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                                                                 EXHIBIT 10.2(a)

                         RECEIVABLES PURCHASE AGREEMENT


                                      AMONG

                               MBI LIMITED/LIMITEE
                      IN ITS CAPACITY AS GENERAL PARTNER OF
                                  SMURFIT-MBI,
                         AN ONTARIO LIMITED PARTNERSHIP


                                       AND


                      COMPUTERSHARE TRUST COMPANY OF CANADA
                          IN ITS CAPACITY AS TRUSTEE OF
                            KING STREET FUNDING TRUST


                                       AND


                               SCOTIA CAPITAL INC.

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                PAGE
<S>                                                                             <C>
ARTICLE 1    AMOUNTS AND TERMS OF THE PURCHASES .................................. 1
     Section 1.1       Purchase Facility ......................................... 1
     Section 1.2       Purchase of Receivables; Payment of the Purchase Price .... 2
     Section 1.3       Conveyance and Identification of Purchased Receivables .... 3
     Section 1.4       Settlement Procedures ..................................... 6
     Section 1.5       Fees ......................................................12
     Section 1.6       Payments and Computations, Etc ............................12
     Section 1.7       Dividing or Combining Portions of Capital .................13
     Section 1.8       Increased Costs ...........................................13
     Section 1.9       Requirements of Law .......................................14
     Section 1.10      Assignment ................................................15
     Section 1.11      Optional Purchase .........................................16

ARTICLE 2    REPRESENTATIONS AND WARRANTIES; COVENANTS; ..........................16
     Section 2.1       Representations and Warranties; Covenants .................16
     Section 2.2       Termination Events ........................................17

ARTICLE 3    INDEMNIFICATION .....................................................17
     Section 3.1       Indemnities by the Seller .................................17

ARTICLE 4    ADMINISTRATION AND COLLECTIONS ......................................20
     Section 4.1       Appointment of Servicer ...................................20
     Section 4.2       Duties of Servicer ........................................21
     Section 4.3       Enforcement Rights ........................................22
     Section 4.4       Responsibilities of the Seller ............................23
     Section 4.5       Servicing Fee .............................................24
     Section 4.6       Obligations of Administrator ..............................24

ARTICLE 5    MISCELLANEOUS .......................................................25
     Section 5.1       Amendments, Etc ...........................................25
     Section 5.2       Notices, Etc ..............................................25
     Section 5.3       Assignability .............................................25
     Section 5.4       Legal Costs and Taxes .....................................26
     Section 5.5       No Proceedings; Limitation on Payments ....................27
     Section 5.6       Confidentiality ...........................................27
     Section 5.7       Governing Law and Jurisdiction ............................28
     Section 5.8       Execution in Counterparts .................................28
     Section 5.9       Survival of Termination ...................................28
     Section 5.10      Entire Agreement ..........................................28
     Section 5.11      Headings ..................................................29
     Section 5.12      Issuer's Liabilities ......................................29
</Table>

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                         RECEIVABLES PURCHASE AGREEMENT

     THIS RECEIVABLES PURCHASE AGREEMENT is made as of the 30th day of March,
2004 between MBI LIMITED/LIMITEE, in its capacity as General Partner of
SMURFIT-MBI, an Ontario limited partnership, as seller (the "SELLER") and as
initial servicer (the "SERVICER"), COMPUTERSHARE TRUST COMPANY OF CANADA, a
trust company carrying on business in the Province of Ontario, in its capacity
as trustee (in such capacity, together with its successors and permitted assigns
in such capacity, the "ISSUER"), of KING STREET FUNDING TRUST, a trust
established under the laws of the Province of Ontario (the "TRUST") and SCOTIA
CAPITAL INC., an Ontario corporation, ("SCOTIA CAPITAL"), as administrator of
the Issuer (in such capacity, together with its successors and permitted assigns
in such capacity, the "ADMINISTRATOR").

     PRELIMINARY STATEMENTS. Certain terms that are capitalized and used
throughout this Agreement are defined in EXHIBIT I to this Agreement. References
in the Exhibits hereto to "the Agreement" refer to this Agreement, as amended,
modified or supplemented from time to time.

     The Seller desires to sell, transfer and assign Receivables, and the Issuer
desires to acquire such Receivables from time to time, on and subject to the
terms and conditions of this Agreement.

     The Servicer has agreed to carry out the duties and responsibilities of the
Servicer under this Agreement.

     In consideration of the mutual agreements, provisions and covenants
contained herein, the parties hereto agree as follows:

                                    ARTICLE 1
                       AMOUNTS AND TERMS OF THE PURCHASES

SECTION 1.1  PURCHASE FACILITY

     (a)     On the terms and conditions hereinafter set forth, the Issuer
             hereby agrees to purchase and the Seller hereby agrees to sell
             Eligible Receivables and the Related Security pursuant to SECTION
             1.2(a) PROVIDED, that nothing herein shall be deemed or construed
             as a commitment by the Issuer to fund a purchase or a Cash Purchase
             Price payment in respect of the Purchased Interest solely through
             the issuance of Notes, it being acknowledged and agreed that such
             funding through the issuance of Notes rather than through other
             means is, and shall continue to be, wholly discretionary on the
             part of the Issuer. Under no circumstances shall the Issuer make
             any payment in respect of a purchase or a payment of the Cash
             Purchase Price of the Purchased Interest if, after giving effect
             thereto (i) the aggregate outstanding Capital would exceed the
             Facility Limit or (ii) the Required Amount

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                                      - 2 -

             would exceed the Net Receivables Pool Balance, in each case, after
             giving effect to such payment.

     (b)     The Seller may, upon at least 45 days' notice to the Administrator,
             terminate the purchase facility provided in this SECTION 1.1 in
             whole (but not in part).

SECTION 1.2  PURCHASE OF RECEIVABLES; PAYMENT OF THE PURCHASE PRICE

     (a)     The purchase of Eligible Receivables and the Related Security shall
             be made upon the Seller's irrevocable written notice, in
             substantially the form of Annex B, delivered to the Administrator
             in accordance with SECTION 5.2 (which notice must be received by
             the Administrator prior to 11:00 a.m., Toronto time) on or before
             the requested purchase date, which notice shall specify (A) the
             amount requested to be paid to the Seller (such amount being the
             initial "CASH PURCHASE PRICE" of the Purchased Interest) and (B)
             the date of such purchase (which shall be a Business Day).

     (b)     Prior to the Termination Date, the Seller may, on the last day of
             any Settlement Period following the date of purchase under SECTION
             1.2(a), request the Issuer to pay an additional amount to the
             Seller in respect of the Cash Purchase Price of the Purchased
             Interest; PROVIDED, HOWEVER that the amount of any additional Cash
             Purchase Price requested by the Seller shall not (i) be greater
             than the excess of the Facility Limit over the then outstanding
             Capital or (ii) result in the Required Amount (after giving effect
             to payment of the requested additional Cash Purchase Price) being
             greater than the Net Receivables Pool Balance as of the close of
             business on the Business Day immediately preceding the requested
             date of payment. Each request by the Seller for payment of an
             additional Cash Purchase Price shall be made upon the Seller's
             irrevocable written notice, in substantially the form of Annex B,
             delivered to the Administrator in accordance with SECTION 5.2
             (which notice must be received by the Administrator prior to 11:00
             a.m., Toronto time) at least four Business Days prior to the
             requested payment date, which notice shall specify (A) the amount
             of the additional Cash Purchase Price requested to be paid to the
             Seller (which shall not be less than $1,000,000 and shall be in an
             integral multiple of $500,000) and (B) the date of such payment
             (which shall be a Business Day).

     (c)     On the date of purchase or payment with respect to the Cash
             Purchase Price of the Purchased Interest under SECTION 1.2(a) or
             SECTION 1.2(b), the Issuer shall, upon satisfaction of the
             applicable conditions set forth in EXHIBIT II hereto, make
             available to the Seller in same day funds, at the account of the
             Seller at Royal Bank of Canada, Account #1154475, Transit Number
             03212, an amount equal to the Cash Purchase Price then to be paid
             by the Issuer to the Seller.

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                                      - 3 -

     (d)     The purchase price for any portion of the Purchased Interest will
             be equal to the Outstanding Balance of the Purchased Receivables
             included in such portion of the Purchased Interest less a discount
             equal to the amount of the Discount allocable to such portion of
             the Purchased Interest. Such purchase price will be paid or
             satisfied by (i) payment by the Issuer of the Capital payable to
             the Seller on the date of any Cash Purchase Price payment pursuant
             to SECTION 1.2(a) or SECTION 1.2(b), (ii) payment by the Issuer to
             the Seller pursuant to SECTION 1.4(b)(iii)(B), of the Collections
             allocable to the Capital of the Purchased Interest PLUS, in each
             case, (iii) payment or satisfaction, as provided in this Agreement,
             of a deferred amount (the "DEFERRED PURCHASE PRICE") equal at any
             time to the sum at such time of (v) the Loss Reserve, (w) the
             Dilution Reserve, (x) the excess of the Yield Reserve over the
             accrued and unpaid Discount and (y) the Servicing Fee Reserve
             (after giving effect to all payments therefrom in respect of
             accrued and unpaid Servicing Fees, if any, under SECTION 1.4(d)(i))
             and (z) the Unfinanced Interest.

             The Issuer may allocate on a reasonable basis, but in its sole
             discretion, the amount of the Discount and the Deferred Purchase
             Price among all Purchased Receivables outstanding based upon the
             length of time a Purchased Receivable is outstanding and the amount
             of the Discount.

     (e)     Subject to SECTION 1.2(f), SECTION 1.3(b) and SECTION 1.4(d)(iii),
             on and after the Termination Date, the Deferred Purchase Price
             shall be payable from Collections of or with respect to the
             Purchased Interest only after receipt by the Issuer of payment in
             full of the outstanding Capital, any accrued and unpaid Discount or
             Servicing Fees and any other amounts payable by the Seller to the
             Issuer, the Administrator or any other Indemnified Party or
             Affected Person hereunder.

     (f)     On the earlier of the Final Collection Date and the date on which
             the outstanding Capital, any accrued and unpaid Discount or
             Servicing Fees and any other amounts payable by the Seller to the
             Issuer, the Administrator or any other Indemnified Party or
             Affected Person hereunder has been reduced to zero or paid in full,
             the Issuer shall satisfy its obligation to pay the outstanding
             Deferred Purchase Price due to the Seller by assigning, selling and
             transferring to the Seller all of the Issuer's right, title and
             interest, if any, in and to the remaining portion of the Purchased
             Interest acquired by the Issuer from the Seller without any
             representation or warranty (whether express, implied, statutory, or
             otherwise), save and except that the Issuer has the power to sell
             and transfer such Purchased Interest to the Seller and such
             Purchased Interest is free and clear of any Adverse Claim created
             by the Issuer.

SECTION 1.3  CONVEYANCE AND IDENTIFICATION OF PURCHASED RECEIVABLES

     (a)     Effective immediately at the time that the Issuer pays the initial
             Cash Purchase Price for the Purchased Interest to the Seller, the
             Seller hereby sells, assigns and

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                                      - 4 -

             transfers to the Issuer all of the Seller's right, title and
             interest in and to (i) all Eligible Receivables then existing and
             all Eligible Receivables created thereafter, (ii) all Related
             Security with respect to such Eligible Receivables, and (iii) all
             Collections with respect to, and other proceeds of, such Eligible
             Receivables and Related Security, all without the need of any
             instrument or assignment. Notwithstanding the foregoing, all
             transfers and assignments of Receivables and Related Security shall
             be deemed to cease on and effective as of the Termination Date if
             the Seller and the Servicer comply with the provisions of SECTION
             1.3(b).

     (b)     On the Termination Date, the Servicer shall, in accordance with the
             procedures specified in this SECTION 1.3(b), identify from amongst
             the Purchased Receivables existing as of the close of business on
             the Business Day immediately preceding the Termination Date,
             Eligible Receivables which, together with all Related Security with
             respect to such Eligible Receivables, and all Collections with
             respect to, and other proceeds of, such Eligible Receivables and
             Related Security, shall, subject to compliance with the provisions
             of this SECTION 1.3(b), constitute the Purchased Interest on and
             after the Termination Date. The Eligible Receivables which are to
             constitute the Purchased Receivables on and after the Termination
             Date shall be determined by reference to the Trial Balance as of
             the close of business on the Business Day immediately preceding the
             Termination Date in accordance with the procedure described in this
             SECTION 1.3(b). The Eligible Receivables which shall constitute
             Purchased Receivables on and as of the Termination Date shall be
             identified by proceeding through the Eligible Receivables, (i)
             first, through the Eligible Receivables for which the Obligors are
             residents of Canada, and (ii) second, through the Eligible
             Receivables for which the Obligors are residents of the United
             States of America, in each case in descending order (highest to
             lowest) by aggregate Outstanding Balance of such Eligible
             Receivables, until the Outstanding Balance of Purchased Receivables
             equals the Required Purchase Amount. Only that portion of the last
             Eligible Receivable identified as a Purchased Receivable, pursuant
             to the foregoing procedure, necessary to make the aggregate
             Outstanding Balance of the Purchased Receivables equal the Required
             Amount shall constitute a Purchased Receivable. All Eligible
             Receivables which are identified as Purchased Receivables in
             accordance with the foregoing procedure, together with all Related
             Security with respect to such Eligible Receivables, and all
             Collections with respect to, and other proceeds of, such Eligible
             Receivables and Related Security, shall, subject to compliance with
             the provisions of this SECTION 1.3(b), constitute the Purchased
             Interest on and after the Termination Date. Within six (6) Business
             Days following the Termination Date (A) the Servicer shall deliver
             to the Issuer (or its designee) (i) a listing by Obligor setting
             forth the amount, invoice number, invoice date and due date of each
             Eligible Receivable identified under this SECTION 1.3(b) (which may
             be in the form of a computer disk or tape) which Eligible
             Receivables shall have an Outstanding Balance equal to the Required
             Amount,

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                                      - 5 -

             and (ii) such additional information as may reasonably be requested
             by the Administrator and (B) the Seller and, if Smurfit-MBI is the
             Servicer, the Servicer shall comply with CLAUSE 1(i) of EXHIBIT IV
             with respect to the Eligible Receivables identified under this
             SECTION 1.3(b). Upon compliance with the provisions of this SECTION
             1.3(b) (to the satisfaction of the Administrator, acting
             reasonably), the Issuer will (x) satisfy its obligation to pay the
             outstanding Deferred Purchase Price allocable to the Unfinanced
             Interest by assigning, selling and transferring to the Seller all
             of the Issuer's right, title and interest, if any, in and to the
             Unfinanced Interest existing on the Termination Date, and (y)
             selling, assigning and transferring to the Seller all of the
             Issuer's right, title and interest in and to all Eligible
             Receivables and the Related Security (other than the Purchased
             Interest identified under this SECTION 1.3(b)) arising on and after
             the Termination Date, in each case, without any representation or
             warranty (whether express, implied, statutory, or otherwise) save
             and except that the Issuer has the power to sell and transfer such
             Unfinanced Interest and such Receivables and Related Security to
             the Seller and such Unfinanced Interest is free and clear of any
             Adverse Claim created by the Issuer.

