Depositary of the principal amount redeemed and of a corresponding
reduction of the same principal amount of the applicable Certificateless
Depositary Interest.  The Book-Entry
Depositary shall pay all such amounts received by it in connection with such
redemption to the Depositary.  (c)           Whenever the principal amount at
maturity of a Global Note is changed by the Trustee, the Book-Entry Depositary
shall cause the Note Custodian to notify the Depositary in each case of the
corresponding change in the principal amount of the related Certificateless
Depositary Interest.  SECTION 2.09  Offerto Purchase Notes and Book-Entry Interests.  Upon receipt by the Book-Entry Depositary as Holder
of the Global Note of a notice of redemption of the Notes pursuant to the
Indenture, the Book-Entry Depositary will forward such notice of redemption to
the applicable Depositary with any additional instructions applicable to owners
of Book-Entry Interests.  Upon notice by
the Depositary of the principal amount of Book-Entry Interests tendered for
purchase in response to such notice of redemption, the Book-Entry Depositary
will cause the Note Custodian to surrender the applicable Global Note in
accordance with the instructions set forth in the notice of redemption,
indicating the portion of the principal amount of the Global Note that is being
tendered for purchase pursuant to the notice of redemption.  Upon receipt of any payment resulting from
the notice of redemption, the Book-Entry Depositary shall pay any amounts
received to the Depositary, indicate the principal amount of the Global Note
reduced by the Trustee in connection with the notice of redemption and notify
the Depositary of a corresponding reduction in the principal amount of the
applicable Certificateless Depositary Interest.  SECTION 2.10  Transfersand Transfer Restrictions.  Transfers and exchanges of Book-Entry Interests of
the kinds specified in Section 2.7 of the Indenture shall be made only in
accordance with said Section 2.7 and the Letter of Representations.  The parties hereto acknowledge that pursuant to
arrangements with the Depositary, during the Restricted Period, any trades in
Book-Entry Interests in a Regulation S Global Note shall only occur in or
through accounts maintained at Euroclear and Clearstream.  Each owner of Book-Entry Interests in the Rule 144A
Global Note understands that such Book-Entry Interests have not been registered
under the Securities Act and may not be offered, resold, pledged or otherwise
transferred by such owner except (a)(i) to a person who such owner
reasonably believes is a qualified institutional buyer acquiring for its own
account or the account of a qualified institutional buyer in a transaction
meeting the requirements of Rule 144A, (ii) in an offshore
transaction meeting the requirements of Rule 903 or Rule 904 of
Regulation S, (iii) pursuant to an exemption from registration under
the Securities Act provided by Rule 144 thereunder (if available) or (iv) pursuant
to an effective registration statement under the Securities Act and (b) in
accordance with all applicable securities laws of the states of the United
States and other jurisdictions.  8


SECTION 2.11  RecordDate.  Whenever any payment is to be made in respect of the
Global Notes, the Book-Entry Depositary or the Note Custodian shall receive
notice of any action to be taken by the Depositary or holders of Book-Entry
Interests (such notice to be given only through the Depositary), or whenever
the Issuer otherwise deems it appropriate in respect of any other matter, the
Issuer shall fix a record date for the determination of the aggregate principal
amount of Global Notes represented by Certificateless Depositary Interests or
the holder who shall be entitled to receive payment in respect of
Certificateless Depositary Interests or to take any such action or to act in
respect of any such matter, which record date shall at all times be the record
date for the Global Notes.  Subject to
the provisions of this Agreement, only the Depositary in whose names the
Certificateless Depositary Interests are recorded on the records of the Book-Entry
Depositary at the close of business on such record date shall be entitled to
receive any such payment, to give instructions as to such action or to act in
respect of any such matter.  SECTION 2.12  Actionin Respect of the Certificateless Depositary Interests or the Global
Notes.  As soon as practicable, but not later than 10 days
after receipt by the Book-Entry Depositary or the Note Custodian of notice of
any solicitation of consents or request for a waiver or other action by the
Depositary or owners of Book-Entry Interests or by the Book-Entry Depositary
