Exhibit 4.7  CONFORMED COPY  PRIORITY AGREEMENT  Dated 14th February 2003  BETWEEN  MDCP ACQUISITIONS LIMITED as the Parent   CERTAIN SUBSIDIARIES OF THE PARENT AS OBLIGORS   THE SENIOR CREDITORS, HEDGING BANKS, SPANISH BOND
CREDITORS, BOND TRUSTEE, JUNIOR CREDITORS AND INVESTORS   and   DEUTSCHE BANK AG LONDON as Senior Agent and Security Agent   
  relating, inter alia, to a Senior Facility Agreement dated 12th September, 2002 (as subsequently amended)  
   ALLEN & OVERY London BK:1033233.6


CONTENTS  Clause
  Page1.
  Definitions and
  Interpretation
  12.
  Ranking
  43.
  Undertakings
  44.
  Amendments
  55.
  Accession
  of Spanish Bond Creditors and Hedging Banks
  56.
  Warranties
  of Junior Creditor and Investors
  67.
  Permitted
  Intercompany Debt Payments
  68.
  Turnover
  89.
  Subordination on
  Insolvency
  910.
  Enforcement
  1211.
  Manner of Enforcement
  1312.
  Release of
  Senior Subordinated Guarantee
  1313.
  Consents and Limits
  1414.
  Subrogation
  1415.
  Protection of
  Subordination
  1416.
  Preservation of Debt
  1617.
  Power of Attorney
  1618.
  Expenses
  1619.
  Changes to the Parties
  1620.
  Status of Obligors
  1821.
  Notices
  1822.
  Waivers, Remedies
  Cumulative
  1923.
  The Senior Agent
  1924.
  Termination
  1925.
  Miscellaneous
  1926.
  Governing Law
  1927.
  Jurisdiction
  2028.
  Counterparts
  21Schedules
  Page1.
  The Obligors
  222.
  Investors
  253.
  Form of Deed of Accession
  264.
  Spanish Bond Creditors
  27Signatories
  28


THIS PRIORITY AGREEMENT is dated 14th February, 2003
and is made BETWEEN:  (1)MDCP
ACQUISITIONS LIMITED a company incorporated under
the laws of Ireland (No. 357957) with its registered office at Arthur Cox
Building, Earlsfort Terrace, Dublin 2 (the Parent);  (2)THE COMPANIES named in Schedule 1 as Obligors;  (3)THE BANKS AND
FINANCIAL INSTITUTIONS who are the Senior Creditors
at the date of this Agreement, represented by the Senior Agent;  (4)DEUTSCHE BANK
TRUST COMPANY AMERICAS as Bond Trustee;  (5)MADISON
DEARBORN PARTNERS (NETHERLANDS) B.V. as Junior
Creditor;  (6)THE BANKS AND
FINANCIAL INSTITUTIONS who are the Hedging Banks at
the date of this Agreement, represented by Deutsche Bank AG London;  (7)THE BANKS AND
FINANCIAL INSTITUTIONS (if any) named in Schedule 4
as Spanish Bond Creditors;  (8)THE FINANCIAL
INSTITUTIONS AND FUNDSnamed in Schedule 2 as
Investors; and  (9)DEUTSCHE BANK
AG LONDONas Senior Agent and Security Agent.  WHEREAS:  (A)The Parties are parties to the First
Priority Deed.  (B)Newco 1 is proposing to issue the
Additional Notes and to (i) lend an amount equal to the gross principal amount
thereof to the Company and (ii) pay to the Company any premium received by
Newco 1 for the issue of the Additional Notes (in each case) under the Second
Newco 1 Loan Agreement.  (C)The Parties intend that (i) the Bond
Trustee should have the same rights and obligations in respect of the
Additional Notes as it has in respect of the Original Securities (other than
the PIK Securities) and (ii) Newco 1 should have the same rights and
obligations in respect of the Financial Indebtedness under the Second Newco 1
Loan Agreement as it has in respect of the Financial Indebtedness under the
Newco 1 Loan Agreement.  (D)The other Parties have requested the
Senior Agent to enter into, and are entering into this Agreement in
consideration of the Senior Agent entering into, an amendment letter to the
Senior Facility Agreement to permit, inter alia, the issue of the Additional
Notes.  IT IS AGREED AS FOLLOWS:  1.DEFINITIONS AND INTERPRETATION  1.1Definitions  In this Agreement:


2 
  Additional Notesmeans (a) the current pay senior
unsecured debt securities (to be denominated in  and/or US$) in a maximum
aggregate principal amount of 195,000,000 (or its equivalent at the date of
issue) with a maximum coupon or equivalent yield of 12 per cent. to be issued
by Newco 1 as provided for in the draft offering memorandum delivered to the
Facility Agent on 10th February, 2003 and (b) any SEC registered debt
securities issued by Newco 1 for which any of the debt securities referred to
in (a) above are exchanged.  Debt means any or all of the Senior Debt, the Hedging Debt, the Spanish
Bond Debt, the Newco 1 Debt, the Junior Debt, the Senior Subordinated Guarantee
Debt, the Investor Debt and the Intercompany Debt, as the context requires.  Deed of Accessionmeans a deed of accession substantially in the form of Schedule 3.  Finance Documents means each or any of the Senior Finance Documents, the Hedging
Documents, the Spanish Bond Debt Documents, the Senior Subordinated Guarantee,
the Junior Finance Documents, the Intercompany Documents and the Investor
Documents.  First Priority Deedmeans the priority agreement dated 16 September 2002 (and amended on 27 September 2002) between,
among others, the parties to this Agreement and the Bridge Lenders.  Intercompany Creditor means any Obligor to whom any Intercompany Debt may from time to
time be payable or owing (whether or not matured).  Intercompany Debt means all present and future Financial Indebtedness owed by the
Company under or in connection with the Second Newco 1 Loan Agreement.  Investor Debt means all present and future liabilities (actual or contingent)
payable or owing by the Parent or any other Obligor to any of the Investors (a)
by way of closing fee or initial investment fee, (b) under or in connection
with the Investor Documents (including, without limitation, any dividends), (c)
in respect of any advisory, monitoring or management fee, or (d) in respect of
any claim for misrepresentation or breach of undertaking under or in connection
with the Investor Documents (but excluding for the avoidance of doubt any
present and future liabilities (actual or contingent) payable or owing under
the PIK Securities), in each case whether or not matured and whether or not
liquidated, and together with any Additional Debt.  Investor Documents means:  (a)the Shareholders Agreement;  (b)the articles of association of the Parent;  (c)the First Priority Deed;  and  (d)this Agreement.  Investors means the persons named in Schedule 2 in their capacity as
creditors from time to time in respect of any Investor Debt and any successor,
transferee, replacement or assignee of any such person.