     (c)     On and as of the Termination Date and at all times thereafter, the
             Purchased Interest, if any, that is identified according to and in
             compliance with the provisions of SECTION 1.3(b) shall be the total
             Purchased Interest for all purposes of this Agreement, except as
             required pursuant to SECTION 1.3(d).

     (d)     The Seller acknowledges and agrees that if:

             (i)    the Seller or the Servicer (if it is Smurfit-MBI) do not
                    comply with the provisions of SECTION 1.3(b) or the Eligible
                    Receivables identified by the Servicer pursuant to SECTION
                    1.3(b) shall fail to have an Outstanding Balance greater
                    than or equal to the Required Amount, the Purchased Interest
                    shall continue to include the Unfinanced Interest, the whole
                    of which shall be dealt with in accordance with SECTION 1.4
                    and without prejudice to any other right or remedy which the
                    Issuer may have against the Seller arising from such
                    non-compliance or failure; and

             (ii)   if the Seller and the Servicer (if it is Smurfit-MBI) shall
                    have complied with the provisions of SECTION 1.3(b), and at
                    any time thereafter, the Administrator, the Issuer or the
                    Servicer determines that, as of the Termination Date, the
                    aggregate Outstanding Balance of the Purchased Receivables
                    was, in fact, (through error or otherwise) less than the
                    Required Amount on such date, the Seller shall forthwith pay
                    to the Issuer on demand the amount of the deficiency to be
                    applied as Collections under this Agreement or, with the
                    prior written consent of the Issuer, transfer and assign to
                    the Issuer (i) additional Eligible Receivables, identified
                    from the

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                                      - 6 -

                    Trial Balance according to the procedure described in
                    SECTION 1.3(b) as at a date satisfactory to the
                    Administrator and having an aggregate Outstanding Balance in
                    the amount of such deficiency, (ii) the Related Security
                    with respect to such Eligible Receivables and (iii) all
                    Collections with respect to, and other proceeds of, such
                    Eligible Receivables and Related Security.

SECTION 1.4  SETTLEMENT PROCEDURES

     (a)     The Servicer in accordance with the terms of this Agreement shall
             administer collection of the Purchased Receivables. The Seller
             shall provide to the Servicer (if other than the Seller) on a
             timely basis all information needed for such administration,
             including notice of the occurrence of any Termination Day and
             current lists or records of and computations with respect to the
             Purchased Interest.

     (b)     The Servicer shall, on each day on which Collections of or with
             respect to the Purchased Interest are received (or deemed received)
             by the Seller or Servicer:

             (i)    retain for payment to the Issuer, (or at the request of the
                    Administrator, deposit in the Administration Account) out of
                    such Collections, FIRST an amount equal to the Collections
                    allocable to the Yield Reserve and which have not previously
                    been set aside or paid to the Issuer and SECOND, if the
                    Seller is not the Servicer, an amount equal to the unpaid
                    Servicing Fee accrued through such day for the Purchased
                    Interest and which has not previously been paid to the
                    Servicer;

             (ii)   subject to SECTION 1.4(f), if such day is not a Termination
                    Day, pay and remit to the Seller in part payment of the
                    Deferred Purchase Price allocable to the Unfinanced Interest
                    portion of the Purchased Interest giving rise to such
                    Collections a portion of such Collections in an amount equal
                    to the portion of the Collections allocable to the
                    Unfinanced Interest;

             (iii)  subject to SECTION 1.4(f) and satisfaction of the applicable
                    conditions set forth in Exhibit II, if such day is not a
                    Termination Day, pay and remit to the Seller, on behalf of
                    the Issuer, (A) in part payment of the Deferred Purchase
                    Price allocable to the portion of the Purchased Interest
                    giving rise to such Collections in an amount equal to the
                    sum of (x) the portion of Collections allocable to the
                    Servicing Fee Reserve after giving effect to the payments or
                    allocations made under SECTION 1.4(b)(i) above and (y) the
                    portion of the Collections allocable to the Loss Reserve and
                    the Dilution Reserve, and (B) the balance of such
                    Collections, to the extent allocable to the Capital of the
                    Purchased Interest, in part payment of the purchase price of
                    the portion of the Purchased Interest created since the last
                    day on which Collections were paid by the Issuer (or the
                    Servicer on its behalf) to the

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                                      - 7 -

                    Seller pursuant to this SECTION 1.4(b)(iii)(B); PROVIDED,
                    HOWEVER that if, at the time of any payment pursuant to this
                    SECTION 1.4(b)(iii)(B), the Net Receivables Pool Balance is
                    less than the Required Amount, (i) the Servicer shall pay
                    and remit to the Administration Account (to be applied by
                    the Issuer in reduction of the Capital of the Purchased
                    Interest), first, from Collections described in clause (A)
                    above and, second, from Collections described in clause (B)
                    above, an amount of such Collections as would, after giving
                    effect to such payment and reduction of Capital, result in
                    the Net Receivables Pool Balance being greater than or equal
                    to the Required Amount at such time and any remaining
                    portions of such Collections shall be remitted by the
                    Servicer to the Seller as provided under clauses (A) and (B)
                    above, and (ii) if after giving effect to any such reduction
                    in the Capital of the Purchased Interest under clause (x)
                    above, the Net Receivables Pool Balance is less than the
                    Required Amount, the Seller shall forthwith pay and remit to
                    the Administration Account a cash payment in reduction of
                    the Capital of the Purchased Interest in an amount equal to
                    the amount which when applied in reduction of the Capital of
                    the Purchased Interest will result in the Net Receivables
                    Pool Balance of the Purchased Receivables being greater than
                    or equal to the Required Amount; and

             (iv)   if such day is a Termination Day, deposit to the
                    Administration Account the aggregate of the Collections of
                    or with respect to the Purchased Interest (after giving
                    effect to all payments or allocations thereof under SECTION
                    1.4(b)(i)); PROVIDED that if the Seller is the Servicer, the
                    portion of such Collections allocable to the Servicing Fee
                    Reserve shall be paid to the Seller, and PROVIDED, FURTHER
                    that if such Termination Day is prior to the Termination
                    Date, the portion of Collections allocable to the Unfinanced
                    Interest shall be paid to the Seller and PROVIDED, FURTHER
                    that if amounts are held in or deposited to the
                    Administration Account on any Termination Day and,
                    thereafter, the conditions set forth in SECTION 2 of EXHIBIT
                    II are satisfied or are waived by the Administrator, such
                    amounts shall, to the extent representing Collections
                    allocable to the Capital of the Purchased Interest and to
                    the extent not yet applied to reduce the Capital of the
                    Purchased Interest, be paid in accordance with the preceding
                    PARAGRAPH (iii)(B) on the day of such subsequent
                    satisfaction or waiver of conditions and the balance (other
                    than the portion of such Collections allocable to the
                    accrued and unpaid Discount and Servicing Fees, if any)
                    shall be released to the Seller pursuant to PARAGRAPH
                    (iii)(A).

     (c)     The Servicer shall deposit into the Administration Account (or such
             other account designated by the Administrator) on each Settlement
             Date the sum of:

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                                      - 8 -

             (i)    if such day is not a Termination Day, an amount equal to the
                    lesser of (x) the Collections for the related Collection
                    Period then held for the Issuer pursuant to SECTION
                    1.4(b)(i) and (y) the sum of (A) the accrued and unpaid
                    Discount and Servicing Fees, if any, for such Settlement
                    Date and (B) any outstanding Negative Carry Amount; plus

             (ii)   the Collections held or received by the Servicer for the
                    Issuer pursuant to SECTIONS 1.4(f) AND SECTION 1.11.

             On each Settlement Date (if such day is not a Termination Day), the
             balance of the Collections held for the Issuer pursuant to SECTION
             1.4(b)(i) shall, after giving effect to SECTION 1.4(c)(i), be paid
             to the Seller in part payment of the Deferred Purchase Price.

     (d)     Upon receipt of funds deposited into the Administration Account
             pursuant to SECTION 1.4(b) or SECTION 1.4(c) with respect to the
             Purchased Interest, the Administrator shall cause such funds to be
             distributed or applied as follows:

             (i)    on each day that is not a Termination Day, FIRST to the
                    Issuer in payment in full of all accrued and unpaid Discount
                    and SECOND, to the Servicer (payable in arrears on each
                    Settlement Date) in payment of accrued and unpaid Servicing
                    Fees, if any, and THIRD, to the Issuer in reduction of the
                    then outstanding Capital; and

             (ii)   on each day that is a Termination Day:

                    (A)  all Dilution Collections deposited to the
                         Administration Account shall be set aside in a separate
                         sub-account of the Administration Account and, unless
                         released to the Seller pursuant to SECTION 1.4(b)(iv),
                         distributed as provided in SECTION 1.4(d)(iii); and

                    (B)  the remainder of the Collections deposited in the
                         Administration Account shall be distributed, FIRST to
                         the Issuer in payment of all accrued and unpaid
                         Discount, SECOND, if the Seller is not the Servicer, to
                         the Servicer in payment of all accrued and unpaid
                         Servicing Fees, THIRD, to the Issuer in reduction of
                         the outstanding Capital, FOURTH, if the Capital and
                         accrued Discount have been reduced to zero, and all
                         accrued Servicing Fees payable to the Servicer (if
                         other than the Seller) have been paid in full, to the
                         Issuer, the Administrator and any other Indemnified
                         Party or Affected Person in payment of any other
                         amounts owed thereto by the Seller or the Servicer (if
                         the Servicer is the Seller) under this Agreement; and

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                                      - 9 -

             (iii)  on and after the Termination Date, all Dilution Collections
                    on deposit in the Administration Account shall be
                    distributed as follows:

                    (A)  on each Settlement Date after the Termination Date and
                         on or before the Final Collection Date an amount equal
                         to the lesser of:

                         (x) the Dilution Collections then on deposit in the
                         Administration Account (after giving effect to all
                         deposits of Dilution Collections to the Administration
                         Account on such date);

                         (y) the excess of (1) the aggregate amount of Dilutions
                         for all Collection Periods ended after the Termination
                         Date over (2) the aggregate amount of Dilution
                         Collections paid to the Issuer pursuant to this SECTION
                         1.4(d)(iii) on all prior Settlement Dates, and

                         (z) the sum of the then unpaid Capital, the accrued and
                         unpaid Discount or Servicing Fees and the other amounts
                         payable or owing by the Seller or the Servicer (if it
                         is Smurfit-MBI or an Affiliate of the Seller) under
                         this Agreement to the Issuer, the Administrator or any
                         other Indemnified Party or Affected Person (after
                         giving effect to all distributions in respect thereof
                         on such date pursuant to SECTION 1.4(d)(ii)),

                         shall be distributed to and applied in the order
                         specified in SECTION 1.4(d)(ii)(B); and

                    (B)  on the Final Collection Date the balance of the
                         Dilution Collections, if any, on deposit in the
                         Administration Account (after giving effect to all
                         payments thereof to the Issuer on such date) shall be
                         paid to the Seller in part payment of the outstanding
                         Deferred Purchase Price; PROVIDED, HOWEVER, that if the
                         Issuer or any Indemnified Party has any outstanding or
                         unsatisfied claims for indemnification from or against
                         the Seller (in its capacity as Seller or Servicer)
                         under this Agreement, the remaining Dilution
                         Collections shall be paid to the Issuer in an amount
                         not exceeding the amount of such claims and thereafter
                         the balance of the Dilution Collections, if any, shall
                         be paid to the Seller.

             After the Capital and Discount and Servicing Fees with respect to
             the Purchased Interest, and any other amounts payable by the Seller
             to the Issuer, the Administrator or any other Indemnified Party or
             Affected Person hereunder, have been paid in full, all additional
             Collections with respect to the Purchased Interest

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                                     - 10 -

             shall be paid to the Seller for its own account in part payment of
             the outstanding Deferred Purchase Price.

     (e)     For the purposes of this SECTION 1.4:

             (i)    if on any day the Outstanding Balance of any Purchased
                    Receivable is subject to a Dilution, the Seller shall be
                    deemed to have received on such day a Collection of such
                    Purchased Receivable in the amount of such Dilution;

             (ii)   if on any day any of the representations or warranties in
                    PARAGRAPHS (g) or (k) of EXHIBIT III is not true with
                    respect to any Purchased Receivable, the Seller shall be
                    deemed to have received on such day a Collection of such
                    Purchased Receivable in full;

             (iii)  except as provided in PARAGRAPH (i) or (ii) of this SECTION
                    1.4(e), or as otherwise required by applicable law or the
                    relevant Contract, all Collections received from an Obligor
                    of any Receivable shall, unless such Obligor designates in
                    writing its payment for application to specific Receivables
                    or other indebtedness, be applied as follows: (i) first, as
                    Collections and to payment of Purchased Receivables owing by
                    such Person and, second, to payment of Receivables other
                    than Purchased Receivables and, (ii) then, to the Purchased
                    Receivables of such Obligor in the order of the age of such
                    Purchased Receivables, starting with the oldest such
                    Receivable, and (iii) if any such Collections of or with
                    respect to Purchased Receivables includes any payment of
                    interest, late payment, finance or similar charges, such
                    Collections will be applied first in payment of the
                    Outstanding Balance of the Purchased Receivables and second
                    in payment of such interest or other charges;

             (iv)   if and to the extent the Administrator or the Issuer shall
                    be required for any reason to pay over to an Obligor (or any
                    trustee, receiver, custodian or similar official in any
                    Insolvency Proceeding relating to the Obligor) any amount
                    received by it hereunder, such amount shall be deemed not to
                    have been so received but rather to have been retained by
                    the Seller and, accordingly, the Administrator or the
                    Issuer, as the case may be, shall have a claim against the
                    Seller for such amount, payable when and to the extent that
                    any distribution from or on behalf of such Obligor is made
                    in respect thereof; and

             (v)    on each Business Day which is not a Termination Day and for
                    so long as the Seller is the Servicer, on each date on which
                    Collections are received by the Seller (as Servicer or
                    otherwise), all Collections, including Deemed Collections,
                    to be paid (x) by the Seller (as Servicer) to the Issuer (or
                    the

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                                     - 11 -

                    Servicer on its behalf) pursuant to this Agreement and (y)
                    by the Issuer (or the Servicer on behalf of the Issuer) to
                    the Seller pursuant to SECTION 1.4(b)(iii) shall be deemed
                    to have been paid by the Seller to the Issuer (or the
                    Servicer on its behalf) and by the Servicer (on behalf of
                    the Issuer) to the Seller pursuant to SECTION 1.4(b)(iii),
                    as the case may be, as of the close of business on the day
                    such Collections are received, are deemed to have been
                    received or are Deemed Collections.