under this Agreement, the Book-Entry Depositary shall mail to the Depositary a
notice containing (a) such information as is contained in the notice
received, (b) a statement that the Depositary at the close of business on
a specified record date (established in accordance with Section 2.11
hereof) will be entitled, subject to the provisions of or governing the
Certificateless Depositary Interests or Global Notes, as the case may be, to
instruct the Book-Entry Depositary as to the consent, waiver or other action,
if any, pertaining to the Certificateless Depositary Interests or Global Notes,
as the case may be, and (c) a statement as to the manner in which such
instructions may be given.  Upon the
written request of the Depositary received on or before the date established by
the Issuer for such purpose, the Book-Entry Depositary shall, or if applicable,
shall cause the Note Custodian to, endeavor insofar as practicable and
permitted under the provisions governing the Certificateless Depositary
Interests or Global Notes, as the case may be, to take such action regarding
the requested consent, waiver or other action in respect of such Certificateless
Depositary Interest or Global Note, as the case may be, in accordance with any
instructions set forth in such request. 
The Book-Entry Depositary and the Note Custodian shall not themselves
exercise any discretion in the granting of consents or waivers or the taking of
any other action in respect of the Certificateless Depositary Interests, the
Book-Entry Interests or Global Notes.  SECTION 2.13  ChangesAffecting the Global Notes.  Upon any reclassification of the Global Notes or
upon any merger or consolidation or sale of substantially all the assets
affecting the Issuer or to which the Issuer is a party, any securities that
shall be received by the Book-Entry Depositary or the Note Custodian in
exchange for or in respect of a Global Note shall be treated as a new Global
Note or as part of the Global Note under this Agreement and any corresponding
Certificateless Depositary Interest shall thenceforth represent such Global
Note, including such new securities so received.  9


SECTION 2.14  Reports.  The Book-Entry Depositary and the Note Custodian
will as soon as practicable (and in no event later than 10 days from receipt)
send to the Depositaries a copy of any notices, reports and other communications
received relating to the Issuer, the Global Notes or the Book-Entry Interests.  SECTION 2.15  AdditionalAmounts.  At least 10 days prior to the first date on which
payment of principal, premium, if any, or interest on the Notes is to be made,
and at least 10 days prior to any subsequent such date if there has been any
change with respect to the matters set forth in the Officers Certificate
described in Section 4.20 of the Indenture, the Issuer will furnish the
Book-Entry Depositary with an Officers Certificate specifying whether such
payment of principal, premium, if any, or interest on the Notes shall be made
without withholding or deduction for, or on account of, any Taxes and the
amount, if any, required to be withheld on such payments and the amount, if
any, of additional amounts payable, net of amounts to which the Depositary or
owner of Book-Entry Interests is not entitled. 
The Book-Entry Depositary shall have no responsibility for determining
whether the Depositary or any owner of a Book-Entry Interest is entitled to the
payment of Additional Amounts, but shall be entitled to rely conclusively for
this purpose on the Officers Certificate or on certifications from the
Depositary.  The Issuer shall, prior to
the date on which the Book-Entry Depositary is required to make such payment,
pay to the Book-Entry Depositary amounts equal to any Additional Amounts
payable on such date by the Book-Entry Depositary under this Agreement.  The Issuer shall indemnify the Book-Entry
Depositary for, and hold it harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out
of or in connection with actions taken or omitted by it in reliance on any
Officers Certificate furnished to them pursuant to this Section 2.15 or
failure to furnish any such Officers Certificate.  Notwithstanding anything to the contrary
provided above, the Book-Entry Depositary shall pay or cause to be paid
Additional Amounts only out of funds that shall be received by it from the
Issuer for that purpose.  ARTICLE THREETHE BOOK-ENTRY DEPOSITARY AND THE NOTE CUSTODIAN  SECTION 3.01  CertainDuties and Responsibilities.  (a)           The Book-Entry Depositary and the
Note Custodian undertake to perform such duties and only such duties as are
specifically set forth in this Agreement. 