3 
  Newco 1 Debt Non-Payment Event means the non-payment of any amount when due under the Newco 1 Debt
(but in the case of any amount not constituting principal, interest or fees,
being an amount in excess of 500,000).  Newco 1 Debt means all present and future liabilities (actual or contingent)
payable or owing by any Obligor under or in connection with the Additional
Notes, in each case whether or not liquidated and together with any Additional
Debt.  Party means an Obligor, a Senior Creditor, a Spanish Bond Creditor, the
Security Agent, the Senior Agent, the Junior Creditor, a Hedging Bank, the Bond
Trustee or an Investor, as the context requires.  Securities Creditors means the holders or owners of the Additional Notes.  Senior Facility Agreement means the senior facility agreement dated 12 September, 2002
between the Parent, certain of the other Obligors, the Senior Creditors, the
Security Agent and the Senior Agent providing for 2,100,000,000 term loan facilities and a 425,000,000 revolving loan facility (and includes the amendments
thereto made by amendment letters dated 23 September 2002, 11 October 2002,
5 November 2002 and on or about
the date of this Agreement).  Senior Finance Document has the meaning given to it in the Senior Facility Agreement, but
excluding the Hedging Documents.  Senior Subordinated Guaranteehas the meaning given to it in the Senior Facility Agreement,
insofar as it relates to the Additional Notes.  Senior Subordinated Guarantee
Debt means all present and future
liabilities (actual or contingent) payable or owing by the Company under or in
connection with the Senior Subordinated Guarantee whether or not matured and
whether or not liquidated, together with any Additional Debt.  Turnover Receipt has the meaning given to it in Clause 8 (Turnover).  1.2Interpretation  (a)Clauses 1.2(a), (b), (d)
and (f) of the First Priority Deed shall apply to this Agreement, mutatis
mutandis.  (b)References to the Senior
Facility Agreement, a Senior Finance Document, a Junior Finance Document, a
Hedging Document, a Spanish Bond Debt Document, the Senior Subordinated
Guarantee, the Additional Notes, an Investor Document, the Second Newco 1 Loan
Agreement or any other document or agreement is to that document or agreement
as novated, supplemented, amended, varied or restated from time to time.  (c)Terms defined in or whose
interpretation is provided for in the Senior Facility Agreement or the First
Priority Deed shall have the same meaning when used in this Agreement (whether
before or after the Senior Discharge Date) unless separately defined or
interpreted in this Agreement.  If a term
is defined in both the Senior Facility Agreement and the First Priority Deed
the definition in the First Priority Deed shall apply in this Agreement.


4 
  (d)This Agreement shall take
effect as a deed in respect of those Parties which execute it as such and as an
agreement under hand in respect of the other Parties.  2.RANKING  Unless expressly provided to the contrary
in this Agreement, the Debt shall rank in right and priority of payment in the
following order:  Firstthe Senior
Debt, the Hedging Debt and the Spanish Bond Debt (as provided for in the First
Priority Deed);  Secondthe Intercompany
Debt;  Thirdthe Junior Debt; and  Fourththe Investor Debt.  For the avoidance of doubt, any claims
against the Company under the Senior Subordinated Guarantee rank prior to the
claims (if any) against the Company in respect of Junior Debt or Investor Debt.  3.UNDERTAKINGS  3.1General Undertakings  Except as an Instructing Group has
previously agreed in writing, or to the extent permitted by Clauses 7
(Permitted Payments) or 9.2 (Procedure) or 10 (Enforcement):  (a)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) pay, or make any
distribution in respect of or on account of, or purchase, defease, redeem or
acquire, any of the Intercompany Debt in cash or in kind;  (b)no Intercompany Creditor
will demand or receive payment of, or any distribution in respect of or on
account of any Intercompany Debt in cash or kind or apply any money or property
in or towards the discharge of any Intercompany Debt;  (c)no Intercompany Creditor or
Obligor will discharge any Intercompany Debt by set-off, any right of
combination of accounts or otherwise (save to the extent such set-off occurs
automatically by operation of law and not as a result of any action or election
by such Intercompany Creditor or Obligor and any amount so set-off is subject
to Clause 8 (Turnover));  (d)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) create or permit to
subsist any Security Interest over any of its assets for any of the
Intercompany Debt, and no Intercompany Creditor will allow to exist or receive
any Security Interest, for any of the Intercompany Debt;  (e)no Obligor will (and each
Obligor will procure that none of its Subsidiaries will) give any financial
support to any person for, in respect of or in connection with the Intercompany
Debt;


5 
  (f)no Obligor or Intercompany
Creditor will allow any of the Intercompany Debt to be evidenced by a
negotiable instrument or subordinate any of the Intercompany Debt to any other
indebtedness save as provided for in this Agreement;  (g)no Obligor will initiate or
support or take any steps with a view to any insolvency, liquidation,
reorganisation, administration, examination or dissolution proceedings
involving an Obligor (whether by petition, convening a meeting, voting for a
resolution or otherwise) otherwise than as part of a Permitted Reorganisation;
and  (h)no Obligor or Intercompany
Creditor will take or omit to take any action whereby the ranking and/or
subordination of the Intercompany Debt provided for in this Agreement may be
impaired.  3.2Limitation on sale of the Second Newco 1 Loan Agreement  Newco 1 will not sell or otherwise dispose
of or encumber the Second Newco 1 Loan Agreement or enter into any agreement
that would have the same effect.  4.AMENDMENTS  4.1Amendments to Securities Permitted Payments definition  The Obligors and the Lenders agree not to
amend the definition of Securities Permitted Payments in the Senior Facility
Agreement (save to correct ambiguity or manifest error) without the written
consent of Newco 1 and the Bond Trustee if any amount is outstanding under the
Additional Notes.  4.2Changes to Second Newco 1 Loan Agreement  (a)The written consent of the Bond Trustee, to the extent that any
amount is outstanding under the Additional Notes, is required if the Company or
the relevant Intercompany Creditor wish to Amend the Second Newco 1 Loan
Agreement, except to cure ambiguity or manifest error.  (b)In addition to the requirements in paragraph (a) above, unless an
Instructing Group has agreed to the Amendment in writing, no Obligor will Amend
the terms of the Second Newco 1 Loan Agreement (except for Amendments which do
not or could not reasonably be expected to adversely affect the interests of
the Senior Creditors, Hedging Banks or Spanish Bond Creditors in any material
respect).  5.ACCESSION OF SPANISH BOND CREDITORS AND HEDGING
BANKS  5.1Spanish Bond Creditors  No person providing or issuing any bond (of a type
referred to in section (a) of the definition of Spanish Bond Debt
Documents) will be entitled to benefit from the undertakings of the Parties to
this Agreement unless and until:  (a)such person is specified in
Schedule 4 (and a copy of the Spanish Bond Debt Documents (in form and
substance reasonably satisfactory to the Senior Agent) has been provided to the
Senior Agent);  or