     (f)     If at any time the Seller shall wish to cause the reduction of a
             Portion of Capital (but not to commence the liquidation, or
             reduction to zero, of the entire Capital), the Seller may do so as
             follows:

             (i)    the Seller shall cause the Servicer to give the
                    Administrator at least ten Business Days' prior written
                    notice thereof (including the amount of such proposed
                    reduction and the proposed date on which such reduction will
                    commence),

             (ii)   on the proposed date of commencement of such reduction and
                    on each day thereafter, the Servicer shall not pay to the
                    Seller the Collections allocable to the Capital of the
                    Purchased Interest for each day during the period of
                    reduction with respect to such Capital otherwise payable to
                    the Seller pursuant to SECTION 1.4(b)(iii)(B) until the
                    aggregate amount of such Collections shall equal the desired
                    amount of reduction, and

             (iii)  the Servicer shall hold such Collections in trust for the
                    Issuer, for payment to the Administrator on the last day of
                    the Settlement Period during which the reduction commenced
                    and the Capital shall be deemed reduced in the amount to be
                    paid to the Administrator only when in fact finally so paid;

provided that,

             A. the amount of any such reduction shall be not less than
             $1,000,000 and shall be an integral multiple of $500,000, and the
             entire Capital (after giving effect to such reduction) shall be not
             less than $40,000,000 and shall be in an integral multiple of
             $500,000,

             B. the Seller shall choose a reduction amount, and the date of
             commencement thereof, so that to the extent practicable such
             reduction shall commence and conclude in the same Settlement
             Period, and

             C. if two or more Portions of Capital shall be outstanding at the
             time of any proposed reduction of Capital, such proposed reduction
             shall be applied, unless the Seller shall otherwise specify in the
             notice given pursuant to SECTION 1.4(f)(i),

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                                     - 12 -

             to the Portion of Capital, if any, in respect of which the Discount
             Rate is calculated by reference to the Alternate Rate.

     (g)     For the purposes of:

             (i)    clause (ii) of Section 1.4(f) of this Agreement and any
                    reduction of Capital contemplated thereby, the "Collections
                    allocable to the Capital of the Purchased Interest" for each
                    day during the period over which such reduction of Capital
                    is to occur means a portion of the collections and other
                    proceeds of the Receivables (including, without duplication,
                    Collections of Purchased Receivables) for each day during
                    such period in an amount equal to the product of such
                    collections and a fraction, the numerator of which is the
                    Capital of the Purchased Interest and the denominator of
                    which is the Outstanding Balance of the Receivables, in each
                    case, as of the first day of the period over which such
                    reduction of Capital is to occur; and

             (ii)   any other section or clause of this Agreement and any day,
                    the "Collections allocable" to the Capital of the Purchased
                    Interest, the Loss Reserve, the Yield Reserve, the Dilution
                    Reserve, the Servicing Fee Reserve or the Unfinanced
                    Interest on or for such day means an amount or portion of
                    the Collections of the Purchased Receivables for such day
                    equal to the product of such amount or portion of
                    Collections and a fraction, the numerator of which is the
                    Capital of the Purchased Interest, the Loss Reserve, the
                    Yield Reserve, the Dilution Reserve, the Servicing Fee
                    Reserve or the Unfinanced Interest, as the case may be, and
                    the denominator of which is the Outstanding Balance of the
                    Receivables, in each case, as of the close of business on
                    the Business Day preceding such day.

SECTION 1.5  FEES

The Seller shall pay to the Administrator certain fees in the amounts and on the
dates set forth in a letter between the Seller and the Administrator delivered
pursuant to SECTION 1 of EXHIBIT II, as such letter agreement may be amended,
supplemented or otherwise modified from time to time.

SECTION 1.6  PAYMENTS AND COMPUTATIONS, ETC.

     (a)     All amounts to be paid or deposited by the Seller or the Servicer
             hereunder to the Issuer or to the Administration Account shall be
             paid or deposited no later than 11:00 a.m. (Toronto time) on the
             day when due in same day funds. Deposits and payments of
             Collections shall be deposited to the Administration Account under
             SECTION 1.4(b) by the close of business on the date of receipt of
             such Collections by the Seller or the Servicer. All amounts
             received by the Issuer from, or

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                                     - 13 -

             deposited to the Administration Account by, the Seller or the
             Servicer after 11:00 a.m. (Toronto time) will be deemed to have
             been received on the immediately succeeding Business Day.

     (b)     The Seller shall pay interest on any amount not paid or deposited
             by the Seller (whether as Servicer or otherwise) when due
             hereunder, at an interest rate equal to the Prime Rate plus 2.0%
             PER ANNUM payable on demand.

     (c)     All computations of interest under SUBSECTION (b) above and all
             computations of Discount, fees, and other amounts hereunder shall
             be made on the basis of a year of 365 days for the actual number of
             days elapsed. Whenever any payment or deposit to be made hereunder
             shall be due on a day other than a Business Day, such payment or
             deposit shall be made on the next succeeding Business Day and such
             extension of time shall be included in the computation of such
             payment or deposit.

     (d)     The Seller will remit all Collections with respect to the Purchased
             Interest (including deemed Collections) to the Servicer on the same
             day such Collections are received or deemed received, and the
             Servicer shall apply the Collections as provided in this Agreement.

     (e)     Each of the Seller and the Servicer shall make all payments
             required to be made by it hereunder, without deduction, regardless
             of any defence or counterclaim (whether based on any law, rule or
             policy now or hereafter issued or enacted by any government
             authority or regulatory body).

SECTION 1.7  DIVIDING OR COMBINING PORTIONS OF CAPITAL

The Capital invested in the Purchased Interest shall be divided into one or more
portions (each, a "PORTION OF CAPITAL") equal, in the aggregate, to the then
outstanding Capital. Each Portion of Capital and the amount thereof shall be
determined by reference to its source of funding, through the issuance of Notes,
or otherwise than through the issuance of Notes. To the extent that the Capital
is funded through the issuance of Notes, such Portion of Capital will accrue
Discount calculated at the CP Rate and, to the extent that the Issuer is not
funding any Portion of Capital as aforesaid, in whole or in part, such Portion
of Capital or part thereof will, to the extent available, be funded under the
Liquidity Agreement as a separate Portion of Capital accruing or generating
Discount at a rate based on the Alternate Rate for such Portion of Capital which
Portion of Capital shall be created on the day the Issuer ceases funding any
Portion of Capital, in whole or in part, with the proceeds of Notes. Any Portion
of Capital reacquired from the Purchasers by the Issuer with the proceeds of
Notes will be added to or combined with or a Portion of Capital bearing Discount
calculated at the CP Rate.

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                                     - 14 -

SECTION 1.8  INCREASED COSTS

     (a)     If the Administrator, the Issuer, any Purchaser or any of their
             respective Affiliates (each an "AFFECTED PERSON") determines that
             the existence of or compliance with (i) any law or regulation of
             any Governmental Authority or any change therein or any change in
             the interpretation or application thereof by any Governmental
             Authority, in each case adopted, issued or occurring after the date
             hereof or, (ii) the introduction of any change in Canadian
             generally accepted accounting principles relating to consolidation
             of variable interest entities similar to those principles
             enunciated by the United States Financial Accounting Standards
             Board in FASB Interpretation No. 46 of Accounting Research Bulletin
             No. 51 which is applicable to any Affected Person, (iii) any
             request, guideline or directive from any Governmental Authority
             (whether or not having the force of law) issued or occurring after
             the date of this Agreement affects the amount of capital required
             to be maintained by such Affected Person and such Affected Person
             reasonably determines that the amount of such capital is increased
             by or based upon the existence of any commitment to make purchases
             of or otherwise to maintain an investment in the Purchased Interest
             related to this Agreement or any related liquidity facility or
             credit enhancement facility and other commitments of the same type,
             then, upon demand by such Affected Person (with a copy to the
             Administrator), the Seller shall immediately pay to the
             Administrator, for the account of such Affected Person, from time
             to time as specified by such Affected Person, additional amounts
             sufficient to compensate such Affected Person in light of such
             circumstances, to the extent that such Affected Person reasonably
             determines such increase in capital to be allocable to the
             existence of any of such commitments. A certificate from such
             Affected Person to the Seller certifying, in reasonably specific
             detail, the basis for, calculation of, and amount of such amounts
             shall, absent manifest error, be conclusive and binding evidence of
             the amount payable to the Affected Person for all purposes.

     (b)     If, due to either (i) the introduction of, or any change in or in
             the interpretation of, any law or regulation by any Governmental
             Authority (ii) the introduction of any change in Canadian generally
             accepted accounting principles relating to consolidation of
             variable interest entities similar to those principles enunciated
             by the United States Financial Accounting Standards Board in FASB
             Interpretation No. 46 of Accounting Research Bulletin No. 51 which
             is applicable to any Affected Person, or (iii) compliance with any
             guideline or request from any Governmental Authority (whether or
             not having the force of law), there shall be any increase in the
             cost to any Affected Person of agreeing to purchase or purchasing,
             or maintaining the ownership of the Purchased Interest, then, upon
             demand by such Affected Person, the Seller shall immediately pay to
             such Affected Person, from time to time as specified, additional
             amounts sufficient to compensate such Affected Person for such
             increased costs. A certificate from

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                                     - 15 -

             such Affected Person to the Seller certifying, in reasonably
             specific detail, the basis for, calculation of, and amount of such
             amounts shall, absent manifest error, be conclusive and binding
             evidence of the amount payable to the Affected Person for all
             purposes.

     (c)     Notwithstanding the foregoing, an Affected Person shall not be
             entitled to claim any additional amounts under this SECTION 1.8 if
             such amounts relate to a period prior to the date which is sixty
             days prior to the date such Affected Person makes a claim for
             payment of such additional amounts pursuant to this SECTION 1.8
             unless (i) such additional amounts arise from an assessment or
             reassessment made against or with respect to the Affected Person by
             any Governmental Authority in respect of a period prior to such
             sixty day period and (ii) the Administrator or the Affected Person
             shall have notified the Seller of such assessment or reassessment
             within sixty days of receipt of same by the Affected Person.

SECTION 1.9  REQUIREMENTS OF LAW

In the event that any Affected Person reasonably determines that the existence
of or compliance with (i) any law or regulation, or any change therein or in the
interpretation or application thereof, of or by any Governmental Authority, in
each case adopted, issued or occurring after the date hereof or (ii) any
request, guideline or directive from any Governmental Authority (whether or not
having the force of law) issued or occurring after the date of this Agreement:

     (a)     does or shall subject such Affected Person to any tax of any kind
             whatsoever with respect to this Agreement, any increase in the
             aggregate Outstanding Balance of the Purchased Receivables or in
             the amount of Capital relating thereto, or does or shall change the
             basis of taxation of payments to such Affected Person on account of
             Collections, Discount or any other amounts payable hereunder
             (excluding taxes imposed on the overall net income of such Affected
             Person, and franchise taxes imposed on such Affected Person, by the
             jurisdiction under the laws of which such Affected Person is
             organized or a political subdivision thereof);

     (b)     does or shall impose, modify or hold applicable any reserve,
             special deposit, compulsory loan or similar requirement against
             assets held by, or deposits or other liabilities in or for the
             account of, purchases, advances or loans by, or other credit
             extended by, or any other acquisition of funds by, any office of
             such Affected Person which are not otherwise included in the
             determination of the BA Rate or the Prime Rate hereunder; or

     (c)     does or shall impose on such Affected Person any other condition;

and the result of any of the foregoing is (x) to increase the cost to such
Affected Person of acting as Administrator, or of agreeing to purchase or
purchasing or maintaining the ownership of the Purchased Interest (or interests
therein) or any Portion of Capital in respect of which Discount is

<Page>

                                     - 16 -

computed by reference to the BA Rate or the Prime Rate or (y) to reduce any
amount receivable hereunder (whether directly or indirectly) funded or
maintained by reference to the BA Rate or the Prime Rate, then, in any such
case, upon demand by such Affected Person the Seller shall pay such Affected
Person any additional amounts necessary to compensate such Affected Person for
such additional cost or reduced amount receivable. All such amounts shall be
payable as incurred. A certificate from such Affected Person to the Seller
certifying, in reasonably specific detail, the basis for, calculation of, and
amount of such additional costs or reduced amount receivable shall be
conclusive, in the absence of manifest error, of the amount payable to the
Affected Person.

Notwithstanding the foregoing, an Affected Person shall not be entitled to claim
any additional amounts under this SECTION 1.9 if such amounts relate to a period
prior to the date which is sixty days prior to the date such Affected Person
makes a claim for payment of such additional amounts pursuant to this SECTION
1.9 unless (i) such additional amounts arise from an assessment or reassessment
made against or with respect to the Affected Person by any Governmental
Authority in respect of a period prior to such sixty day period and (ii) the
Administrator or the Affected Person shall have notified the Seller of such
assessment or reassessment within sixty days of receipt of same by the Affected
Person.

SECTION 1.10 ASSIGNMENT

In order to preserve, protect and perfect the sale, transfer and assignment of
the Purchased Interest pursuant to SECTION 1.3, the Seller shall, prior to the
date of the initial purchase under SECTION 1.2(a), execute and deliver to the
Issuer and file or register in all appropriate offices or registration systems
under any applicable PPSA, an assignment of the Purchased Receivables and
Related Security in substantially the form of Annex A to this Agreement (the
"ASSIGNMENT") and all Financing Statements contemplated by PARAGRAPH 1(d) of
EXHIBIT IV.