The Book-Entry Depositary may perform or execute any of its duties or
powers hereunder either directly or through its agents.  The Book-Entry Depositary and the Note Custodian
shall not incur any liability to any Depositary with respect to any
Certificateless Depositary Interest, any owner of Book-Entry Interests or any
other Person hereunder or in connection herewith if, by reason of any provision
of any present or future law or regulation of any governmental or regulatory
authority or securities exchange, or by reason of any act of God or war or
other circumstance beyond the  10


control of the Book-Entry Depositary and the Note
Custodian, the Book-Entry Depositary and the Note Custodian shall be prevented
or forbidden from doing or performing any act or thing that the terms of this
Agreement provide shall be done or performed.  The Book-Entry Depositary and the Note Custodian
shall not be liable under this Agreement other than by reason of their own bad
faith, willful misconduct or negligence in the performance of such duties as
are specifically set forth in this Agreement. 
The Book-Entry Depositary and the Note Custodian shall not be liable for
any damages resulting from the transfer or delivery of the Book-Entry Interests
in accordance with the terms of this Agreement. 
The Book-Entry Depositary and the Note Custodian shall not be liable for
any action or inaction by them done in good faith reliance upon the written
advice of legal counsel.  The Book-EntryDepositary and the Note Custodian may rely
upon any written notice, request, direction or other document believed by them
in good faith to be genuine and to have been signed or presented by the proper
party or parties.  The Book-Entry Depositary and the Note Custodian
assume no obligation nor shall they be subject to any liability under this
Agreement to any Depositary or any owner of Book-Entry Interests or any other
Person (including, without limitation, liability with respect to the validity
or worth of the Notes), other than that they agree to use their good faith and
reasonable care in the performance of such duties as are specifically set forth
in this Agreement.  The Book-Entry Depositary and the Note Custodian
make no representation or warranty and shall at no time have any responsibility
for, or liability or obligation in respect of, the legality, validity, binding
effect, adequacy or enforceability of the Notes, the performance and observance
by the Issuer of its obligations under the Notes or the recoverability of any
sum of interest and principal due or to become due from the Issuer in respect
of the Notes.  The Book-Entry Depositary and the Note Custodian
shall at no time have any responsibility for, or obligation or liability in
respect of, the financial condition, creditworthiness, affairs, status or
nature of the Issuer.  The Book-Entry Depositary and the Note Custodian
shall not be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any Note or in respect of the Book-Entry
Interests, or take any other action or omit to take any action under this
Agreement, which in their opinion may involve them in expense or liability,
unless reasonable security or indemnity against the cost, expenses and
liabilities which may be incurred by them in connection therewith is furnished.  The Book-Entry Depositary and the Note Custodian
shall not be liable for any acts or omissions made by a successor depositary or
successor note custodian whether in connection with a previous act or omission
of the Book-Entry Depositary or Note Custodian or in connection with a matter
arising wholly after the removal or resignation of the Book-Entry Depositary or
Note Custodian, provided that the Book-Entry Depositary or Note Custodian,
exercised its good faith and reasonable care while it acted as Book-Entry
Depositary or Note Custodian, as the case may be.  11


The Book-Entry Depositary and the Note Custodian may
own and deal in any class of securities of the Issuer and its affiliates and in
interests in the Book-Entry Interests. 