6 
  (b)the Senior Agent has agreed
in writing to the identity of such person (such agreement not to be
unreasonably withheld where such person is a Senior Creditor (or its
Affiliate)) and to the Spanish Bond Debt Documents being provided by such
person and such person has agreed to become a Spanish Bond Creditor by
executing and delivering to the Security Agent a duly completed Deed of
Accession.  Upon delivery of such a Deed
of Accession to the Security Agent such person will acquire all its rights and
assume all its obligations as a Spanish Bond Creditor under this Agreement in
relation to such Spanish Bond Debt Documents.  5.2Hedging
Banks  No person providing interest or currency
swap or hedging facilities to any Obligor will be entitled to benefit from the
undertakings of the Parties to this Agreement unless and until:  (a)such person is a Hedging
Bank at the date of this Agreement; or  (b)the Senior Agent has agreed
in writing to the identity of such person (such agreement not to be
unreasonably withheld where such person is a Senior Creditor (or its
Affiliate)) and to the swap or hedging facilities being provided by such person
and such person has agreed to become a Hedging Bank by executing and delivering
to the Security Agent a duly completed Deed of Accession.  Upon delivery of such a Deed of Accession to
the Security Agent such person will acquire all its rights and assume all its
obligations as a Hedging Bank under this Agreement in relation to such swap or
hedging facilities.  6.WARRANTIES OF JUNIOR CREDITOR AND INVESTORS  6.1The Junior Creditor and each Investor warrants to each Secured
Creditor that:  (a)it is duly incorporated (if
a corporate person) or duly established (in any other case) and validly
existing under the laws of the place of its incorporation or formation;  (b)this Agreement is within its powers and has been duly authorised and
executed by it;  and  (c)subject to the Reservations, this Agreement constitutes its legal,
valid and binding obligations, enforceable against it in accordance with its
terms and does not conflict with any law or regulation binding on it or with
its constitutional documents.  6.2The
Company warrants to each Secured Creditor that it is duly authorised to execute
this Agreement on behalf of each of the other Obligors (other than the Parent
and Newco 1) and such execution will bind such other Obligors.  7.PERMITTED INTERCOMPANY DEBT PAYMENTS  Subject to Clause 8 (Turnover), the
Company shall be entitled to pay in cash or by payment in kind any Intercompany
Debt owed by it to the relevant Intercompany Creditors (including interest
under the Second Newco 1 Loan Agreement by capitalising an amount of interest
or issuing further debt instruments under and in the manner and at the times
provided for in the Second Newco 1 Loan Agreement) PROVIDED THAT no payment of
principal, interest, fees or other amounts constituting Intercompany Debt shall
be made, except for the payment


7 
  of (A) interest (whether in cash or kind);
(B) amounts equal to any additional amounts payable under applicable gross-up
provisions of the Additional Notes; (C) amounts equal to default interest or
liquidated damages payments under the Additional Notes; (D) an amount equal to
the amount of the US registration costs and legal fees incurred in connection
with the issue of the Additional Notes and an amount equal to the amount of
payments due under any registration right agreement relating to the Additional
Notes; or (E) an amount equal to any other payments but not exceeding (when
aggregated with the amounts paid in such period under clause 7.2(ii)(E) of the
First Priority Deed) 500,000 in any
twelve month period, in each case referred to in (A), (B), (C), (D) or (E)
above under and to the extent provided for in the Second Newco 1 Loan Agreement
to the extent necessary to enable Newco 1 to make Securities Permitted Payments
in respect of the Additional Notes; and (F) repayment of principal of the
Additional Notes on the Payment Date under (and as defined in) the Second Newco
1 Loan Agreement PROVIDED THAT, except with the prior consent in writing of the
Senior Agent (acting on the instructions of an Instructing Group), the Company
may not on any date make any such payments under (A), (B), (C), (D) or (E)
above or any such repayment of principal under (F) above if:  (A)any of the Senior Debt (or
in the case of non-payment of any amounts not constituting principal, interest
or fees, Senior Debt in excess of 50,000 (when aggregated with all other
amounts unpaid)) due on or prior to such date are unpaid on such date; or  (B)following the occurrence of
an Event of Default (other than of the type specified in paragraph (A) above),
the Senior Agent (acting on the instructions of the Instructing Group) serves a
written notice (a Block Notice) under and in accordance with clause 7.2(ii)(B) of
the First Priority Deed specifying such Event of Default, until the
earliest date on which:  (I)paragraph (A) does not
apply; and  (II)one of the following
applies:  (w)179 days have elapsed since
the service of such Block Notice, or if earlier, where a Standstill Period (as
defined in Clause 10 (Enforcement)) is in effect at any time during that 179
day period, the date on which that Standstill Period expires; or  (x)the Senior Agent (acting
on the instructions of an Instructing Group) has confirmed in writing in accordance with clause 7.2(ii)(B)(II)(x) of
the First Priority Deed that the relevant Event of Default has been
cured or waived by the Instructing Group in writing or has ceased to exist; or  (y)the Senior Agent (acting on
the instructions of the Instructing Group) by notice in writing in accordance with clause 7.2(ii)(B)(II)(y) of
the First Priority Deed cancels the Block Notice; or  (z)the Senior Discharge Date
occurs.


8 
  Unless otherwise agreed by the Bond Trustee a Block
Notice may not be issued under the First Priority Deed less than 360 days after
the service of a prior Block Notice and then only to the extent that all
scheduled payments with respect to the Newco 1 Loan that have come due have
been paid in full in accordance with the terms of the Newco 1 Loan Agreement
and the Second Newco 1 Loan Agreement.  It is agreed that payments of Intercompany Debt which
are permitted to be made by this Agreement are not prohibited by the First
Priority Deed (and that accordingly clauses 3 and 7 of the First Priority Deed
are amended by this Clause 7 to the extent they are inconsistent with it).  8.TURNOVER  (a)If any Intercompany
Creditor receives or recovers a payment or distribution in cash or in kind
(including by way of set-off or combination of accounts):  (i)of, or on account of, any
of the Intercompany Debt which is not permitted by Clause 7 (Permitted
Payments); or  (ii)from (or on behalf of) any
Obligor or any other member of the Group on account of the purchase,
defeasance, redemption or acquisition of any Intercompany Debt otherwise than
to the extent permitted by Clause 7 (Permitted Payments),  (each such payment or distribution being a Turnover Receipt) the receiving or recovering Intercompany
Creditor will promptly notify the Security Agent, will pending payment to the
Security Agent hold such Turnover Receipt on trust for the Security Agent and
the Secured Creditors and will on demand pay to the Security Agent for
application as provided in Clause 11 (Proceeds of Enforcement) of the First
Priority Deed an amount determined by the Security Agent to be equal to the
lesser of:  (A)the outstanding balance of
the Senior Debt, Hedging Debt and Spanish Bond Debt; and  (B)the amount of such Turnover
Receipt,  less the third party costs and expenses (if
any) reasonably incurred by the Intercompany Creditor concerned in receiving or
recovering such Turnover Receipt. For the avoidance of doubt, an amount may not
be demanded under this Clause 8(a) if such amount has already been paid to the
Security Agent under clause 8(a) of the First Priority Deed (and vice versa).  (b)Each Obligor shall
indemnify each Intercompany Creditor upon demand (to the extent of its
liability for the Intercompany Debt) for the amount of any Turnover Receipt
paid by it to the Security Agent and such third party costs and expenses
incurred by it, and the Intercompany Debt will not be deemed to have been
reduced or discharged in any way or to any extent by the receipt or recovery of
the relevant Turnover Receipt.  Any claim
or right of indemnity under this paragraph shall constitute Intercompany Debt.  (c)If the Bond Trustee
receives or recovers a payment or distribution in cash or in kind (including by
way of set-off or combination of accounts):  (i)under or on account of the Senior Subordinated Guarantee; or