SECTION 1.11 OPTIONAL PURCHASE

     (a)     Prior to the earlier of the Termination Date or the designation of
             a successor Servicer pursuant to SECTION 4.1(a), the Seller shall
             have the right (but not the obligation) to repurchase on any
             Settlement Date any Purchased Receivables sold by it to the Issuer
             which became Defaulted Receivables during the immediately preceding
             Collection Period at a purchase price equal to the Outstanding
             Balance of such Purchased Receivables as of the Cut-Off Date for
             the immediately preceding Collection Period (the "OPTION PRICE").
             The Seller shall exercise its option by (i) giving the
             Administrator written notice of the Seller's exercise of such
             option on or before the fifth Business Day prior to the Settlement
             Date upon which the Seller intends to repurchase any Defaulted
             Receivables under this SECTION 1.11(a) specifying by invoice number
             the Defaulted Receivables to be repurchased, the names of the
             related Obligors and the Outstanding Balance of such Defaulted
             Receivables as of the Cut-Off Date for the immediately preceding

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                                     - 17 -

             Collection Period and (ii) paying to the Servicer for deposit to
             the Administration Account on such Settlement Date an amount equal
             to the Option Price.

     (b)     Upon payment or deposit of any Option Price to the Servicer or to
             the Administration Account pursuant to SECTIONS 1.11(a), the Issuer
             shall be deemed to have assigned, sold and transferred to the
             Seller all of the Issuer's right, title and interest in and to the
             related Receivables, an interest in all Related Security with
             respect to such Receivables (to the extent that the Seller requires
             an interest in such Related Security to collect or enforce payment
             of such Receivables), and all Collections with respect to, and
             other proceeds of, such Receivables and such interest in such
             Related Security (each, a "RE-ASSIGNED PURCHASED INTEREST"), all
             without the need of any instrument or assignment, and without any
             representation or warranty (whether express, implied, statutory, or
             otherwise) save and except that the Issuer has the power to sell
             and transfer such Re-assigned Purchased Interest to the Seller and
             such Re-assigned Purchased Interest is free and clear of any
             Adverse Claim created by the Issuer, the Administrator or any
             Servicer other than the Seller.

                                    ARTICLE 2
                   REPRESENTATIONS AND WARRANTIES; COVENANTS;
                               TERMINATION EVENTS

SECTION 2.1  REPRESENTATIONS AND WARRANTIES; COVENANTS

The Seller hereby makes the representations and warranties, and hereby agrees to
perform and observe the covenants, made or given by it and set forth in EXHIBITS
III and IV, respectively hereto.

The Servicer hereby agrees to perform and observe the covenants made or given by
it and set forth in EXHIBIT IV hereto.

The Issuer hereby makes the representations and warranties made or given by it
and set forth in EXHIBIT III HERETO.

SECTION 2.2  TERMINATION EVENTS

If any of the Termination Events set forth in EXHIBIT V hereto shall occur, the
Administrator may, by notice to the Seller, declare the Facility Termination
Date to have occurred (in which case the Facility Termination Date shall be
deemed to have occurred); PROVIDED that, automatically upon the commencement or
occurrence of any Insolvency Proceeding with respect to the Seller (without any
requirement for the passage of time or the giving of notice), the Facility
Termination Date shall occur. Upon any such declaration, occurrence or deemed
occurrence of the Facility Termination Date, the Issuer and the Administrator
shall have, in addition to the rights and remedies which they may have under
this Agreement, all other rights and remedies

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                                     - 18 -

provided after default under the applicable PPSA and under other applicable law,
which rights and remedies shall be cumulative. Notwithstanding the foregoing,
the Administrator may, in its sole discretion, waive any Termination Event.

                                    ARTICLE 3
                                 INDEMNIFICATION

SECTION 3.1  INDEMNITIES BY THE SELLER

Without limiting any other rights that the Administrator or the Issuer or any of
their respective Affiliates, employees, agents, successors, transferees or
assigns (each, an "INDEMNIFIED PARTY") may have hereunder or under applicable
law, the Seller hereby agrees to indemnify each Indemnified Party from and
against any and all claims, damages, expenses, losses and liabilities (including
Legal Costs) (all of the foregoing being collectively referred to as
"INDEMNIFIED AMOUNTS") arising out of, relating to or resulting from (whether
directly or indirectly), and the Seller shall pay on demand to each Indemnified
Party any and all amounts necessary to indemnify such Indemnified Party from and
against any and all Indemnified Amounts relating to or resulting from, any of
the following:

     (a)     the failure of (i) any Receivable included in the calculation of
             the Net Receivables Pool Balance as an Eligible Receivable to be an
             Eligible Receivable, (ii) any Receivable identified as a Purchased
             Receivable pursuant to SECTION 1.3(b) to be an Eligible Receivable
             as of the date of such identification, (iii) any information
             contained in a Portfolio Report to be true and correct, or (iv) any
             other information provided to the Issuer or the Administrator with
             respect to Receivables or this Agreement to be true and correct;

     (b)     the failure of any representation or warranty or written statement
             made or deemed made by the Seller, as Servicer or otherwise, under
             or in connection with this Agreement to have been true and correct
             in all respects when made or deemed to be made;

     (c)     the failure by the Seller, as Servicer or otherwise, to comply with
             any applicable law, rule or regulation with respect to any
             Purchased Receivable or the related Contract; or the failure of any
             Purchased Receivable or the related Contract to conform to any such
             applicable law, rule or regulation;

     (d)     the failure to vest in the Issuer a valid and enforceable ownership
             interest in the Purchased Interest, free and clear of any Adverse
             Claim (other than an Adverse Claim created or granted by the
             Issuer) including, without limitation, any claim by any
             Governmental Authority that any part of the Purchased Interest
             consisting of amounts payable by the related Obligors in respect of
             goods and services, sales or other taxes constitute the property of
             or are otherwise subject to the ownership, control or an Adverse
             Claim of or in favour of such Governmental Authority;

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                                     - 19 -

     (e)     the failure to have filed, or any delay in filing, Financing
             Statements or other similar instruments or documents under the PPSA
             of any applicable jurisdiction or other applicable laws with
             respect to the Purchased Interest or any part thereof, whether at
             the time of any purchase or purchase price payment or at any
             subsequent time, necessary or desirable to vest in the Issuer a
             first priority perfected security interest in the Purchased
             Interest free and clear of any Adverse Claim (other than any
             Adverse Claim created or granted by the Issuer);

     (f)     any Dilution or other dispute, claim, offset or defence (other than
             discharge in bankruptcy of the Obligor) of the Obligor to the
             payment of any Purchased Receivable (including, without limitation,
             a defence based on such Receivable or the related Contract not
             being a legal, valid and binding obligation of such Obligor
             enforceable against it in accordance with its terms), or any other
             claim resulting from the sale of the goods or services related to
             such Purchased Receivable or the furnishing or failure to furnish
             such goods or services or relating to collection activities with
             respect to such Purchased Receivable (if such collection activities
             were performed by the Seller or any of its Affiliates acting as
             Servicer or by any agent or independent contractor retained by the
             Seller or any of its Affiliates);

     (g)     any failure of the Seller, as Servicer or otherwise, to perform its
             duties or obligations in accordance with the provisions hereof or
             to perform its duties or obligations under the Contracts;

     (h)     any products liability or other claim, investigation, litigation or
             proceeding arising out of or in connection with merchandise,
             insurance or services which are the subject of any Contract;

     (i)     the commingling of Collections of or with respect to the Purchased
             Interest at any time with other funds;

     (j)     any Canadian, foreign, federal, provincial, state, municipal, local
             or other tax of any kind or nature whatsoever that may be imposed
             on the Administrator or the Issuer on account of any payment made
             under this Article 3;

     (k)     any Canadian, foreign, federal, provincial, state, municipal, local
             or other tax of any kind or nature whatsoever that may be imposed
             on the Issuer or the Purchased Interest (except for Taxes on the
             net income or profits of the Issuer and any additional taxes that
             result solely by virtue of an assignment to or the exercise of any
             rights hereunder by a non-resident of Canada) with respect to, or
             resulting from any delay in paying or any omission to pay, any
             taxes required to be paid, deducted or withheld and remitted, in
             connection with the execution, delivery, filing, recording and
             enforcement hereof and of the Transaction Documents or in
             connection with the consummation of the transactions (including any
             purchase by

<Page>

                                     - 20 -

             the Issuer of Purchased Interest or performance of the obligations
             contemplated hereby and thereby or under the Transaction Documents,
             provided that the Issuer shall first provide the Seller with
             reasonable documentary evidence that such taxes or payments are due
             and owing by the Issuer and further provided that any such gross-up
             shall be reduced to the extent of any benefit, deduction, credit or
             other reduction in taxes otherwise payable by the Issuer received
             by or otherwise to the Issuer in respect of any such payment, as
             determined in the sole discretion of the Issuer;

     (l)     any remittance from Collections which may be required by the
             Minister of National Revenue pursuant to the EXCISE TAX ACT
             (Canada);

     (m)     any reduction in Capital as a result of the distribution of
             Collections pursuant to SECTION 1.4(d), in the event that all or a
             portion of such distributions shall thereafter be rescinded or
             otherwise must be returned for any reason; or

     (n)     the failure of (i) the Net Receivables Pool Balance to be greater
             than or equal to the Required Amount, (ii) the Seller (if it is the
             Servicer) to identify on the Termination Date Eligible Receivables
             having an aggregate Outstanding Balance at least equal to the
             Required Amount, or (iii) the aggregate Outstanding Balance of the
             Purchased Receivables to be equal to the Required Amount on the
             Termination Date;

excluding, however, in each case (a) Indemnified Amounts to the extent resulting
from gross negligence, wilful misfeasance or wilful misconduct on the part of
such Indemnified Party, (b) recourse (except as otherwise specifically provided
in this Agreement) for uncollectible Receivables, (c) any overall net income
taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction
under the laws of which such Indemnified Party is organized or any political
subdivision thereof or (d) any consequential, punitive or exemplary damages.

At the request of the Issuer, the Seller will, at its expense, co-operate with
the Issuer in any action, suit or proceeding brought by or against the Issuer
relating to any of the transactions contemplated by this Agreement, any
Receivable or any Contract (other than an action, suit or proceeding by the
Seller against the Issuer or by the Issuer against the Seller). In addition, the
Seller agrees to notify the Issuer and the Issuer agrees to notify the Seller
promptly upon learning of any pending or threatened action, suit or proceeding,
if the judgment or expenses of defending such action, suit or proceeding would
be covered by this Section 3.1 and (except as aforesaid) to consult with the
Issuer concerning the defence and prior to settlement; provided, however, that
if (i) the Seller shall have acknowledged that this Section 3.1 would cover any
judgment or expenses in any action, suit or proceeding, and (ii) the Seller has
the financial ability to satisfy such judgment or expenses, then the Seller
shall have the right, at its expense, on behalf of the Issuer or otherwise, to
defend such action, suit or proceeding with counsel selected by it, and shall
have reasonable discretion as to whether to litigate, appeal or enter into an
exclusively monetary settlement.

<Page>

                                     - 21 -

                                    ARTICLE 4
                         ADMINISTRATION AND COLLECTIONS

SECTION 4.1  APPOINTMENT OF SERVICER

     (a)     The Person so designated from time to time as Servicer in
             accordance with this Section 4.1 shall conduct the servicing,
             administering and collection of the Purchased Receivables. Until
             the Administrator gives notice to the Seller (in accordance with
             this SECTION 4.1) of the designation of a new Servicer, Smurfit-MBI
             is hereby designated as, and hereby agrees to perform the duties
             and obligations of, the Servicer pursuant to the terms hereof, it
             being understood and agreed that the Issuer has agreed to purchase
             the Purchased Receivables from the Seller on a fully serviced basis
             and that, so long as the Seller is the Servicer, payment of the
             purchase price for the Purchased Receivables in the amounts, at the
             times and in the manner provided for in this Agreement shall
             constitute the full compensation and remuneration of Smurfit-MBI
             for acting as Servicer hereunder. Upon the occurrence of a
             Termination Event, the Administrator may, on ten (10) days' written
             notice to the Servicer, designate as Servicer any Person (including
             itself) to succeed or any successor Servicer, on the condition that
             any such Person so designated shall agree to perform and be bound
             by the duties and obligations of the Servicer pursuant to the terms
             hereof.

     (b)     Upon the designation of a successor Servicer as set forth in
             SECTION 4.1(a) hereof, Smurfit-MBI agrees that it will terminate
             its activities as Servicer hereunder in a manner which the
             Administrator reasonably determines will facilitate the transition
             of the performance of such activities to the new Servicer, and
             Smurfit-MBI shall cooperate with and assist such new Servicer. Such
             co-operation shall include (without limitation) access to and
             transfer of Records and use by the new Servicer of all licenses,
             hardware or software necessary or desirable to collect the
             Purchased Interest.

     (c)     The Seller acknowledges that, in making its decision to execute and
             deliver this Agreement, the Administrator and the Issuer have
             relied on Smurfit-MBI's agreement to act as Servicer hereunder.
             Accordingly, Smurfit-MBI agrees that it will not voluntarily resign
             as Servicer.

     (d)     The Servicer may delegate its duties and obligations hereunder to
             any subservicer (each, a "SUB-SERVICER"); provided that, in each
             such delegation, (i) such Sub-Servicer shall agree in writing to
             perform the duties and obligations of the Servicer pursuant to the
             terms hereof, (ii) the Servicer shall remain primarily liable to
             the Issuer for the performance of the duties and obligations so
             delegated, (iii) the Seller, the Administrator and the Issuer shall
             have the right to look solely to the Servicer for performance and
             (iv) the terms of any agreement with any Sub-Servicer shall provide
             that the Administrator may terminate such agreement upon

<Page>

                                     - 22 -

             the termination of the Servicer hereunder by giving notice of its
             desire to terminate such agreement to the Servicer (and the
             Servicer shall provide appropriate notice to such Sub-Servicer).