The Book-Entry Depositary and the Note Custodian may enter into other
dealings with the Issuer or any of its Affiliates of any nature whatsoever.  SECTION 3.02  NotResponsible for Recitals or Issuance of Notes.  The recitals contained in the Indenture and in the
Notes, except the Trustees certificates of authentication, shall be taken as
the statements of the Issuer and the Book-Entry Depositary and the Note
Custodian do not assume responsibility for their correctness.  The Book-Entry Depositary and the Note
Custodian do not make representations as to the validity or sufficiency of this
Agreement or of the Notes or of any offering materials.  The Book-Entry Depositary and the Note
Custodian shall not be accountable for the use or application by the Issuer of
the proceeds with respect to the Notes.  SECTION 3.03  MoneyHeld in Trust.  Money held by the Book-Entry Depositary or the Note
Custodian in trust hereunder need not be segregated from other funds held by
the Book-Entry Depositary or the Note Custodian, except to the extent required
by law.  The Book-Entry Depositary and
the Note Custodian shall not be under any obligation to invest or pay interest
on any money received by it hereunder, except as otherwise agreed with the
Depositary (or in the absence of such an agreement, with the Issuer).  SECTION 3.04  Compensationand Reimbursement.  The Issuer agrees:  (a)           to pay to the Book-Entry Depositary
and the Note Custodian from time to time such compensation as agreed between
the Issuer and them in writing for all services tendered by the Book-Entry
Depositary or the Note Custodian, as the case may be, hereunder (which
compensation shall not be limited by any provision of law with regard to the
compensation of a trustee of an express trust);  (b)           to reimburse the Book-Entry
Depositary and the Note Custodian and any predecessor Book-Entry Depositary or
predecessor Note Custodian upon their request for all reasonable expenses,
disbursements and advances incurred or made by the Book-Entry Depositary or by
the Note Custodian in accordance with any provision of this Agreement
(including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, disbursement or advance as
may be attributable to its gross negligence or bad faith; and  (c)           to indemnify the Book-Entry
Depositary and its agents and the Note Custodian and any predecessor Book-Entry
Depositary or predecessor Note Custodian for, and to hold them harmless
against, any loss, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or
administration of this Agreement and its duties hereunder, including the costs
and  12


expenses of defending themselves against or
investigating any claim of liability in connection with the exercise or
performance of any of their powers or duties hereunder.  The obligations of the Issuer under this Section 3.04
to compensate and indemnify the Book-Entry Depositary and the Note Custodian
and any predecessor Book-Entry Depositary or predecessor Note Custodian and to
pay or reimburse the Book-Entry Depositary and the Note Custodian and any
predecessor Book-Entry Depositary or predecessor Note Custodian for expenses,
disbursements and advances shall survive the payment of the Global Notes,
resignation or removal of the Book-Entry Depositary or the Note Custodian and
satisfaction, discharge or other termination of this Agreement.  The Book-Entry Depositary and the Note Custodian
shall not be responsible for (1) taxes and other governmental charges or (2) such
registration fees as may from time to time be in effect for the registration of
transfers of interests in the certificated depositary interests.  SECTION 3.05  GlobalDepositaries Required; Eligibility.  At all times when there is a Book-Entry Depositary
and a Note Custodian hereunder, each of them shall be a corporation organized
and doing business under the laws of a jurisdiction other than Ireland having,
together with its parent, a combined capital and surplus of at least
$250,000,000, subject to supervision or examination by the relevant
governmental or regulatory authority, and willing to act on reasonable
terms.  Such corporation will have its
principal place of business in New York City, as the case may be, if there be
such a corporation in such location willing to act upon reasonable and
customary terms and conditions.  If such
corporation, or its parent, publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 3.05, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time
the Book-Entry Depositary or the Note Custodian shall cease to be eligible in
accordance with the provisions of this Section 3.05, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.  The Issuer shall have executed
a Letter of Representations to DTC acceptable in form and substance to DTC with
respect to the Certificateless Book-Entry Interests.  SECTION 3.06  Resignationand Removal; Appointment of Successor.  (a)           No resignation or removal of the
Book-Entry Depositary or the Note Custodian and no appointment of a successor
Book-Entry Depositary or a successor Note Custodian pursuant to this Article Three
shall become effective until (i) the acceptance of appointment by the
successor Book-Entry Depositary or the successor Note Custodian, as the case
may be, in accordance with the applicable requirements of Section 3.07
hereof or (ii) the issuance of Definitive Notes in accordance with
Sections 2.05 and 2.08 hereof.  (b)           The Book-Entry Depositary or the Note
Custodian may resign with respect to the Global Notes by giving written notice
thereof to the Issuer and the Depositary and the Trustee, in accordance with Section 4.01
and Section 4.02 hereof, 60 days prior to the effective date of such
resignation. The Book-Entry Depositary or the Note Custodian may be removed at  13


any time
upon 90 days notice by the filing with it and the Trustee of an instrument in
writing signed on behalf of the Issuer and specifying such removal and the date
when it is intended to become effective. 