9 
  (ii)from (or on behalf of) any
Obligor or other member of the Group (other than Newco 1 or the Parent) on
account of the Senior Subordinated Guarantee Debt or the purchase, redemption
or acquisition of any Newco 1 Debt,  (each such payment or distribution being a Guarantee Turnover Receipt) the Bond Trustee will promptly
notify the Security Agent, will pending payment to the Security Agent hold such
Guarantee Turnover Receipt on trust for the Security Agent and the Secured
Creditors and will on demand pay to the Security Agent for application as
provided in Clause 11 (Proceeds of Enforcement) of the First Priority Deed an
amount equal to the lesser of:  (A)the outstanding balances of
the Senior Debt, the Hedging Debt and the Spanish Bond Debt; and  (B)the amount of the Guarantee
Turnover Receipt,  less the third party costs and expenses (if
any) reasonably incurred by the Bond Trustee in receiving or recovering the
Guarantee Turnover Receipt. For the avoidance of doubt, an amount may not be
demanded under this Clause 8(c) if such amount has already been paid to the
Security Agent under clause 8(c) of the First Priority Deed (and vice versa).  9.SUBORDINATION ON INSOLVENCY  9.1Insolvency  (a)If any of the following occur in respect of an Obligor (unless it is
pursuant to a Permitted Re-organisation of such Obligor):  (i)any step is taken with a
view to a composition, assignment or similar arrangement with any of its
creditors;  (ii)a meeting is convened for
the purpose of considering any resolution for (or to petition for) its
winding-up, administration, examination or dissolution or any such resolution
is passed;  (iii)any person presents a
petition for its winding-up, administration, examination or dissolution, unless
it is being contested in good faith and with due diligence and is discharged or
struck out within twenty Business Days;  (iv)an order for its winding-up, administration, examination or
dissolution is made;  (v)any liquidator, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, examiner, administrator or similar officer is appointed in respect of
it;  (vi)its directors or other
officers request the appointment of a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, examiner, receiver, administrative
receiver, administrator or similar officer; or  (vii)any other analogous step or procedure is taken in any jurisdiction,


10 
  the Intercompany Debt will be subordinate
in right of payment to the Senior Debt, Hedging Debt and Spanish Bond Debt, and
the Secured Creditors shall be entitled to receive payment in full of all of
the Senior Debt, Hedging Debt and Spanish Bond Debt before the Intercompany
Creditors shall be entitled to any payment of the Intercompany Debt.  (b)If any of the following
occur in respect of the Company:  (i)any step is taken with a
view to a composition, assignment or similar arrangement with any of its
creditors;  (ii)a meeting is convened for
the purpose of considering any resolution for (or to petition for) its
winding-up, administration, examination or dissolution or any such resolution
is passed;  (iii)any person presents a
petition for its winding-up, administration, examination or dissolution, unless
it is being contested in good faith and with due diligence and is discharged or
struck out within twenty Business Days;  (iv)an order for its winding-up,
administration, examination or dissolution is made;  (v)any liquidator, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, examiner, administrator or similar officer is appointed in respect of
it;  (vi)its directors or other
officers request the appointment of a liquidator, trustee in bankruptcy,
judicial custodian, compulsory manager, examiner, receiver, administrative
receiver, administrator or similar officer; or  (vii)any other analogous step or
procedure is taken in any jurisdiction,  the Senior Subordinated Guarantee Debt will
be subordinate in right of payment to the Senior Debt, Hedging Debt and Spanish
Bond Debt, and the Secured Creditors shall be entitled to receive payment in
full of all of the Senior Debt, Hedging Debt and Spanish Bond Debt before the
Bond Trustee shall be entitled to any payment of the Senior Subordinated
Guarantee Debt.  9.2Procedure  If any of the events referred to in Clause
9.1 above occurs and this Clause applies:  (a)the Security Agent may, and is irrevocably authorised on behalf of
the Intercompany Creditors and the Bond Trustee (on behalf of the Securities
Creditors), as the case may be to:  (i)demand, claim, enforce and prove for the Intercompany Debt or the
Senior Subordinated Guarantee Debt;  (ii)file claims and proofs, give receipts and take any proceedings in
respect of the Intercompany Debt or the Senior Subordinated Guarantee Debt
which the Security Agent reasonably considers to be necessary or desirable to
recover any Intercompany Debt or Senior Subordinated Guarantee Debt;


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


12 
  (c)The Intercompany Creditors
will give all such notices and do all such things as the Security Agent may
reasonably request to give effect to this Clause 9.3.  10.ENFORCEMENT  (a)Except as an Instructing
Group has previously agreed in writing, and subject to paragraph (b), the
Intercompany Creditors must not:  (i)accelerate or make demand for any of the Intercompany Debt or
declare any of the Intercompany Debt prematurely payable;  (ii)enforce the Intercompany Debt by attachment, set-off, execution or
otherwise (save to the extent such set-off occurs automatically by operation of
law and not as a result of any action or election by such Intercompany Creditor
or Obligor and any amount so set-off is subject to Clause 8 (Turnover));  (iii)initiate or support or take any steps with a view to:  (A)any insolvency, liquidation, reorganisation, administration,
examination or dissolution proceedings; or  (B)any voluntary arrangement or assignment for the benefit of
creditors; or  (C)any similar proceedings,  involving an Obligor, whether by petition,
convening a meeting, voting for a resolution or otherwise (provided that this
shall not prevent an Obligor from taking any of these actions as part of a
Permitted Re-organisation); or  (iv)sue, or bring or support any legal proceedings, or otherwise
exercise any remedy for the recovery of the Intercompany Debt.  (b)An Intercompany Creditor may take any of the actions (Enforcement Action) prohibited in paragraph (a) above in
relation to Intercompany Debt under the Second Newco 1 Loan Agreement:  (i)if any Senior Debt has been declared to be due and payable or due
and payable on demand (and demand has been made) under Clause 24.19
(Acceleration) or Clause 24.20 (Acceleration for Acquisition Credits) of the
Senior Facility Agreement; or  (ii)if any of the events
referred to in Clause 9.1(a)(iv) or (v) (or any analogous steps or procedures
in any applicable jurisdiction having valid jurisdiction over the Company)
occur in relation to the Company; or  (iii)if it or the Bond Trustee
has given notice in writing (an Enforcement Notice)
to the Senior Agent specifying that a Newco 1 Debt Non-Payment Event has
occurred and 179 days has elapsed from the date the Senior Agent received such
Enforcement Notice (the Standstill Period)
and at the end of the Standstill Period the Newco 1 Debt Non-Payment Event is
continuing unremedied and unwaived (provided that Enforcement Action shall only
be permitted under this subparagraph (iii) in an amount up to the amount of
Newco 1 Debt that is the subject of such Newco 1 Debt Non-Payment Event and
only to the extent it remains unremedied or unwaived),