SECTION 4.2  DUTIES OF SERVICER

     (a)     The Servicer shall take or cause to be taken all such action as may
             be necessary or advisable to collect each Purchased Receivable from
             time to time, all in accordance with this Agreement and all
             applicable laws, rules and regulations, with reasonable care and
             diligence, and in accordance with the Credit and Collection Policy.
             The Servicer may, in accordance with the Credit and Collection
             Policy, extend the maturity of any Purchased Receivable (but not
             beyond thirty (30) days) and extend the maturity or adjust the
             Outstanding Balance of any Defaulted Receivable as the Servicer may
             determine to be appropriate to maximize Collections thereof;
             PROVIDED, HOWEVER, that (i) such extension or adjustment shall not
             alter the status of such Purchased Receivable as a Delinquent
             Receivable or a Defaulted Receivable or limit the rights of the
             Issuer or the Administrator under this Agreement and (ii) if a
             Termination Event has occurred and the Seller is still serving as
             Servicer, the Seller, may make such extension or adjustment with
             respect to a Purchased Receivable only upon the prior written
             approval of the Administrator. The Seller shall deliver to the
             Servicer and the Servicer shall hold for the benefit of the Seller
             and the Administrator (for the benefit of the Issuer and
             individually) in accordance with their respective interests, all
             Records and documents (including without limitation computer tapes
             or disks) with respect to each Purchased Receivable.
             Notwithstanding anything to the contrary contained herein, the
             Administrator may direct the Servicer and any Sub-Servicer (whether
             the Servicer is the Seller or any other Person) to commence or
             settle any legal action to enforce collection of any Purchased
             Receivable or to foreclose upon or repossess any Related Security;
             PROVIDED, HOWEVER, that no such direction may be given unless
             either (i) a Termination Event has occurred or (ii) the
             Administrator believes in good faith that failure to commence,
             settle, or effect such legal action, foreclosure or repossession
             could adversely affect Receivables constituting a material portion
             of the Purchased Receivables.

     (b)     The Servicer shall as soon as practicable following actual receipt
             of collected funds turn over to the Seller the collections of any
             Receivable that is not a Purchased Receivable, less, in the event
             the Seller is not the Servicer, all reasonable and appropriate
             out-of-pocket costs and expenses of such Servicer of servicing,
             collecting and administering such collections; PROVIDED, HOWEVER,
             if the Seller is not the Servicer, the Servicer shall not be under
             any obligation to remit any such funds to the Seller unless and
             until the Servicer has received from the Seller evidence
             satisfactory to the Administrator and the Servicer, in both cases

<Page>

                                     - 23 -

             acting reasonably, that the Seller is entitled to such funds
             hereunder and under applicable law. Upon the Servicer receiving
             such evidence, the Servicer shall forthwith remit such funds to the
             Seller.

     (c)     Notwithstanding anything to the contrary contained in this ARTICLE
             4, the Servicer, if not the Seller, shall have no obligation to
             collect, enforce or take any other action described in this ARTICLE
             4 with respect to any indebtedness that is not a Purchased
             Receivable. It is expressly understood and agreed by the parties
             that such Servicer's duties in respect of any indebtedness that is
             not a Purchased Receivable are set forth in this SECTION 4.2 in
             their entirety. Upon delivery by such Servicer of funds or records
             relating to any Receivables that is not a Purchased Receivable to
             the Seller, such Servicer shall have discharged in full all of its
             responsibilities to make any such delivery.

     (d)     The Servicer's obligations hereunder shall terminate on the later
             of (i) the Facility Termination Date and (ii) the date on which all
             amounts required to be paid to the Issuer, the Administrator and
             any other Indemnified Party or Affected Person hereunder shall have
             been paid in full.

             After such termination, if the Seller was not the Servicer on the
             date of such termination, the Servicer shall promptly deliver to
             the Seller all Records and related materials that the Seller
             previously provided to the Servicer in connection with this
             Agreement.

SECTION 4.3  ENFORCEMENT RIGHTS

     (a)     At any time following the occurrence of a Termination Event or
             following the designation of a Servicer (other than the Seller)
             pursuant to SECTION 4.1 hereof:

             (i)    the Administrator may direct the Obligors that payment of
                    all amounts payable under any Purchased Receivable be made
                    directly to the Administrator or its designee;

             (ii)   the Administrator may instruct the Seller to give notice of
                    the Issuer's ownership interest in Purchased Receivables to
                    each Obligor, which notice shall direct that payments be
                    made directly to the Administrator or its designee, and upon
                    such instruction from the Administrator the Seller shall
                    give such notice at the expense of the Seller; provided,
                    that if the Seller fails to so notify each Obligor, the
                    Administrator may so notify the Obligors; and

             (iii)  the Administrator may request the Seller to, and upon such
                    request the Seller shall, (A) assemble all of the records
                    necessary or desirable to collect the Purchased Receivables
                    and the Related Security, and transfer or

<Page>

                                     - 24 -

                    license to the new Servicer, to the extent the Seller has
                    the power to do so, the use of all software necessary or
                    desirable to collect the Purchased Receivables and the
                    Related Security, and, to the extent it is legally able,
                    make the same available to the Administrator or its designee
                    at a place selected by the Administrator, and (B) segregate
                    all cash, cheques and other instruments received by it from
                    time to time constituting Collections with respect to the
                    Purchased Receivables in a manner acceptable to the
                    Administrator, acting reasonably, and, promptly upon
                    receipt, remit all such cash, cheques and instruments, duly
                    endorsed or with duly executed instruments of transfer, to
                    the Administrator or its designee.

     (b)     The Seller hereby authorises the Administrator, and irrevocably
             appoints the Administrator as its attorney-in-fact with full power
             of substitution and with full authority in the place and stead of
             the Seller, which appointment is coupled with an interest, to take
             any and all steps in the name of the Seller and on behalf of the
             Seller necessary or desirable, in the determination of the
             Administrator, to collect on or after the Termination Date any and
             all amounts or portions thereof due under any and all Purchased
             Receivables or Related Security, including, without limitation,
             endorsing the name of the Seller on cheques and other instruments
             representing Collections and enforcing such Purchased Receivables,
             Related Security and the related Contracts. Notwithstanding
             anything to the contrary contained in this SUBSECTION (b), none of
             the powers conferred upon such attorney-in-fact pursuant to the
             immediately preceding sentence shall subject such attorney-in-fact
             to any liability if any action taken by it shall prove to be
             inadequate or invalid, nor shall they confer any obligations upon
             such attorney-in-fact in any manner whatsoever.

SECTION 4.4  RESPONSIBILITIES OF THE SELLER

     (a)     Anything herein to the contrary notwithstanding, the Seller shall
             (i) perform all of its obligations under the Contracts related to
             the Purchased Receivables to the same extent as if interests in
             such Purchased Receivables had not been transferred hereunder, and
             the exercise by the Administrator or the Issuer of its rights
             hereunder shall not relieve the Seller from such obligations and
             (ii) pay when due any taxes, including, without limitation, any
             goods and services, excise or sales taxes arising, forming part of
             or payable in connection with the Purchased Receivables and their
             creation and satisfaction. The Administrator and the Issuer shall
             not have any obligation or liability with respect to any Purchased
             Receivable, any Related Security or any related Contract, nor shall
             any of them be obligated to perform any of the obligations of the
             Seller under any of the foregoing.

<Page>

                                     - 25 -

     (b)     The Seller hereby irrevocably agrees that if at any time it shall
             cease to be the Servicer hereunder, it shall act (if the
             then-current Servicer so requests) as the data-processing agent of
             the Servicer and, in such capacity, the Seller shall conduct the
             data-processing functions of the administration of the Receivables
             and the Collections thereon in substantially the same way that the
             Seller conducted such data-processing functions while it acted as
             the Servicer or Sub-Servicer, as applicable.

SECTION 4.5  SERVICING FEE

The Servicer, if it is not the Seller or an Affiliate of the Seller, shall be
paid a monthly fee in respect of each Collection Period, through distributions
contemplated by SECTION 1.4(d), in an amount mutually agreed upon by the
Servicer and the Issuer.

SECTION 4.6  OBLIGATIONS OF ADMINISTRATOR

     (a)     On or before 10:00 a.m. (Toronto time) on the second Business Day
             preceding each Settlement Date, the Administrator shall (i)
             calculate the Discount for such Settlement Date and the related
             Settlement Period and (ii) provide the Seller and the Servicer with
             written notice of such Discount (including the calculation of the
             Discount Rate for such Settlement Date). Such Discount shall be
             calculated using an estimate of the Discount Rate, if necessary,
             for the remaining days in such Settlement Period based on the
             weighted average of the CP Rates and the Alternate Rates applicable
             to the Portions of Capital outstanding during the related
             Settlement Period determined as of the close of business on the
             Business Day preceding such second Business Day; PROVIDED, HOWEVER,
             that each calculation of Discount shall be adjusted as provided in
             SECTION 4.6 (b) hereof.

     (b)     On or before 10:00 a.m. (Toronto time) on the second Business Day
             preceding each Settlement Date, the Administrator shall, if the
             Administrator shall have used an estimate of the Discount for the
             Capital of the Purchased Interest pursuant to SECTION 4.6 (a) with
             respect to the immediately preceding Settlement Period, compute the
             actual Discount for such Settlement Period, and (i) if the actual
             Discount so computed are greater than the estimated Discount for
             such immediately preceding Settlement Period, the Discount
             calculated pursuant to SECTION 4.6 (a) for the current Settlement
             Period shall be increased by the amount of such difference, and
             (ii) if the actual Discount so computed are less than the estimated
             Discount for such immediately preceding Settlement Period, the
             Discount calculated pursuant to SECTION 4.6(a) for the current
             Settlement Period shall be decreased by the amount of such
             difference.

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                                     - 26 -

                                    ARTICLE 5
                                  MISCELLANEOUS

SECTION 5.1  AMENDMENTS, ETC.

No amendment or waiver of any provision of this Agreement or consent to any
departure by the Seller or Servicer therefrom shall be effective unless in a
writing signed by the Administrator, and, in the case of any amendment, by the
Seller and the Servicer and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. No failure on the part of the Issuer or Administrator to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.

SECTION 5.2  NOTICES, ETC

     (a)     All notices and other communications hereunder shall, unless
             otherwise stated herein, be in writing (which shall include
             facsimile communication) and sent or delivered, to each party
             hereto, at its address set forth under its name on the signature
             pages hereof or at such other address as shall be designated by
             such party in a written notice to the other parties hereto. Notices
             and communications sent by facsimile shall be effective when sent
             (and shall be followed by hard copy sent by first class mail), and
             notices and communications sent by other means shall be effective
             when received.

     (b)     The Rating Agency shall be provided with notice of (i) any waiver
             by the Administrator of the conditions set forth in Section 2 of
             Exhibit II, (ii) the designation of a new Servicer pursuant to
             Section 4.1(a), (iii) any assignment made pursuant to Section 5.3,
             and (iv) any amendment, waiver or consent as contemplated by
             Section 5.1.

SECTION 5.3  ASSIGNABILITY

     (a)     This Agreement and the Issuer's rights and obligations herein
             (including ownership of the Purchased Interest) shall be
             assignable, in whole or in part, by the Issuer and its successors
             and assigns; provided, however, that prior to the Termination Date
             the Issuer will not assign the Issuer's rights and obligations
             herein (including ownership of the Purchased Interest), in whole or
             in part, to any Person other than a Purchaser.

             Each assignor may, in connection with the assignment disclose to
             the applicable assignee any information relating to the Seller or
             the Purchased Receivables furnished to such assignor by or on
             behalf of the Seller, the Issuer or the Administrator.

<Page>

                                     - 27 -

     (b)     The Issuer may at any time grant to one or more banks or other
             institutions (each a "PURCHASER") party to the Liquidity Agreement
             participating interests in this Agreement and the Purchased
             Interest. In the event of any such grant by the Issuer of a
             participating interest to a Purchaser, the Issuer shall remain
             responsible for the performance of its obligations hereunder. The
             Seller agrees that each Purchaser shall be entitled to the benefits
             of all representations, warranties, covenants, agreements and
             indemnities of the Seller made or contained in this Agreement, all
             of which may be enforced by the Issuer for the benefit of itself
             and such participants.

     (c)     This Agreement and the rights and obligations of the Administrator
             hereunder shall be assignable, in whole or in part, by the
             Administrator and its successors and assigns; PROVIDED, HOWEVER
             that the Administrator shall give the Seller and the Servicer prior
             notice thereof and the Administrator shall not assign its rights
             and obligations hereunder to a competitor of the Seller.

     (d)     Except as provided in SECTION 4.1(d), neither the Seller nor the
             Servicer may assign its rights or delegate its obligations
             hereunder or any interest herein without the prior written consent
             of the Administrator.

     (e)     Without limiting any other rights that may be available under
             applicable law, the rights of the Issuer may be enforced through it
             or by its agents. The Seller acknowledges and agrees that the
             Administrator is the agent of the Issuer for all purposes of this
             Agreement and that the Administrator shall be entitled to exercise
             all rights, powers, privileges and remedies of the Issuer hereunder
             for, on behalf and in the name of the Issuer. Each of the Seller
             and the Servicer shall be entitled to rely, and shall be fully
             protected in relying, upon any writing, resolution, notice,
             consent, certificate, affidavit, letter, telegram, facsimile, telex
             or telephone message, statement or other document or conversation
             believed by it to be genuine and correct and to have been signed,
             sent or made by the Administrator or its officers or employees for
             and on behalf of the Issuer or by any other proper Person or
             Persons, and upon advice and statements of legal counsel (including
             counsel to the Issuer), independent accountants and other experts
             selected by the Administrator.

SECTION 5.4  LEGAL COSTS AND TAXES

     (a)     In addition to the rights of indemnification granted under SECTION
             3.1 hereof, the Seller agrees to pay on demand all Legal Costs for
             the Administrator, the Issuer and their respective Affiliates and
             agents.

     (b)     In addition, the Seller shall pay on demand any and all stamp and
             other taxes and fees payable in connection with the execution,
             delivery, filing and recording of this Agreement or the other
             documents or agreements to be delivered hereunder

<Page>

                                     - 28 -

             and agrees to save each Indemnified Party hereunder harmless from
             and against any liabilities with respect to or resulting from any
             delay in paying, or omission to pay, such taxes and fees.

SECTION 5.5  NO PROCEEDINGS; LIMITATION ON PAYMENTS

Each of the Seller, the Servicer, the Administrator, each assignee of the
Purchased Interest or any interest therein, and each Person which enters into a
commitment to purchase the Purchased Interest or interests therein, hereby
covenants and agrees that it will not institute against, or join any other
Person in instituting against, the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or provincial bankruptcy, insolvency or similar law, for one year and
one day after the latest maturing Note issued by the Issuer is paid in full.