If the instrument of acceptance by a successor Book-Entry Depositary
required by Section 3.08 hereof shall not have been delivered to the
Book-Entry Depositary within 30 days after the giving of such notice of
resignation, the resigning Book-Entry Depositary or the resigning Note
Custodian may petition any court of competent jurisdiction for the appointment
of a successor Book-Entry Depositary or a successor Note Custodian, as
applicable.  If, at the end of 90 days
after the delivery of such notice, no successor depositary has been appointed
and has accepted such appointment, the Book-Entry Depositary may terminate this
Agreement.  (c)           If at any time:  (1)           the
Book-Entry Depositary or the Note Custodian shall cease to be eligible under Section 3.05
hereof, and shall fail to resign after written request therefor by the Issuer
or by any Depositary; or  (2)           the Book-Entry Depositary or the Note
Custodian shall become incapable of acting with respect to the Certificateless
Depositary Interests or shall be adjudged a bankrupt or insolvent, or a
receiver or liquidator of the Book-Entry Depositary or the Note Custodian or of
their respective property shall be appointed or any public officer shall take
charge or control of the Book-Entry Depositary or the Note Custodian or of
their respective property or affairs for the purpose of rehabilitation,
conservation or liquidation,  then, in any such case, (i) the
Issuer, by Board Resolution, may immediately remove the Book-Entry Depositary
or the Note Custodian and appoint a successor Book-Entry Depositary or a
successor Note Custodian or (ii) the Depositary, the Book-Entry Depositary
or the Note Custodian may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Book-Entry Depositary or the Note Custodian and the appointment of a successor
Book-Entry Depositary or a successor Note Custodian unless the Definitive Notes
have been issued in accordance with the Indenture.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Book-Entry Depositary
or the Note Custodian and appoint a successor Book-Entry Depositary or a
successor Note Custodian.  (d)           If the Book-Entry Depositary or the
Note Custodian shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of the Book-Entry Depositary or the Note
Custodian for any cause, the Issuer, by Board Resolution, shall promptly
appoint a successor Book-Entry Depositary or a successor Note Custodian (other
than the Issuer) for the Book-Entry Depositary or the Note Custodian and shall
comply with the applicable requirements of Section 3.07 hereof.  If no successor Book-Entry Depositary or
successor Note Custodian with respect to the Global Notes shall have been so
appointed by the Issuer and accepted appointment in the manner required by Section 3.07,
any Holder may, on behalf of itself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor
Book-Entry Depositary or a successor Note Custodian unless Definitive Notes
have been issued in accordance with the Indenture.  14


(e)           The Issuer shall give, or shall cause
such successor Book-Entry Depositary or successor Note Custodian to give,
notice of each resignation and each removal of a Book-Entry Depositary or a
Note Custodian and each appointment of a successor Book-Entry Depositary or a
successor Note Custodian to the applicable Holder in accordance with Section 4.02
hereof.  Each notice shall include the
name of the successor Book-Entry Depositary or the successor Note Custodian, as
the case may be, and the address of its corporate trust office.  SECTION 3.07  Acceptanceof Appointment by Successor.  (a)           In case of the appointment hereunder
of a successor Book-Entry Depositary or a successor Note Custodian, every such
successor Book-Entry Depositary or successor Note Custodian so appointed shall
execute, acknowledge and deliver to the Issuer and to the retiring Book-Entry
Depositary or the retiring Note Custodian an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring
Book-Entry Depositary or the retiring Note Custodian shall become effective and
such successor Book-Entry Depositary or such successor Note Custodian, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, agencies and duties of the retiring Book-Entry Depositary or the retiring
Note Custodian, with like effect as if originally named as the Book-Entry
Depositary hereunder or the Note Custodian hereunder but, on the request of the
Issuer or a successor Book-Entry Depositary or a successor Note Custodian, the
retiring Book-Entry Depositary or the retiring Note Custodian shall, upon
payment of all amounts due and payable to it pursuant to Section 3.04