13 
  PROVIDED THAT in each case any amounts received as a
result of action permitted to be taken under this Clause shall be subject to
Clause 8 (Turnover).  (c)Without prejudice to
paragraph (b) above, if payment of the principal amount of the Additional Notes
is accelerated, no payment of the principal amount outstanding under the Second
Newco 1 Loan Agreement may be made until 5 Business Days after an Intercompany
Creditor or the Bond Trustee has given notice to the Senior Agent.  Thereafter the Company may if otherwise
permitted by the terms of this Agreement (and subject to Clause 8 (Turnover))
make such principal payments at the times referred to in the Second Newco 1
Loan Agreement.  (d)Except as an Instructing
Group has previously agreed in writing, the Bond Trustee (on behalf of itself
and any of the Securities Creditors) must not:  (i)enforce the Senior
Subordinated Guarantee Debt by attachment, set-off, execution or otherwise;  (ii)in respect of or in
relation to any claim or liability arising under or in connection with the
Senior Subordinated Guarantee, initiate or support or take any steps with a
view to:  (A)any insolvency, liquidation,
reorganisation, administration, examination or dissolution proceedings
involving the Company; or  (B)any voluntary arrangement
or assignment for the benefits of creditors involving the Company; or  (C)any similar proceedings in
any jurisdiction involving the Company, whether by petition, convening a
meeting, voting for a resolution or otherwise; or  (iii)sue, bring or support any
legal proceedings, or otherwise exercise any remedy against the Company for the
recovery of the Senior Subordinated Guarantee Debt,  unless any amount is then due and payable
under the Senior Subordinated Guarantee.  11.MANNER OF ENFORCEMENT  No Senior Creditor, Hedging Bank or Spanish Bond
Creditor shall be responsible to any Intercompany Creditor, Securities Creditor
or Obligor, for any failure to enforce or to maximise the proceeds of any
enforcement of the security (except to the extent arising from such persons
gross negligence or wilful default), and the Senior Creditors, Hedging Banks
and Spanish Bond Creditors may cease any such enforcement at any time.  12.RELEASE OF SENIOR SUBORDINATED GUARANTEE  If:  (a)pursuant to an enforcement
of any of the Security Documents, the Security Agent (or any receiver or
equivalent appointed on behalf of the Secured Creditors) sells or otherwise
disposes of the shares of the Company; or


14 
  (b)the shares of the Company
are sold or disposed of at the request of the Security Agent on the
instructions or with the consent of an Instructing Group after an Event of
Default under the Senior Facility Agreement,  the Bond
Trustee shall, at the written request of the Security Agent, promptly without
the need for any further referral to or authority from the Securities
Creditors, unconditionally release the Senior Subordinated Guarantee (and the
Companys obligations thereunder) and the Bond Trustee undertakes to execute
such releases or other documents as may be necessary to give effect to the
above mentioned release, provided that any such release of the obligations and
liabilities of the Company under the Senior Subordinated Guarantee will not result
in a release of the obligations and liabilities of Newco 1 to the Securities
Creditors.  13.CONSENTS AND LIMITS  13.1Waivers  If any waiver, release or consent is
granted by the Majority Lenders under the Senior Finance Documents prior to the
Senior Discharge Date, a corresponding waiver, release or consent will be
deemed to have been given by the Intercompany Creditors (on the same terms and
conditions, mutatis mutandis) under the Second Newco 1 Loan Agreement if the
transaction or circumstance to which that waiver, release or consent relates
would otherwise breach or be a default or event of default under such
agreement, PROVIDED THAT no such waiver, release or consent may extend the due
date for or reduce the amount of or change the currency of any payment due to
any Intercompany Creditor or change the terms by reference to which any payment
is to be calculated or made under the Second Newco 1 Loan Agreement.  13.2Non-Objection  No Intercompany Creditor shall have any
claim or remedy against any of the Senior Creditors or the Spanish Bond
Creditors by reason of any transaction entered into between any of the Senior
Creditors or the Spanish Bond Creditors and any member of the Group or any
requirement or condition imposed by or on behalf of the Senior Creditors or the
Spanish Bond Creditors on any member of the Group, which breaches or is or
causes a default or an event of default under the Second Newco 1 Loan
Agreement.  14.SUBROGATION  The Junior Creditor, the Securities
Creditors, the Investors and the Obligors will not under any circumstances be
subrogated to or entitled to exercise any of the rights of the Senior
Creditors, Hedging Banks or Spanish Bond Creditors or exercise or enforce any
security arising under any of the Security Documents.  15.PROTECTION OF SUBORDINATION  15.1Continuing Subordination  The subordination and priority provisions
in this Agreement constitute a continuing subordination and priority and
benefit to the ultimate balance of the Senior Debt, the Hedging Debt and
Spanish Bond Debt respectively regardless of any intermediate payment or
discharge of the Senior Debt, the Hedging Debt or the Spanish Bond Debt in
whole or in part.


15 
  15.2Waiver of Defences  The subordination in this Agreement and the
obligations of the Bond Trustee, each Intercompany Creditor and each Obligor
under this Agreement will not be affected by any act, omission, matter or thing
which, but for this provision, would reduce, release or prejudice the subordination
or any of those obligations in whole or in part, including without limitation:  (a)any time, indulgence or
waiver granted to, or composition with, any Obligor or any other person or the
release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;  (b)the taking, variation,
compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights or remedies against, or security over assets of,
any Obligor or other person under the Senior Finance Documents, the Hedging
Documents, the Spanish Bond Debt Documents or otherwise or any non-presentment
or non-observance of any formality or other requirement in respect of any
instruments or any failure to realise the full value of any security;  (c)any variation (however
fundamental) or replacement of any Senior Finance Document, Hedging Document,
Spanish Bond Debt Document or other document;  (d)any unenforceability,
illegality, invalidity or frustration of any obligation of an Obligor or
security under the Senior Finance Documents, the Hedging Documents, the Spanish
Bond Debt Documents or any other document or security or the failure by any
member of the Group to enter into or be bound by any Senior Finance Document or
Hedging Document or Spanish Bond Debt Document; or  (e)any postponement,
discharge, reduction, non-provability or other similar circumstance affecting
any obligation of any Obligor under any Senior Finance Document, Hedging
Document or Spanish Bond Debt Document resulting from any insolvency,
liquidation or dissolution proceedings or from any law, regulation or order.  15.3Appropriations  Each Senior Creditor (or any trustee or
agent on their behalf) may (subject to any provision of this Agreement or any
applicable Senior Finance Documents to the contrary):  (a)apply any cash or property
received under this Agreement or from an Obligor or any other person against
the Debt owed to it, in such order as it sees fit;  (b)(if it so decides) apply
any cash or property received from an Obligor or from any other person (other
than money or property received under the Senior Finance Documents or under
this Agreement) against any liability other than the Debt owed to it; and  (c)(unless such cash or
property in the aggregate is sufficient to bring about the Senior Discharge
Date if otherwise applied in accordance with the provisions of this Agreement)
hold in a suspense account (bearing interest at a market rate usual for


16 
  accounts of that type) any cash or the net
proceeds of any distribution received from the Intercompany Creditors or the
Obligors or on account of the liability of any Intercompany Creditor or Obligor
(as appropriate) under this Agreement.   16.PRESERVATION OF DEBT  In spite of any term of this Agreement
postponing, subordinating or preventing the payment of any of the Intercompany
Debt, as between the Obligors and the Intercompany Creditors, the Intercompany
Debt shall remain owing or payable (and interest or default interest shall
continue to accrue) in accordance with the terms of the Second Newco 1 Loan
Agreement.  No delay in exercising rights
and remedies under the Second Newco 1 Loan Agreement by reason of any term of
this Agreement postponing, restricting or preventing such exercise shall
operate as a permanent waiver of any of those rights and remedies.  17.POWER OF ATTORNEY  By way of security for the obligations of
each Intercompany Creditor under this Agreement, each Intercompany Creditor
irrevocably appoints the Senior Agent as its attorney to do anything which the
Intercompany Creditor (a) has authorised the Senior Agent to do under this
Agreement and (b) is required and legally able to do by this Agreement but has
failed to do for a period of 10 Business Days after receiving notice from the
Senior Agent requiring it to do so unless such Intercompany Creditor is
disputing in good faith and by appropriate proceedings that it is required to
do the thing concerned.  18.EXPENSES  18.1Enforcement Costs  Each Obligor and each Intercompany Creditor
will within 5 Business Days of demand pay to each Senior Creditor or Hedging
Bank the amount of all costs and expenses properly incurred by it in connection
with the enforcement against that Obligor or Intercompany Creditor (as the case
may be) of such persons rights against it under this Agreement.  18.2Legal Expenses and Taxes  The costs and expenses referred to above
include, without limitation, the fees and expenses of legal advisers and any
value added tax or similar tax, and are payable in the currency in which they
are incurred.  19.CHANGES TO THE PARTIES  19.1Successors and Assigns  This Agreement is binding on the successors
and assigns of the parties hereto.  19.2Obligors  No Obligor may assign or transfer any of
its rights (if any) or obligations under this Agreement.