SECTION 5.6  CONFIDENTIALITY

     (a)     Unless otherwise required by applicable law, the Seller agrees to
             maintain the confidentiality of this Agreement and the other
             Transaction Documents (and all drafts thereof) in communications
             with third parties and otherwise; PROVIDED that this Agreement and,
             in the case of (i) and (iii) below, the other Transaction
             Documents, may be disclosed to (i) any Governmental Authority
             pursuant to legal process or any Person when required under
             applicable law; PROVIDED, HOWEVER, that the Seller shall give the
             Administrator advance written notice of its intention to make such
             disclosure, (ii) third parties to the extent such disclosure is
             made pursuant to a written agreement of confidentiality in form and
             substance reasonably satisfactory to the Administrator, or (iii)
             the Seller's bankers, auditors, accountants or legal counsel if
             they agree to hold them confidential.

     (b)     Prior to the occurrence of an Insolvency Proceeding with respect to
             the Seller or any of its Affiliates, the Issuer, the Administrator
             and any successor Servicer or assignee of the Issuer shall maintain
             the confidentiality of all information (financial or otherwise),
             data, opinions, appraisals, evaluations and other information and
             material of whatsoever nature or kind and representations relating
             to this Agreement and the related Transaction Documents, the
             business of the Seller and its Affiliates, the Obligors, the
             Purchased Receivables and the related Contracts and Related
             Security (collectively, "CONFIDENTIAL INFORMATION") and shall not
             disclose any Confidential Information to any Person unless required
             by any Governmental Authority pursuant to legal process or
             applicable law; PROVIDED, HOWEVER that the Issuer, the
             Administrator and any such assignee or Servicer shall be entitled
             to provide or disclose any Confidential Information to (i) the
             Rating Agency or any Purchaser, (ii) any potential rating agency,
             Purchaser or Servicer, or (iii) any other Person with the prior
             consent of the Seller, such consent not to be unreasonably
             withheld, and if, in the case of (i) or (ii), such Person agrees to
             be bound by the provisions of this SECTION 5.6(b).

<Page>

                                     - 29 -

SECTION 5.7  GOVERNING LAW AND JURISDICTION

     (a)     This Agreement shall be governed by, and construed in accordance
             with, the law of the Province of Ontario.

     (b)     Any legal action or proceeding with respect to this Agreement may
             be brought in the courts of the Province of Ontario and by
             execution and delivery of this Agreement, each of the Issuer, the
             Seller, the Servicer and the Administrator consents, for itself and
             in respect of its property, to the non-exclusive jurisdiction of
             those courts. Each of the Issuer, the Seller, the Servicer and the
             Administrator irrevocably waives, to the maximum extent permitted
             by law, any objection, including any objection to the laying of
             venue or based on the grounds of FORUM NON CONVENIENS, which it may
             now or hereafter have to the bringing of any action or proceeding
             in such jurisdiction in respect of this Agreement or any document
             related hereto. The Issuer, the Seller, the Servicer and the
             Administrator each waive personal service of any claim, notice of
             motion or application, summons, complaint or other process, which
             may be made by any other means permitted by Ontario law.

SECTION 5.8  EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.

SECTION 5.9  SURVIVAL OF TERMINATION

The provisions of SECTIONS 1.8, 1.9, 3.1, 5.4, 5.5, 5.6, 5.7 and 5.12 shall
survive any termination of this Agreement.

SECTION 5.10 ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the
Issuer, the Seller, the Servicer and the Administrator, and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof, except for any prior
arrangements made with respect to the payment by the Issuer of (or any
indemnification for) any fees, costs or expenses payable to or incurred (or to
be incurred) by or on behalf of the Seller, the Servicer and the Administrator.

SECTION 5.11 HEADINGS

The captions and headings of this Agreement and in any Exhibit or Schedule
hereto are for convenience of reference only and shall not affect the
interpretation hereof or thereof.

<Page>

                                     - 30 -

SECTION 5.12 ISSUER'S LIABILITIES

The debts, liabilities and obligations of the Issuer under this Agreement are
solely trust obligations of the Issuer. All recourse for payment or satisfaction
of the obligations and liabilities of, or claims against, the Issuer under this
Agreement shall be limited to the Purchased Interest and no recourse or
execution shall be had for the payment of any amount owing by the Issuer under
this Agreement, or for the payment by the Issuer of any fee in respect hereof or
any other debt, liability, obligation or claim of or against the Issuer arising
out of or based on this Agreement against Computershare Trust Company of Canada
(or any successor to Computershare Trust Company of Canada as trustee of the
Trust), in its personal capacity, or against its properties, assets or
undertakings or against any stockholder, employee, officer, director, agent or
incorporator of Computershare Trust Company of Canada (or any successor as
trustee of the Trust); PROVIDED, HOWEVER, that nothing in this section shall
relieve any of the foregoing Persons from any liability which such Person may
otherwise have in such capacity for his/her or its gross negligence or wilful
misconduct.


                            [Signature Pages follow]

<Page>

                                     - 31 -

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

MBI LIMITED/LIMITEE,                          Address:
IN ITS CAPACITY AS GENERAL PARTNER OF
SMURFIT-MBI                                   2070 Hadwen Road
                                              Mississauga, Ontario
                                              L5K 2C9
 By:  /s/ Dean R. Jones
     --------------------------------
      Name:  Dean R. Jones                    Attention: Director of Finance
      Title: Canadian Counsel &               Telephone No. (905) 855-4426
             Assistant Secretary              Facsimile No. (905) 823-8616


COMPUTERSHARE TRUST                           Address:
COMPANY OF CANADA,
IN ITS CAPACITY AS TRUSTEE OF                 c/o SCOTIA CAPITAL INC., as
KING STREET FUNDING TRUST,                    Administrator
BY ITS ADMINISTRATOR,                         Scotia Plaza
SCOTIA CAPITAL INC.                           40 King Street West
                                              68th Floor
                                              Toronto, Ontario
                                              M5W 2X6
 By:  /s/ D. Gregory Lawrence
     --------------------------------
      Name:   D. Gregory Lawrence
      Title:  Director

                                              Attention: Structured Finance
                                              Telephone No. (416) 945-4060
                                              Facsimile No.(416) 945-4534

<Page>

                                      - 32-

SCOTIA CAPITAL INC., AS                       Address:
ADMINISTRATOR
                                              SCOTIA CAPITAL INC.
                                              Scotia Plaza
                                              40 King Street West
 By:  /s/ D. Gregory Lawrence                 68th Floor
     --------------------------------         Toronto, Ontario
      Name:   D. Gregory Lawrence             M5W 2X6
      Title:  Director

                                              Attention: Structured Finance
                                              Telephone No. (416) 945-4060
                                              Facsimile No.(416) 945-4534

<Page>

                                    EXHIBIT I

                                   DEFINITIONS

As used in the Agreement (including its Exhibits), the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined). Unless otherwise indicated, all
Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections
of and Annexes, Exhibits and Schedules to the Agreement.

"ADMINISTRATION ACCOUNT" means the special account (Transit #80002, account
number 07917-14) of the Issuer maintained at the main branch of Scotiabank at
Scotia Plaza, 44 King Street West, Toronto, Ontario, or such other account as
may be so designated in writing by the Administrator to the Seller and the
Servicer.

"ADMINISTRATOR" has the meaning set forth in the preamble to the Agreement.

"ADVERSE CLAIM" means any prior claim, hypothec, lien, security interest or
other charge or encumbrance, or any other type of preferential arrangement.

"AFFECTED PERSON" has the meaning set forth in SECTION 1.8.

"AFFILIATE" means, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by or is under common control with
such Person or is a director or officer of such Person.

"AFFILIATED OBLIGOR" means any Obligor that is an Affiliate of another Obligor.

"AGRICULTURAL RECEIVABLES" means Receivables owing by Obligors that are engaged
in the agricultural industry and which are required by the related Contract to
be paid in full within no more than 180 days of the original billing date under
the Contract.

"ALTERNATE RATE" means, for any Settlement Period for any Portion of Capital
being funded otherwise than through the issuance of Notes, an interest rate per
annum equal to the BA Rate for such Settlement Period plus 1.25%, PROVIDED,
HOWEVER, that in the case of:

     (a)     any Settlement Period on or prior to the first day on which the
             Administrator shall have been notified by the Issuer or a Purchaser
             that the introduction of or any change in or in the interpretation
             of any law or regulation makes it unlawful, or any central bank or
             other Governmental Authority asserts that it is unlawful, for the
             Issuer or such Purchaser to fund any Portion of Capital (based on
             the BA Rate) set forth above (and the Issuer or such Purchaser
             shall not have subsequently notified the Administrator that such
             circumstances no longer exist),

     (b)     any Settlement Period of less than one month, or

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                                      - 2 -

     (c)     any Settlement Period relating to any Portion of Capital which is
             less than $250,000,

the "ALTERNATE RATE" for each such Settlement Period and each Portion of Capital
shall be an interest rate per annum equal to the Prime Rate in effect on each
day of such Settlement Period.

"ASSIGNMENT" has the meaning specified in SECTION 1.10.

"AVERAGE MATURITY" means at any time that period of days equal to the product of
(i) the number of days in the three immediately preceding Collection Periods,
and (ii) a fraction, the numerator of which is equal to the aggregate
Outstanding Balance of the Receivables as of the Cut-Off Date for the
immediately preceding Collection Period, and the denominator equal to the
aggregate amount payable pursuant to invoices giving rise to Receivables that
were generated by the Seller during the three immediately preceding Collection
Periods, all as calculated by the Servicer in the then most recent Portfolio
Report.

"BA RATE" means, for any Settlement Period and any Portion of Capital, a rate
per annum equal to the discount rate (expressed as a percentage calculated on
the basis of a year of 365 or 366 days, as the case may be) equal to the CDOR
Rate at 10:00 A.M. (Toronto time) on the first day of such Settlement Period.
The Administrator shall advise the Seller, either in writing or verbally, by
11:00 A.M. (Toronto time) on the first day of the Settlement Period as to the
applicable BA Rate for such Settlement Period and Portion of Capital. Any rate
or quotation to be calculated hereunder shall be rounded, if necessary, to the
nearest 1/100 of one per cent (.01%), with five one thousandths of a percentage
point rounded upwards. All dollar amounts used or resulting from any calculation
based on the BA Rate will be rounded to the nearest cent (with one-half of one
cent rounded upwards).

 "BUSINESS DAY" means any day, other than a Saturday, Sunday or public holiday,
on which Scotiabank is open for business in Toronto, Ontario.

"CANADIAN DOLLARS" or "$" means the lawful currency of Canada.

"CAPITAL" means, at any time, the aggregate Cash Purchase Price paid to the
Seller by the Issuer prior to such time, or such amount divided or combined in
accordance with SECTION 1.7, in each case reduced from time to time by
Collections or other amounts (i) deposited to the Administration Account
pursuant to SECTION 1.4(b)(iii) or (ii) distributed and applied on account of
such Capital pursuant to SECTION 1.4(d); PROVIDED, HOWEVER that if such Capital
shall have been reduced by any distribution and thereafter all or a portion of
such distribution is rescinded or must otherwise be returned for any reason,
such Capital shall be increased by the amount of such rescinded or returned
distribution, as though it had not been made.

"CASH PURCHASE PRICE" means each amount paid to the Seller by the Issuer in
respect of the purchase price of the Purchased Interest pursuant to SECTION
1.2(a) and SECTION 1.2(b) of the Agreement.

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                                      - 3 -

"CDOR RATE" means that annual rate of interest equal to the average "BA 1 Month"
interest rates for Canadian dollar denominated bankers' acceptances displayed
and identified as such on the "Reuters Screen CDOR Page" (as defined in the
International Swap and Derivatives Association, Inc. definitions, as modified
and amended from time to time) as of 10:00 A.M. Toronto, Ontario local time on
any particular day and, if such day is not a Business Day, then on the
immediately preceding Business Day (as adjusted by the Administrator after 10:00
A.M. Toronto, Ontario local time to reflect any error in a posted rate of
interest or in the posted average annual rate of interest). If such rates are
not available on the Reuters Screen CDOR Page on any particular day, then the
CDOR Rate on that day shall be calculated as the arithmetic mean of the 30 day
rates applicable to Canadian dollar denominated banker's acceptances quoted by
four major Canadian Schedule I chartered banks as of 10:00 A.M. Toronto, Ontario
local time on such day, or if such day is not a Business Day, then on the
immediately preceding Business Day. The four major Canadian Schedule I chartered
banks shall, unless the Seller and the Issuer otherwise agree, be The Bank of
Nova Scotia, The Toronto-Dominion Bank, Royal Bank of Canada and Canadian
Imperial Bank of Commerce. The arithmetic average of any rates or quotations to
be calculated hereunder shall be rounded, if necessary, to the nearest 1/100 of
one per cent (.01%), with five one thousandths of a percentage point rounded
upwards. All dollar amounts used in or resulting from any calculation based on
the CDOR Rate will be rounded to the nearest cent (with one-half of one cent
rounded upwards).

"COLLECTION DELAY PERIOD" means, prior to the occurrence of a Termination Event,
zero and, on or after the occurrence of a Termination Event, such number of days
(not exceeding thirty days) as the Administrator may from time to time select
upon notice to the Seller.

"COLLECTION PERIOD" means a calendar month and, on or after the Termination
Date, shall mean such period (including without limitation a period of one day)
as shall be selected from time to time by the Administrator.

"COLLECTIONS" means, with respect to any Purchased Receivable, (a) all funds
which are received by the Seller or the Servicer in payment of any amounts owed
in respect of such Receivable (including, without limitation, purchase price,
finance charges, interest and all other charges), or applied to amounts owed in
respect of such Receivable (including, without limitation, insurance payments
and net proceeds of the sale or other disposition of repossessed goods or other
collateral or property of the related Obligor or any other Person directly or
indirectly liable for the payment of such Purchased Receivable and available to
be applied thereon), (b) all Deemed Collections, (c) all amounts paid or deemed
paid by the Seller to the Issuer pursuant to SECTION 1.4(e)(v), and (d) all
other proceeds of such Receivable (including any Option Price paid to the Issuer
or any other proceeds of sale or other disposition thereof by the Issuer).