hereof, execute and deliver an instrument transferring to the successor
Book-Entry Depositary or the successor Note Custodian, as the case may be, all
the rights and powers of the retiring Book-Entry Depositary or the Note
Custodian and shall duly assign, transfer and deliver to the successor
Book-Entry Depositary or the successor Note Custodian all property and money
held by the retiring Book-Entry Depositary hereunder or the retiring Note
Custodian hereunder and shall deliver the Global Notes to the successor.  (b)           Upon request of any such successor
Book-Entry Depositary or the successor Note Custodian, the Issuer shall execute
any and all instruments for more fully and certainly vesting in and confirming
to the successor Book-Entry Depositary or the successor Note Custodian, as the
case may be, all such rights, powers and agencies referred to in paragraph (a) of
this Section 3.07.  (c)           No successor Book-Entry Depositary or
successor Note Custodian shall accept its appointment unless at the time of
such acceptance such successor Book-Entry Depositary or successor Note
Custodian shall be eligible under this Article Three.  (d)           Upon acceptance of appointment by any
successor Book-Entry Depositary or successor Note Custodian as provided in this
Section 3.07, the Issuer shall give notice thereof to the Depositary in
accordance with Section 4.02 hereof. 
If the acceptance of appointment is substantially contemporaneous with
the resignation of the Book-Entry Depositary or the Note Custodian, then the
notice called for by the preceding sentence may be combined with the notice
called for the Section 3.06 hereof. 
If the Issuer fails to give such notice within 15 days after acceptance
of appointment by a successor Book-Entry Depositary or a successor Note
Custodian, the successor Book-Entry Depositary or the successor Note Custodian
shall promptly cause such notice to be given at the expense of the Issuer.  15


SECTION 3.08  Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Book-Entry Depositary
or the Note Custodian may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Book-Entry Depositary or the Note Custodian shall be
a party, or any corporation succeeding to all or substantially all the agency
business of the Book-Entry Depositary or the Note Custodian, shall be the
successor of the Book-Entry Depositary hereunder or the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation shall be otherwise
eligible under this Article Three.  ARTICLE FOURMISCELLANEOUS PROVISIONS  SECTION 4.01  Noticesto Book-Entry Depositary, Note Custodian or Issuer.  Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with,  (a)           the Book-Entry Depositary by the
Depositary, the Trustee or the Issuer shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing and delivered (which may be by facsimile),
couriered or mailed and received, first-class postage prepaid, to the
Book-Entry Depositary at Trust and Securities Services, 60 Wall Street, 27th
floor  MS NYC60-2710, New York, New York, 10005, facsimile: +1-732-578-4635), or at any other address previously furnished in writing by
the Book-Entry Depositary to the Depositary, the Trustee and the Issuer,  (b)           the Issuer by the Book-Entry
Depositary shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if made, given, furnished or filed in writing and
delivered (which may be by facsimile), couriered or mailed and received,
first-class postage prepaid to JSG Funding plc, Beech Hill, Clonskeagh, Dublin
4, Ireland, Attention:  Secretary
(facsimile: +353 1 618 0618) with a copy (such copy not constituting notice) to
Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois,
60601, Attention:  Dennis Myers
(facsimile: +1 312 861 2200)) or at any other address previously furnished in
writing to such Book-Entry Depositary by the Issuer or  (c)           the Note Custodian by the Book-Entry
Depositary at its corporate trust office at Trust and Securities Services, 60
Wall Street, 27th floor  MS NYC60-2710, New York, New York,
10005, facsimile: +1-732-578-4635).  SECTION 4.02  Noticeto Depositary and Owners; 
Waiver.  Where this Agreement provides for notice to a
Depositary or owners of Book-Entry Interests of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided), if in writing
and sent by facsimile transmission or personally delivered,  16


couriered or mailed, first-class postage prepaid, to
the Depositary at the address notified to the Book-Entry Depositary, in each
case not later than the latest date, and not earlier that the earliest date,
prescribed for the giving of such notice. 