17 
  19.3New Obligors  If any member of the Group (a New Obligor) borrows, guarantees or otherwise becomes liable
for any Intercompany Debt or grants or incurs or otherwise becomes a creditor
in respect of any Intercompany Debt, the Parent will procure that (unless such
New Obligor has become party hereto by some other means to the satisfaction of
the Senior Agent acting reasonably) such New Obligor becomes a party to this
Agreement as an Obligor by the execution and delivery to the Security Agent of
a duly completed Deed of Accession (together with such board resolutions and other
corporate documentation as the Security Agent may reasonably require).  19.4New Creditors  No Senior Creditor, Hedging Bank, Spanish
Bond Creditor, Junior Creditor or Investor may:  (a)assign, transfer or dispose
of any of the Debt owing to it or its proceeds or any interest in that Debt or
its proceeds to or in favour of any person; or  (b)assign, transfer, novate or
dispose of any of its rights or obligations under any of the Finance Documents
to any person,  unless in each case that person agrees with
the Parties that it is bound by all the terms of this Agreement as a Senior
Creditor, Hedging Bank, Spanish Bond Creditor, Junior Creditor or Investor, as
the case may be, by executing and delivering to the Security Agent a duly
completed Deed of Accession or, in the case of a Senior Creditor, by the
execution and delivery to the Security Agent of a Transfer Certificate.  19.5Bond Trustee  The Bond Trustee (on behalf of the Securities
Creditors) acknowledges and agrees as follows:  (i)that to the extent and in
the manner set out in any of the indentures (as supplemented and amended from
time to time) (the Indentures)
under which the Additional Notes are issued, the payment of all Senior
Subordinated Guarantee Debt is expressly made subordinate to and subject in
right of payment to the prior payment in full in cash of all Senior Debt,
Hedging Debt and Spanish Bond Debt;  (ii)that the Senior Debt,
Hedging Debt and Spanish Bond Debt each qualify as Senior Debt for the
purposes of and as such term is defined in the Indentures;  (iii)that the Senior Creditors,
the Hedging Banks and the Spanish Bond Creditors 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 in which a
demand may be made under the Senior Subordinated Guarantee; and  (iv)that it accepts any Transfer
Certificate, Accession Deed or Deed of Accession and the accession by the
relevant parties to such agreements to this Agreement in the capacity described
therein.  For the avoidance of doubt, the
Bond Trustee hereby waives any right to approve, or of objection to, the
accession or identity of such persons and confirms that it hereby waives any
obligation on the part of a party to


18 
  procure the Bond Trustees
counter-signature or acceptance of any such Transfer Certificate, Accession
Deed or Deed of Accession.  19.6Variation of Forms of Deed of Accession  The form of deed of accession appearing in schedule 7
to the First Priority Deed is hereby amended as set out in Schedule 3 (and
the First Priority Deed is amended accordingly).  The Security Agent and the Parent may agree
further changes to the form of Deed of Accession.  19.7Transfer Certificates, Accession Deeds and Deeds of Accession  Each of the other Parties appoints:  (a)the Senior Agent as its
agent to sign on its behalf any Transfer Certificate or Accession Deed entered
into under the Senior Facility Agreement; and  (b)the Security Agent as its agent to sign on its behalf any Deed of
Accession,  in order that each such Transfer
Certificate, Accession Deed or Deed of Accession may be supplemental to this
Agreement and be binding on and enure to the benefit of all the Parties.  19.8Validity  If any person intended to be bound by this
Agreement does not become party to it or is not bound by it for any reason that
shall not affect the rights and obligations of the other persons party to this
Agreement.  20.STATUS OF OBLIGORS  None of the Obligors has any rights under
this Agreement against any of the Senior Creditors, the Hedging Banks or the
Spanish Bond Creditors and none of the undertakings given by the Senior
Creditors, the Hedging Banks or the Spanish Bond Creditors are given (or shall
be deemed to have been given) to, or for the benefit of, the Obligors.  21.NOTICES  Every Notice under this Agreement shall be
in writing delivered personally, by first class prepaid post or facsimile and
shall be sent to the address or facsimile number (if any is specified) of the
Party, and for the attention of the individual:  (a)applying for the purposes
of the Senior Facility Agreement in the case of Obligors or Senior Creditors;
or  (b)(in the case of the
Investors) set out in Schedule 2; or  (c)specified in the relevant
Deed of Accession if not a Party at the date hereof,  or such other address or facsimile number
as is notified in writing by it to the Security Agent.  Clause 37 (Notices) of the Senior Facility
Agreement shall apply to all Notices given under this Agreement.


19 
  22.WAIVERS, REMEDIES CUMULATIVE  The rights of each Party under this
Agreement:  (a)are cumulative and not
exclusive of its rights under the general law;  (b)may be waived only in writing and specifically; and  (c)may be exercised as often as necessary.  Delay in exercising or non-exercise of any
such right is not a waiver of that right.  23.THE SENIOR AGENT  To the extent that the Senior Agent acts
under this Agreement on the instructions of a Instructing Group, the Hedging
Banks and the Spanish Bond Creditors appoint the Senior Agent as its agent
under this Agreement.  Such appointment
is on the terms set out in Clause 25 (Administrative Parties) of the Senior
Facility Agreement, mutatis mutandis.  24.TERMINATION  Save in respect of any right, claim or
liability arising under this Agreement prior to the Senior Discharge Date
(which right, claim or liability shall continue notwithstanding the Senior
Discharge Date or the termination referred to in this Clause), this Agreement
(other than Clause 25 (The Senior Agent)) shall terminate immediately after the
Senior Discharge Date.  25.MISCELLANEOUS  25.1Severability  If any provision of this Agreement is prohibited or
unenforceable in any jurisdiction in relation to any Party, such prohibition or
unenforceability shall not invalidate the remaining provisions hereof or affect
the validity or enforceability of such provision in any other jurisdiction or
in relation to any other Party.  25.2First Priority Deed  Save to the extent amended by this
Agreement, the First Priority Deed remains in full force and effect.  25.3No Third Party Rights  No person who is not a party to this
Agreement shall have or may enforce any rights under it.  25.4Senior Finance Document  The Company and the Senior Agent designate
this Agreement as a Senior Finance Document.  26.GOVERNING LAW  This Agreement is governed by English law.