"CONCENTRATION LIMIT" means, for an Obligor at any time:

     (a)     an amount equal to 12.5% of the Capital at such time provided that
             (i) the long term or short term public senior debt securities of
             the Obligor ("the Obligor's debt securities") have been assigned a
             credit rating by the Rating Agency that is

<Page>

                                      - 4 -

             greater than or equal to AA or the equivalent, or (ii) if the
             Obligor's debt securities are not rated by the Rating Agency, the
             Obligor's debt securities have been assigned a credit rating
             greater than or equal to AA or the equivalent by each NRSO (as
             defined below) that then rates the Obligor's debt securities;

     (b)     an amount equal to 8.33% of the Capital at such time provided that
             (i) the Obligor's debt securities have been assigned a credit
             rating by the Rating Agency that is greater than or equal to A or
             the equivalent but less than AA or the equivalent, or (ii) if the
             Obligor's debt securities are not rated by the Rating Agency, the
             Obligor's debt securities have been assigned a credit rating
             greater than or equal to A or the equivalent but less than AA or
             the equivalent by each NRSO (as defined below) that then rates the
             Obligor's debt securities; and

     (c)     an amount equal to 6.25% of the Capital at such time provided that
             (i) the Obligor's debt securities have been assigned a credit
             rating by the Rating Agency that is greater than or equal to BBB or
             the equivalent but less than A- or the equivalent, or (ii) if the
             Obligor's debt securities are not rated by the Rating Agency, the
             Obligor's debt securities have been assigned a credit rating
             greater than or equal to BBB or the equivalent but less than A or
             the equivalent by each NRSO (as defined below) that then rates the
             Obligor's debt securities; and

     (d)     in any other case, an amount equal to 4.17% of the Capital at such
             time;

PROVIDED, HOWEVER, that (i) notwithstanding the foregoing, so long as Molson
Inc.'s debt securities have been assigned a credit rating by the Rating Agency
that is greater than or equal to A or the equivalent, the Concentration Limit
for Molson Canada shall be an amount equal to 12.5% of the Capital, (ii) any
Concentration Limit for any Obligor may from time to time be changed by the
Issuer with the approval or at the request of the Rating Agency upon five
Business Days' notice to the Seller, and (iii) in the case of an Obligor and any
Affiliated Obligors, the Concentration Limit shall be calculated as if such
Obligor and such one or more Affiliated Obligors were one Obligor. For the
purposes of this definition, "NRSO" means each of DBRS, Moody's and S&P.

"CONFIDENTIAL INFORMATION" has the meaning set forth in SECTION 5.6.

"CONTRACT" means, with respect to any Receivable, any and all contracts,
understandings, instruments, agreements, invoices, invoice summaries or other
writings pursuant to which such Receivable arises or which evidences such
Receivable or under which an Obligor becomes or is obligated to make payment in
respect of such Receivable.

"CP RATE" means, for any Settlement Period and any Portion of Capital, to the
extent the Issuer funds such Portion of Capital for such Settlement Period by
issuing Notes, a rate per annum (expressed as a percentage and an interest yield
equivalent and calculated on the basis of a 365-day year and the actual days
elapsed) equal to the weighted average of the interest rates or

<Page>

                                      - 5 -

discount rates (converted to interest bearing equivalent rates per annum) for
the Notes of the Issuer outstanding during such Settlement Period, in each case,
rounded to the nearest one hundredth of one percent (with 0.005 per cent being
rounded upward).

"CREDIT AND COLLECTION POLICY" means those receivables credit and collection
policies and practices of the Seller in effect on the date of the Agreement and
described in SCHEDULE I hereto, as modified in compliance with the Agreement.

"CUT-OFF DATE" means the close of business on the last day of a Collection
Period.

"DBRS" means Dominion Bond Rating Service Limited and any successor thereto
which is a nationally recognised statistical rating organisation.

"DEBT" means (i) indebtedness for borrowed money, (ii) obligations evidenced by
bonds, debentures, notes or other similar instruments, (iii) obligations to pay
the deferred purchase price of property or services, (iv) obligations as lessee
under leases which shall have been or should be, in accordance with generally
accepted accounting principles, recorded as capital leases, and (v) obligations
under direct or indirect guarantees in respect of, and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others of
kinds referred to in CLAUSES (i) through (iv) above.

"DEEMED COLLECTIONS" means those amounts deemed to have been received as
Collections by the Seller pursuant to SUBSECTIONS 1.4(e)(i) AND (ii).

"DEFAULT RATIO" means, as calculated in the Portfolio Report as of the Cut-Off
Date for any Collection Period, a fraction (expressed as a percentage) having
(a) a numerator which is equal to (i) the aggregate Outstanding Balance of
Receivables that became Defaulted Receivables during such Collection Period,
minus (ii) the aggregate amount of recoveries or Collections during such
Collection Period of or in respect of the Outstanding Balance of Receivables
that became Defaulted Receivables during any prior Collection Period, and (b) a
denominator which is the aggregate amount payable pursuant to invoices giving
rise to Receivables that were generated by the Seller during the Collection
Period ended on such Cut-Off Date.

"DEFAULTED RECEIVABLE" means a Receivable:

     (a)     to which any payment, or part thereof, remains unpaid for at least
             90 days from the original due date for such payment under the
             related Contract;

     (b)     as to which the Obligor thereof or any other Person obligated
             thereon or owning any Related Security in respect thereof has
             become subject to an Insolvency Proceeding; or

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                                      - 6 -

     (c)     which, consistent with the Credit and Collection Policy, would be
             written off the Seller's books as uncollectible.

"DEFERRED PURCHASE PRICE" has the meaning ascribed thereto in SECTION 1.2(d).

"DELINQUENCY RATIO" means, as calculated in the Portfolio Report as of the
Cut-Off Date for the related Collection Period, a fraction (expressed as a
percentage) having (a) a numerator which is the aggregate Outstanding Balance of
all Receivables that were Delinquent Receivables on such Cut-Off Date and (b) a
denominator which is the aggregate Outstanding Balance of all Receivables on
such Cut-Off Date.

"DELINQUENT RECEIVABLE" means a Receivable:

     (a)     as to which any payment, or part thereof, remains unpaid for at
             least 60 days from the original due date for such payment under the
             related Contract; or

     (b)     which, consistent with the Credit and Collection Policy, the Seller
             would classify as delinquent.

"DILUTION" means, with respect to any Receivable, the aggregate reduction or
adjustment in the paid or unpaid Outstanding Balance of such Receivable on
account of disputes, set-offs, discounts, incorrect billings, credits, rebates,
allowances, chargebacks, returned, repossessed or foreclosed goods, allowances
for early payments, reductions due to foreign currency exchange or other such
reductions or adjustments granted in the ordinary course of business that are
unrelated to the inability of the Obligor of such Receivables to pay such
Receivables.

"DILUTION COLLECTIONS" means, for any day or period on or after the Termination
Date and any Purchased Receivables, an amount equal to the Dilution Reserve as
of the close of business on the Business Day preceding the Termination Date
multiplied by the fraction A/B where:

     A= the sum of (1) the Collections and (2) the aggregate Outstanding Balance
     of the Purchased Receivables which were written off as uncollectible, in
     each case, during such day or period, and

     B= the aggregate Outstanding Balance of the Purchased Receivables as of the
     close of business on the Business Day preceding the Termination Date.

"DILUTION PERCENTAGE" means, at any time, a percentage equal to the greater of
(a) 3.0%, and (b) the product of (i) 2.0 and (ii) as calculated in the most
recent Portfolio Report as of the most recent Cut-Off Date (or the date of the
initial purchase under SECTION 1.2(a), in the case of the initial Cut-Off-Date)
(w) at any time on or after the date of the initial purchase under SECTION
1.2(a), and prior to the Cut-Off Date for the third consecutive Collection
Period following the date of the initial purchase under SECTION 1.2(a), the
highest Dilution Ratio for the Cut-Off Date for any such Collection Period, (x)
on the Cut-Off Date for the third consecutive Collection

<Page>

                                      - 7 -

Period following the date of the initial purchase under SECTION 1.2(a), the
average of the Dilution Ratios for the three consecutive Collection Periods
ending on such Cut-Off Date; (y) on or after the Cut-Off Date for the fourth
consecutive Collection Period following the date of the initial purchase under
SECTION 1.2(a) and prior to the twelfth Cut-Off Date following such date of
initial purchase, the highest average of the Dilution Ratios for the Cut-Off
Dates for any three consecutive Collection Periods that occurred during such
period, and (z) on or after the Cut-Off Date for the twelfth Collection Period
following the date of the initial purchase under SECTION 1.2(a), the highest
average of the Dilution Ratios for the Cut-Off Dates for any three consecutive
Collection Periods during the preceding twelve consecutive Collection Periods.

"DILUTION RATIO" means, as calculated in each Portfolio Report as of the most
recent Cut-Off Date, a fraction (expressed as a percentage) having (i) a
numerator equal to the aggregate amount of Dilution on the Receivables during
the Collection Period ending on the most recent Cut-Off Date, and (ii) a
denominator equal to the aggregate amounts payable pursuant to invoices giving
rise to Receivables that were generated by the Seller during the Collection
Period ending on such most recent Cut-off Date.

"DILUTION RESERVE" means, for the Purchased Interest and at any time, an amount
equal to the product of (a) the Dilution Percentage at such time and (b) the
Capital at such time.

"DISCOUNT" means, for any Settlement Period, an amount (as adjusted pursuant to
SECTION 4.6 of the Agreement) equal to:

                                DR X C X ED + TF
                                         ---
                                         365
     where:

            C   =  the daily weighted average Capital for such Settlement Period

            DR  =  the Discount Rate for such Settlement Period

            ED  =  the actual number of days during such Settlement Period
            (other than the related Settlement Date)

            TF  =  the Termination Fee, if any, for the Capital for such
            Settlement Period,

PROVIDED, that Discount for the Portion of Capital shall not be considered paid
by any distribution to the extent that at any time all or a portion of such
distribution is rescinded or must otherwise be returned for any reason.

"DISCOUNT RATE" means, for any Settlement Period, an annual rate equal to the
weighted average (based on the Portions of Capital being funded through the
issuance of Notes and the Portions of Capital being funded otherwise than
through the issuance of such Notes during such Settlement

<Page>

                                      - 8 -

Period and on the number of days each such Portion of Capital is outstanding
during such Settlement Period and being so funded) of the CP Rate for such
Settlement Period and the Alternate Rates for such Settlement Period.

"ELIGIBLE RECEIVABLE" means:

(i)  at any time (A) on and after the Termination Date, and (B) for purposes of
     the definition or calculation of the "Net Receivables Pool Balance", each
     Receivable:

     (a)     the Obligor of which is a resident of Canada or the United States
             of America, is not an Affiliate of the Seller, and is not a
             government or a governmental subdivision, crown corporation,
             authority, board, agency or other entity;

     (b)     the Obligor of which is not subject to any Insolvency Proceeding,
             and is not an Excluded Obligor;

     (c)     which is denominated and payable only in Canadian Dollars or in
             lawful currency of the United States of America;

     (d)     which arises under a Contract and which (i) is required by the
             related Contract to be paid in full within 60 days of the original
             billing date under the Contract, or (ii) is an Agricultural
             Receivable;

     (e)     other than a Receivable the Outstanding Balance of which, if added
             to the outstanding Balance of all Purchased Receivables, would
             result in the Outstanding Balance of all Purchased Receivables
             which are required by the related Contracts to be paid in full
             within more than 30 days of the original billing date under the
             related Contracts exceeding 30% of the Required Amount;

     (f)     which arises in the ordinary course of the Seller's business;

     (g)     which is not a Defaulted Receivable or a Delinquent Receivable;

     (h)     (i) with respect to Specified Obligors, for which Delinquent
             Receivables of the related Specified Obligor do not exceed 25% of
             all such Specified Obligor's Receivables, and (ii) with respect to
             any Obligors other than Specified Obligors, for which Delinquent
             Receivables of the related Obligor do not exceed 10% of all such
             Obligor's Receivables;

     (i)     other than a Receivable the Outstanding Balance of which, if added
             to the outstanding Balance of all Purchased Receivables, would
             result in (i) the aggregate Outstanding Balance of all Purchased
             Receivables owing by the same Obligor and by all Affiliated
             Obligors exceeding the Concentration Limit for such

<Page>

                                      - 9 -

             Obligor, (ii) the aggregate Outstanding Balance of all Purchased
             Receivables that are Agricultural Receivables owing by all Obligors
             and their Affiliated Obligors exceeding 5% of the Required Amount,
             or (iii) the aggregate Outstanding Balance of all Purchased
             Receivables denominated and payable in lawful currency of the
             United States of America exceeding 6% of the Required Amount;

     (j)     which arises under a Contract which, together with the related
             Receivable, is in full force and effect and which is a legal, valid
             and binding obligation of the related Obligor, enforceable against
             such Obligor in accordance with its terms;

     (k)     which complies with all applicable laws, rulings and regulations in
             effect;

     (l)     which is not the subject of any asserted dispute, offset, hold
             back, defence or other claim by the Obligor;

     (m)     which is not the subject of any Adverse Claim (other than any
             Adverse Claim created or granted by the Issuer) and which does not
             arise from the sale of inventory which is subject to any Adverse
             Claim (other than any Adverse Claim created or granted by the
             Issuer);

     (n)     which complies with the requirements of the Credit and Collection
             Policy;

     (o)     which is not subject to any contingent performance requirements of
             the Seller unless such requirements are guaranteed or insured by
             third parties acceptable to the Administrator or the Rating Agency;

     (p)     which does not require the consent of the related Obligor to be
             sold or assigned;

     (q)     which has not been modified or restructured since its creation,
             except as permitted pursuant to SECTION 4.2 of the Agreement;

     (r)     in which the Seller owns good and marketable title and which is
             freely assignable by the Seller;

     (s)     for which the Issuer shall, upon such Receivable becoming a
             Purchased Receivable, have a valid and enforceable first priority
             perfected ownership interest together with the Related Security and
             Collections with respect thereto, in each case, free and clear of
             any Adverse Claim (other than any Adverse Claim created or granted
             by the Issuer);

     (t)     for which the Seller has established no offset arrangements with
             the related Obligor; and

<Page>

                                     - 10 -

     (u)     which constitutes (i) a claim under the Quebec Civil Code and (ii)
             an account or chattel paper as defined in the PPSA of Ontario which
             is not evidenced by an instrument, and

(ii) at any other time or for any other purpose, including without limitation
     for the purposes of SECTION 1.3(a), each Receivable:

     (a)     the Obligor of which is a resident of Canada or of the United
             States of America, is not an Affiliate of the Seller, and is not a
             government or a governmental subdivision, crown corporation,
             authority, board, agency or other entity;

     (b)     which is denominated and payable only in Canadian Dollars or in
             lawful currency of the United States of America;

     (c)     which arises under a Contract and which (i) is required by the
             related Contract to be paid in full within 60 days of the original
             billing date under the Contract, or (ii) is an Agricultural
             Receivable;

     (d)     which arises in the ordinary course of the Seller's business;

     (e)     which is not the subject of any Adverse Claim (other than any
             Adverse Claim created or granted by the Issuer) and which does not
             arise from the sale of inventory which is subject to any Adverse
             Claim (other than any Adverse Claim created or granted by the
             Issuer);

     (f)     which does not require the consent of the related Obligor to be
             sold or assigned;

     (g)     in which the Seller owns good and marketable title and which is
             freely assignable by the Seller; and

     (h)     which constitutes (i) a claim under the Quebec Civil Code and (ii)
             an account or chattel paper as defined in the PPSA of Ontario which
             is not evidenced by an instrument.