Where this Agreement provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by the Depositary
shall be filed with the Book-Entry Depositary, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.  So long as the Notes are listed
on the Luxembourg Stock Exchange and the rules of that stock exchange so
require, notices shall be also published in a leading newspaper having general
circulation in Luxembourg (which is expected to be theLuxemburger Wort) and such notice shall
be deemed to have been given on the date of such publication or, if published
more than once on different dates, on the first date on which publication is
made.  In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of
the Book-Entry Depositary shall constitute a sufficient notification for every
purpose hereunder.  SECTION 4.03  Effectof Headings.  The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.  SECTION 4.04  Successorsand Assigns.  All covenants and agreements of the Issuer in this
Agreement and the Notes shall bind the Issuers successors and assigns, whether
so expressed or not.  SECTION 4.05  SeparabilityClause.  In case any provision in this Agreement or in the
Notes shall be deemed invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions hereof and thereof shall not in
any way be affected or impaired thereby.  SECTION 4.06  Benefitsof Agreement.  Nothing in this Agreement, the Notes or the
Indenture, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, any benefits or any legal or equitable
right, remedy or claim under this Agreement. 
The owners from time to time of the Book-Entry Interests shall be
parties to this Agreement and, by their acceptance of delivery of the
Book-Entry Interests, shall be deemed to be bound by all of the terms and conditions
hereof and of the Indenture and the Notes.  SECTION 4.07  GoverningLaw.  This Agreement shall be governed by, and construed
in accordance with, the laws of the state of New York.  17


SECTION 4.08  Jurisdiction.  By the execution and delivery of this Agreement, the
Issuer (i) acknowledges that it has, by separate written instrument,
irrevocably designated and appointed National Registered Agents, Inc. as
its authorized agent upon which process may be serviced in any suit or
proceeding by either the Book-Entry Depositary or the Note Custodian arising
out of this Agreement that may be instituted in any Federal or State court in
the Borough of Manhattan, The City of New York, and acknowledges that National
Registered Agents, Inc. has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit or proceeding, and
waives any objection which it may now or hereafter have to the laying of venue
of any such proceeding or any claim of inconvenient forum and (iii) agrees
that service of process upon National Registered Agents, Inc. and written
notice of said service to it (couriered or mailed or delivered to its Secretary
at its principal office) shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. 