20 
  27.JURISDICTION  27.1Submission  The courts of England have jurisdiction to
settle any disputes in connection with this Agreement and accordingly submits
to the jurisdiction of the English courts.  27.2Service of Process  Without prejudice to any other mode of
service, the Junior Creditor and each Investor:  (a)irrevocably appoints Law
Debenture Corporate Services Limited (whose address is Fifth Floor, 100 Wood
Street, London EC2V 7EX) as its agent for service of process relating to any
proceedings before the English courts in connection with this Agreement or any
judgment in connection therewith;  (b)agrees that failure by a process agent to notify it of the process
will not invalidate the proceedings concerned; and  (c)consents to the service of
process relating to any such proceedings by prepaid posting of a copy of the
process to its address for the time being applying for the purposes of Clause
21 (Notices).  27.3Forum Convenience and Enforcement Abroad  Each party to this Agreement:  (a)waives objection to English
courts on grounds of inconvenient forum or otherwise as regards proceedings in
connection with this Agreement;  (b)agrees that a judgment or
order of an English court in connection with this Agreement is conclusive and
binding on it and may be enforced against it in the courts of any other
jurisdiction; and  (c)to the fullest extent
permitted by law, waives any right it may have in any jurisdiction to have any
proceedings take the form of a trial by Jury.  27.4Non-exclusivity  Nothing in this Clause 27 limits the rights
of a Senior Creditor or Hedging Bank to bring proceedings against a party to
this Agreement in connection with this Agreement:  (a)in any other court of competent jurisdiction; or  (b)concurrently in more than one jurisdiction.


21 
  28.COUNTERPARTS  This Agreement may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  This Agreement has been executed and delivered as a
deed on the date stated at the beginning of this Agreement.


22 
  SCHEDULE 1  THE
OBLIGORS  BERMUDA  Fibras Limited  ENGLAND & WALES  Badger Publishing Limited (co no 2450040)  Cundell Group Holdings Limited (co no
2340016)  Fishergate Properties Limited (co no 273294)  Norcor Holdings Limited (co no 2352247)  Norwich Corrugated Board Limited (co no
1021052)  Smurfit Communications UK Limited (co no
2322609)  Smurfit Communications (GB) Limited (co no
964972)  Smurfit Investments UK Limited (co no
2014441)  Smurfit UK Limited (co no 1017013)  Ward Packaging Limited (co no 2891814)  Smurfit Corrugated UK Limited (co no
700242)  Smurfit Corrugated Holdings (co no 1763645)  GERMANY  CD Haupt Papier und
Papierfabrik GmbH & Co KG  Papierverwaltungsgesellschaft
Wrexen GmbH  Smurfit Holdings GmbH  Wellit
Wellenpappenfabrik Verwaltungs GmbH  Wellit
Wellenpappenfabrik GmbH & Co  Schneverdinger
Wellpappenwek GmbH  GIBRALTAR  Wilshaw Investments Limited  IRELAND  MDCP Acquisitions
Limited (co no 357957)  MDP Acquisitions PLC
(co no 357958)  MDCP Acquisitions I
(co no 358039)  Amisfield Limited (co
no 145951)  Belgray Holdings (co
no 55866)


23 
  Crayside Limited (co
no 321264)  Damous Limited (co no
321264)  Gweebarra Limited (co
45075)  Headley Holdings (co
no 63551)  Iona Print Limited
(co no 39529)  Jefferson Smurfit
Group Limited (co no 8610)  Jefferson Smurfit
& Sons Limited (co no 7345)  Smurfit Capital (co
no 177324)  Smurfit Capital
Funding Limited (co no 239631)  Smurfit Capital
Leasing (co no 224165)  Smurfit International
Limited (co no 45909)  Smurfit Investments
(Ireland) Limited (co no 32153)  Smurfit Ireland
Limited (co no 2263)  Smurfit News Press
Limited (co 319020)  Smurfit Services
Limited (co no 88814)  The Kildare Hotel
& Country Club Limited (co no 139531)  Smurfit Corrugated Ireland (co no 49977)  Central Waste Paper Company Limited (co no
66062)  Brenchly Limited (co no 8628)  Claystoke Limited (co no 325480)  Margrave Investments Limited (co no 363510)  MEXICO  Grupo Smurfit México S.A. de C.V.  Smurfit Carton y Papel de México S.A. de C.V.  NETHERLANDS  Packaging Investments
Holdings (PIH) BV  Packaging Investments International (PII)
BV  Packaging Investments Netherlands (PIN) BV  Smurfit Corrugated BV  Smurfit Holdings BV  Smurfit International BV  Smurfit Investments
BV


24 
  SWEDEN  Smurfit Holdings AB


25 
  SCHEDULE 2  INVESTORS  MDCP III GLOBAL INVESTMENTS LPMDCP IV GLOBAL INVESTMENTS LPMDSE III GLOBAL INVESTMENTS LPeach of whose address for notices is:Address:
  c/o Madison Dearborn Partners, LLCThree First National Plaza70 West Madison StreetSuite 3800Chicago, ILFax No:
  1-312-895-1001DBCP EUROPE GP (JERSEY) LIMITEDwhose address for notices is:Address:
  PO Box 8722 Grenville StreetSt HellierJersey JE 4 8PXFax No:


26 
  SCHEDULE 3  FORM
OF DEED OF ACCESSION  THIS DEED dated
[               ], [   ]
is supplemental to a priority agreement (the First
Priority Agreement) dated 16 September 2002 between, inter
alia, MDCP Acquisitions plc as the Parent and certain of its Subsidiaries as
Obligors, the Investors, the Junior Creditor, the Spanish Bond Creditors, the
Hedging Banks, the Senior Creditors and Deutsche Bank AG London as Security
Agent and Senior Agent and a priority agreement (together with the First
Priority Agreement, the Priority Agreements)
dated [   ] February 2003 between, inter alia, the same
parties.  Words and expressions defined in the Priority
Agreements have the same meaning when used in this Deed.  [Name of new Obligor/Senior Creditor/Hedging
Bank/Spanish Bond Creditor/Junior Creditor/Investor/Senior Agent/ Security
Agent/Bond Trustee] hereby agrees with each other person who is or who becomes
a party to the Priority Agreements that with effect on and from the date hereof
it will be bound by the Priority Agreements as [a[n]/the] *[Obligor/Senior
Creditor/Hedging Bank/Spanish Bond Creditor/Junior Creditor/Senior
Agent/Security Agent/Investor/Bond Trustee] as if it had been party originally
to the Priority Agreements in that capacity and that it shall perform all of
the undertakings and agreements set out in the Priority Agreements and given by
[a[n]/the] *[Obligor/Senior Creditor/Hedging Bank/Spanish Bond Creditor/Junior
Creditor/Senior Agent/Security Agent/Investor/Bond Trustee].  [The details of Hedging Documents
and Hedging Debt covered by this Deed is as follows [                                                                  ]].  The address for notices of *[Obligor/Senior
Creditor/Hedging Bank/Spanish Bond Creditor/Junior Creditor/Senior
Agent/Security Agent/Investor/Bond Trustee] for the purposes of the Priority
Agreements is:  [                                                                     ].  This document takes effect as a deed notwithstanding
that the Security Agent only executes under hand.  This Deed is governed by English law.  [Insert appropriate execution language]  *[                        ]
Delete as applicable  Acknowledged.  [Security Agent]  By:


27 
  SCHEDULE 4  SPANISH
BOND CREDITORS  Lehman Commercial Paper, Inc.  JPMorgan Chase Bank


28 
  SIGNATORIES  The Parent  The Common Seal
  )of MDCP ACQUISITIONS
  LIMITED
  )
  /s/ Gary McGannwas affixed hereunto
  )in the presence of
  )
  /s/ Ian Curley)Director
  ))Director/Secretary
  )   The Obligors  The Common Seal
  )of MDCP ACQUISITIONS
  LIMITED
  )
  /s/ Gary McGannwas affixed hereunto
  )in the presence of
  )
  /s/ Ian Curley)Director
  )Director/Secretary
  )   The Common Seal
  )of MDP ACQUISITIONS PLC
  )
  /s/ Gary McGannwas affixed hereunto
  )in the presence of
  )
  /s/ Ian Curley)Director
  ))Director/Secretary
  )


29 
  The Common Seal
  )of MDCP ACQUISITIONS I
  )
  /s/ Gary McGannwas affixed hereunto
  )in the presence of
  )
  /s/ Ian Curley)Director
  ))Director/Secretary
  )SIGNED by
  )MDCP ACQUISITIONS I
  )
  /s/ Gary McGannacting by its authorised signatories
  )in the presence of
  )
  /s/ Ian Curley))on behalf of:
  )  FIBRAS
LIMITED BADGER PUBLISHING LIMITED CUNDELL GROUP HOLDINGS LIMITED FISHERGATE PROPERTIES LIMITED NORCOR HOLDINGS LIMITED NORWICH CORRUGATED BOARD LIMITED SMURFIT COMMUNICATIONS UK LIMITED SMURFIT COMMUNICATIONS (GB)
LIMITED SMURFIT INVESTMENTS UK LIMITED SMURFIT UK LIMITED WARD PACKAGING LIMITED SMURFIT CORRUGATED UK LIMITED SMURFIT CORRUGATED HOLDINGS CD HAUPT
PAPIER UND PAPIERFABRIK GMBH & CO KG PAPIERVERWALTUNGSGESELLSCHAFT
WREXEN GMBH SMURFIT
HOLDINGS GMBH WELLIT
WELLENPAPPENFABRIK VERWALTUNGS GMBH WELLIT
WELLENPAPPENFABRIK GMBH & CO SCHNEVERDINGER
WELLPAPPENWEK GMBH WILSHAW INVESTMENTS LIMITED MDCP
ACQUISITIONS LIMITED MDP
ACQUISITIONS PLC MDCP
ACQUISITIONS I AMISFIELD
LIMITED BELGRAY
HOLDINGS CRAYSIDE LIMITED DAMOUS
LIMITED GWEEBARRA
LIMITED HEADLEY
HOLDINGS IONA PRINT
LIMITED JEFFERSON
SMURFIT GROUP LIMITED


30 
  JEFFERSON
SMURFIT & SONS LIMITED SMURFIT
CAPITAL SMURFIT
CAPITAL FUNDING LIMITED SMURFIT CAPITAL
LEASING SMURFIT
INTERNATIONAL LIMITED SMURFIT
INVESTMENTS (IRELAND) SMURFIT
IRELAND LIMITED SMURFIT
NEWS PRESS LIMITED SMURFIT
SERVICES LIMITED THE KILDARE
HOTEL & COUNTRY CLUB LIMITED SMURFIT CORRUGATED IRELAND CENTRAL WASTE PAPER COMPANY
LIMITED BRENCHLY LIMITED CLAYSTOKE LIMITED MARGRAVE INVESTMENTS LIMITED GRUPO
SMURFIT MÉXICO S.A.
DE C.V. SMURFIT
CARTON Y PAPEL DE MÉXICO
S.A. DE C.V. PACKAGING
INVESTMENTS HOLDINGS (PIH) BV PACKAGING INVESTMENTS
INTERNATIONAL (PII) BV PACKAGING INVESTMENTS NETHERLANDS
(PIN) BV SMURFIT
CORRUGATED BV SMURFIT HOLDINGS BV SMURFIT INTERNATIONAL BV SMURFIT
INVESTMENTS BV SMURFIT HOLDINGS AB  The Senior CreditorsSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ Richard Petersacting by its authorised signatories
  ))
  /s/ Sally Gilding)acting under the authority of that company
  )as Senior Agent on behalf of the Senior Creditors
  )at the date of this Agreement
  )


31 
  The Hedging BanksSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ Richard Petersacting by its authorised signatories
  ))
  /s/ Sally Gilding)acting under the authority of that company
  )on behalf of the Hedging Banks
  )at the date of this Agreement
  )The Bond TrusteeEXECUTED as a deed
  )by DEUTSCHE BANK TRUST
  COMPANY AMERICAS
  )
  /s/ Wanda Camachoacting by its authorised signatories
  )))acting under the authority
  )of that company
  )The Senior Agent and the Security AgentSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ Richard Petersacting by its authorised signatories
  ))
  /s/ Sally Gilding)acting under the authority
  )of that company
  )


32 
  The Junior CreditorEXECUTED as a deed by
  )MADISON DEARBORN PARTNERS
  )
  /s/ Dirk P Stolp(NETHERLANDS) B.V.
  )acting by:
  )
  /s/ L F van ders SmanRokin Corporate Services B.V.)acting under the authority of that
  )company, in the presence of
  )))Witnesss Signature:
  /s/ David de Swann
  ))Name:
  David de Swann
  ))Address:
  Hunzestraat 129th1079 VZ AmsterdamThe Spanish Bond CreditorsSIGNED by
  )DEUTSCHE BANK AG LONDON
  )
  /s/ Richard Petersacting by its authorised signatories
  ))
  /s/ Sally Gilding)acting under the authority of that company
  )on behalf of:
  )JPMORGAN CHASE BANKLEHMAN COMMERCIAL PAPER, INC.The InvestorsEXECUTED as a deed under seal by
  )MDCP III GLOBAL INVESTMENTS LP
  )
  /s/ Tom Soulelesand signed and delivered as a deed on its behalf by
  MDP III
  )Global GP, LP its general partner
  )and MDP Global Investors Limited, its general
  partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Cia Souleles
  ))Name:
  Cia Souleles
  ))Address:
  1964 N. Burling St.
  )Chicago IL 60614


33 
  EXECUTED as a deed under seal by
  )MDCP IV GLOBAL INVESTMENTS LP
  )
  /s/ Tom Soulelesand signed and delivered as a deed on its behalf by
  MDP IV
  )Global GP, LP its general partner and
  )MDP Global Investors Limited its general partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Cia Souleles
  ))Name:
  Cia Souleles
  ))Address:
  1964 N. Burling St.
  )Chicago IL 60614EXECUTED as a deed under seal by
  )MDSE III GLOBAL INVESTMENTS LP
  )
  /s/ Tom Soulelesand signed and delivered as a deed on its behalf by
  MDP III
  )Global GP, LP its general partner
  )and MDP Global Investors Limited its general partner
  )in the presence of
  ))Witnesss Signature:
  /s/ Cia Souleles
  ))Name:
  Cia Souleles
  ))Address:
  1964 N. Burling St.
  )Chicago IL 60614EXECUTED as a deed by
  )DBCP EUROPE GP (JERSEY) LIMITED
  )
  /s/ Diarmuid Cumminsacting by:
  )Diarmuid Cummins
  ))acting under the authority of that
  )company, in the presence of
  )))Witnesss Signature:
  /s/ Charles Boschetto
  ))Name:
  Charles Boschetto
  ))Address:
  183 Westbourne Grove
  )London W11 2SB