The Issuer further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments, as may be
necessary to continue such appointment of National Registered Agents, Inc.
in full force and effect so long as this Agreement shall be in full force and
effect and so long as any Global Note shall be outstanding.  To the extent that the Issuer has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution or otherwise) with respect to itself or its property, hereby
irrevocably waives such immunity in respect of its respective obligations under
this Agreement to the fullest extent permitted by law.  SECTION 4.09  Counterparts.  This Agreement may be executed in any number of
counterparts by the parties hereto on separate counterparts, each of which,
when so executed and delivered, shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.  SECTION 4.10  Inspectionof Agreement.  A copy of this Agreement shall be available at all
reasonable times during normal business hours at the Corporate Trust Office of
the Book-Entry Depositary for inspection upon reasonable prior written notice
by any owner of Book-Entry Interests.  SECTION 4.11  Satisfactionand Discharge.  This Agreement upon a Company Order shall cease to
be of further effect, and the Book-Entry Depositary and the Note Custodian, at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Agreement, when (i) the Indenture has
been satisfied and discharged pursuant to the provisions thereof or Definitive
Notes have been issued and the Global Notes have been cancelled in accordance
with the provisions of Sections 2.05 or 2.06 hereof and the Indenture, (ii) the
Issuer has paid or caused to be paid all sums payable hereunder by the Issuer
and (iii) the Issuer has delivered to the Book-Entry Depositary an
Officers Certificate and an Opinion of Counsel, stating that all conditions  18


precedent herein provided relating to the satisfaction
and discharge of this Agreement have been complied with.  SECTION 4.12  Amendments  The Issuer, the Book-Entry Depositary and the Note
Custodian may amend this Agreement without the consent of any Depositary or the
owners of Book-Entry Interests:  (a)           to cure
any ambiguity, omissions, defect or inconsistency;  (b)           to add to
the covenants and agreements of the Book-Entry Depositary or the Note Custodian
or the Issuer;  (c)           to
effectuate the assignment of the rights and duties of the Book-Entry Depositary
or the Note Custodian to a qualified successor, as provided herein;  (d)           to comply
with any requirements of the Securities and Exchange Commission and the TIA; or  (e)           to modify,
alter, amend or supplement this Agreement in any other manner that is not
adverse to any Depositary or the owners of Book-Entry Interests.  Except as set forth in this Section 4.12, no
amendment that adversely affects any Depositary or the owners of Book-Entry
Interests may be made to this Agreement or the Book-Entry Interests without the
consent of the applicable Depositary or the owners of Book-Entry Interests.  SECTION 4.13  Book-Entry Depositary and the Note Custodian To Sign Amendments.  The Book-Entry Depositary and the Note Custodian
shall sign any amendment authorized pursuant to Section 4.12 hereof if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Book-Entry Depositary and the Note Custodian.  If it does, the Book-Entry Depositary and the
Note Custodian may, but need not, sign it. 
In signing such amendment, the Book-Entry Depositary and the Note
Custodian shall be entitled to receive indemnity reasonably satisfactory to it
and to receive, and shall be fully protected in reasonably relying upon, an
Officers Certificate (which need only cover the matters set forth in clause (a) below)
and an Opinion of Counsel stating that:  (a)           such
amendment is authorized or permitted by this Agreement;  (b)           the Issuer
has all necessary corporate power and authority to execute and deliver the
amendment and that the execution, delivery and performance of such amendment
has been duly authorized by all necessary corporate action; and  (c)           such
amendment has been duly and validly executed and delivered by the Issuer, and
this Agreement together with such amendment constitutes a legal, valid and
binding obligation of the Issuer enforceable against the Issuer in accordance
with its terms, except as  19


such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors rights generally and general
equitable principles.  20


IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the date first written above.  JSG FUNDING PLCBy:
  /s/ GARY W. MCGANNName:
  Gary W. McGannTitle:
  Director and Chief Executive OfficerBy:
  /s/ IAN J. CURLEYName:
  Ian J. CurleyTitle:
  Director and Chief Financial Officer


DEUTSCHE BANK TRUST COMPANYAMERICASas Book-Entry DepositaryBy:
  /s/ RODNEY GAUGHANName:
  Rodney GaughanTitle:
  Assistant Vice PresidentDEUTSCHE BANK TRUST COMPANYAMERICASas Note CustodianBy:
  /s/ RODNEY GAUGHANName:
  Rodney GaughanTitle:
  Assistant Vice President