"EXCLUDED OBLIGOR" means an Obligor, so designated in writing as such by the
Administrator to the Seller, it being understood that from time to time the
Administrator may revoke its designation of one or more Obligors as Excluded
Obligors by written notice to the Seller.

"FACILITY LIMIT" means $70,000,000. References to the unused portion of the
Facility Limit shall mean, at any time, the Facility Limit minus the then
outstanding Capital under the Agreement.

"FACILITY TERMINATION DATE" means the earliest to occur of (a) March 31, 2009,
(b) the Purchase Termination Date, as defined in the Liquidity Agreement, and
(c) the date determined pursuant to SECTION 2.2.

<Page>

                                     - 11 -

"FINAL COLLECTION DATE" means the first Settlement Date following the
Termination Date on which (a) the Purchased Interest has been collected,
liquidated or written off as uncollectible or (b) the Capital, Discount and
Servicing Fees with respect to the Purchased Interest, and any other amounts
payable by the Seller to the Issuer, the Administrator or any other Indemnified
Party or Affected Person have been paid in full.

"FINANCING STATEMENTS" means the Assignment and all financing statements,
financing change statements, assignments and other documents necessary or
desirable under any applicable PPSA to fully perfect, preserve, maintain, and
protect the interest of the Issuer under the Agreement.

"GOVERNMENTAL AUTHORITY" means any nation or government, any province, state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any body or entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including without limitation any court, and any Person owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

"INDEMNIFIED AMOUNTS" has the meaning set forth in Section 3.1.

"INDEMNIFIED PARTY" has the meaning set forth in Section 3.1.

"INSOLVENCY PROCEEDING" means, with respect to a Person, any of the following:

     (a)     (i) the commencement or filing of an application, petition, action,
             case or other proceeding (including a notice of intention to file a
             proposal) before any court or Governmental Authority, with or
             without the application or consent of such Person, under any
             applicable law (foreign or domestic) relating to bankruptcy,
             insolvency, receivership, reorganization, debt arrangement,
             dissolution, liquidation, winding up or composition or adjustment
             of it or its debts, (ii) the appointment of a trustee, receiver,
             manager, receiver and manager, custodian, liquidator, assignee,
             sequestrator or the like for such Person or any substantial part of
             its property or assets, or (iii) the granting of any similar relief
             with respect to such Person under any law (foreign or domestic)
             relating to bankruptcy, insolvency, receivership, reorganization,
             debt arrangement, dissolution, liquidation, winding up or
             composition or adjustment of it or its debts; or

     (b)     a general assignment for the benefit of creditors, or becoming
             insolvent, or failing to, or admitting in writing its inability to,
             pay its debts generally as they become due; or

     (c)     taking any corporate or other action to authorise any of the
             actions described in paragraphs (a) or (b) above.

"ISSUER" means Computershare Trust Company of Canada, in its capacity as trustee
of King Street Funding Trust, and its successors and permitted assigns in such
capacity.

<Page>

                                     - 12 -

"LEGAL COSTS" means all reasonable fees and disbursements of any law firm or
other external counsel incurred by (i) the Issuer, the Administrator on its
behalf or their respective Affiliates and agents in connection with this
Agreement, or (ii) the Liquidity Agent, the Purchaser or their respective
Affiliates and agents in connection with the Liquidity Agreement.

"LIQUIDITY AGENT" means Scotiabank in its capacity as liquidity agent pursuant
to the Liquidity Agreement.

"LIQUIDITY AGREEMENT" means that certain Liquidity Asset Purchase Agreement
dated as March 30, 2004 among The Bank of Nova Scotia, as Purchaser, The Bank of
Nova Scotia, as Liquidity Agent, the Issuer and the Administrator, as amended,
supplemented or otherwise modified from time to time.

"LOSS PERCENTAGE" means, at any time, the greater of (i) 25% and (ii) the
percentage equal to the product of (x) 15.0, and (y) the Default Ratio at such
time.

"LOSS RESERVE" means, for the Purchased Interest and any date, an amount equal
to the product of the Loss Percentage for such date and the Capital of the
Purchased Interest at the close of business on such date.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the business,
operations, property or condition (financial or otherwise) of the Seller and its
Subsidiaries taken as a whole, (b) the ability of the Seller or the Servicer (or
any of its Sub-Servicers) to perform their respective obligations under the
Agreement or any of the other Transaction Documents, or (c) the rights or
remedies of the Issuer or the Administrator hereunder or thereunder.

"MOODY'S" means Moody's Investors Service, Inc. or any successor thereto.

"NET RECEIVABLES POOL BALANCE" means on any date of determination, the aggregate
Outstanding Balance of the Eligible Receivables then included in the Purchased
Interest determined on such date of determination in accordance with the
procedures described in Section 1.3(b) as if the date of determination were the
Termination Date; PROVIDED, HOWEVER that, subject to compliance with the
provisions of SECTION 1.3(b), at any time on or after the Termination Date, the
Net Receivables Pool Balance means the aggregate Outstanding Balance of the
Purchased Receivables at such time.

"NEGATIVE CARRY AMOUNT" means, with respect to any Settlement Period and any
reduction in any Portion of Capital pursuant to SECTION 1.4(b)(iii) or SECTION
1.4(f), the amount, if any, by which (i) the additional Discount which would
have accrued during such Settlement Period on such Portion of Capital had no
reduction in such Portion of Capital occurred pursuant to such Section from and
including the date of deposit thereof to the Administration Account to and
including the date of application thereof by the Issuer to the repayment of
Notes over (ii) the income, if any, received or expected to be received by the
Issuer from the Issuer investing the proceeds of such reduction in such Portion
of Capital from and including the date of deposit

<Page>

                                     - 13 -

thereof to the Administration Account to and including the final date of
application thereof by the Issuer to the repayment of Notes, as determined by
the Administrator, which determination shall be binding and conclusive for all
purposes, absent manifest error (and which determination may be based on
reasonable estimates of income to be earned by the Issuer from and after the
date of any such deposit to the Administration Account).

"NOTES" means short-term promissory notes issued or to be issued by the Issuer
to fund its investments in accounts receivable or other financial assets.

"OBLIGOR" means, with respect to any Receivable, the Person obligated to make
payments pursuant to the Contract relating to such Receivable.

"OPTION PRICE" has the meaning set forth in SECTION 1.11(a).

"OUTSTANDING BALANCE" of any Receivable at any time means the then outstanding
principal balance thereof.

"PARENT" means Stone Container Corporation.

"PERSON" means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture,
limited liability company or other entity, or a government or any political
subdivision or agency thereof.

"PORTFOLIO REPORT" means a report, in substantially the form of Annex C hereto,
furnished by the Servicer to the Administrator pursuant to the Agreement.

"PORTION OF CAPITAL" has the meaning set forth in SECTION 1.7. In addition, at
any time when the Capital is not divided into two or more portions, "Portion of
Capital" means 100% of the Capital.

"PPSA" means (a) the personal property security legislation, as amended,
supplemented or replaced from time to time, as in effect in each Province of
Canada (other than Quebec), and (b) the Civil Code of Quebec, as amended,
supplemented or replaced from time to time, as in effect in Quebec.

"PRIME RATE" means, for any day, the greater on such day of (i) the rate per
annum designated by Scotiabank from time to time (and in effect on such day) as
its prime rate for Canadian Dollar commercial loans made in Canada and (ii) a
rate per annum equal to one-half of one percent (1/2%) plus the CDOR Rate from
time to time (and in effect on such day), in each case, as advised by the
Administrator to the Seller from time to time pursuant to the Agreement.

"PURCHASED INTEREST" means, at any time, an undivided one hundred percent
ownership interest in (i) the Purchased Receivables at such time, (ii) all
Related Security with respect to such Purchased Receivables, and (iii) all
Collections with respect to, and other proceeds of, such Purchased Receivables
and Related Security.

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                                     - 14 -

"PURCHASED RECEIVABLE" means, at any time, (a) each Receivable sold, assigned
and transferred to the Issuer pursuant to SECTION 1.3(a) and (b) on and after
the Termination Date and subject to compliance with the terms and conditions of
SECTION 1.3(b), any Receivable which, pursuant to the procedure described in
SECTION 1.3(b), is identified as a Purchased Receivable on or as of the
Termination Date.

"PURCHASER" has the meaning set forth in SECTION 5.3(b).

"RATING AGENCY" means DBRS.

"RE-ASSIGNED PURCHASED INTEREST" has the meaning set forth in SECTION 1.11(b).

"RECEIVABLE" means any indebtedness and other obligations owed to the Seller by,
or any right of the Seller to payment from or on behalf of, an Obligor, whether
constituting an account, chattel paper, instrument or intangible, arising from,
in connection with, or which are incidental to, the sale, manufacture and
disposition of corrugated products including industrial, commercial and
specialty packaging, and includes, without limitation, the obligation to pay any
finance charges, fees and other charges with respect thereto and any goods and
services tax, harmonised sales tax or Quebec sales tax payable or exigible by or
upon an Obligor or the transaction giving rise to such Receivable but excludes
any other provincial sales tax so payable or exigible; and which indebtedness
and other obligations are recorded on or included from time to time in the Trial
Balances owned by the Seller and which are identified in Schedule III to the
Agreement. Indebtedness and other obligations arising from any one transaction,
including, without limitation, indebtedness and other obligations represented by
an individual invoice or agreement, shall constitute a Receivable separate from
a Receivable consisting of the indebtedness and other obligations arising from
any other transaction.

"RECORDS" means all Contracts, invoices, books, records, shipping documents and
other documents and information maintained with respect to the Purchased
Receivables, the Purchased Interest and the related Obligors.

"RELATED SECURITY" means, with respect to any Receivable:

     (a)     all of the Seller's interest in any goods (including returned
             goods), and documents of title evidencing the shipment or storage
             of any goods (including returned goods), relating to any sale
             giving rise to such Receivable; PROVIDED, HOWEVER that any
             returned, repossessed or foreclosed goods shall not constitute
             Related Security if the Seller pays to the Servicer the amount of
             the Dilution that gave rise to the returned goods or repurchases
             the Defaulted Receivable relating to such repossessed or foreclosed
             goods in accordance with the terms and provisions of the Agreement;

     (b)     all other hypothecs, security interests or liens and property
             subject thereto from time to time purporting to secure payment of
             such Receivable, whether pursuant

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                                     - 15 -

             to the Contract related to such Receivable or otherwise, together
             with all PPSA financing statements or other filings relating
             thereto;

     (c)     all guarantees, indemnities, insurance and other agreements
             (including the related Contract) or arrangements of whatever
             character from time to time supporting or securing payment of such
             Receivable or otherwise relating to such Receivable whether
             pursuant to the Contract related to such Receivable or otherwise;

     (d)     all Records related to such Receivable; and

     (e)     all proceeds of the foregoing.

"REQUIRED AMOUNT" means, at any time, an amount equal to the sum at such time of
the Capital, the Loss Reserve, the Dilution Reserve, the Yield Reserve and the
Servicing Fee Reserve.

"SCOTIABANK" means The Bank of Nova Scotia and its successors and assigns.

"SERVICING FEE" shall mean the fee referred to in SECTION 4.5.

"SERVICING FEE PERCENTAGE" for the Purchased Interest at any time means the
product (expressed as a percentage) of (x) the Servicing Fee Rate and (y) a
fraction, the numerator of which is the sum of (x) four times the Average
Maturity plus (y) the Collection Delay Period (each as in effect at such date)
and the denominator of which is 365.

"SERVICING FEE RATE" means, prior to the Termination Date, 0.00% per annum and,
on and after the Termination Date, 1.00% per annum.

"SERVICING FEE RESERVE" for the Purchased Interest at any time means an amount
equal to the product of the Servicing Fee Percentage and the Capital at such
time.

"SETTLEMENT DATE" means the last day of each Settlement Period.

"SETTLEMENT PERIOD" means, with respect to each Portion of Capital, initially
the period commencing on the date of payment pursuant to SECTION 1.2(a) or
SECTION 1.2(b) on which such Portion of Capital is paid to the Seller in
satisfaction of the related portion of the Cash Purchase Price of the Purchased
Interest or, in the case of a Portion of Capital not funded with the proceeds of
Notes, the date such Portion of Capital is created as contemplated by SECTION
1.7 and ending on the fifteenth (15th) day in the calendar month following the
month in which such payment or creation occurs and thereafter each period
commencing on the last day of the immediately preceding Settlement Period for
such Portion of Capital and ending on the fifteenth (15th) day of the following
calendar month; PROVIDED, that:

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                                     - 16 -

     (a)     any Settlement Period (other than of one day) which would otherwise
             end on a day which is not a Business Day shall be extended to the
             next succeeding Business Day;

     (b)     the last day of a Settlement Period (other than of one day) for a
             Portion of Capital shall be the first day of the next Settlement
             Period for such Portion of Capital;

     (c)     in the case of any Settlement Period of one day, (A) if the
             immediately preceding Settlement Period is more than one day, be
             the last day of such immediately preceding Settlement Period, and,
             if the immediately preceding Settlement Period is one day, be the
             day next following such immediately preceding Settlement Period;
             and (B) if such Settlement Period occurs on a day immediately
             preceding a day which is not a Business Day, such Settlement Period
             shall be extended to the next succeeding Business Day;

     (d)     in the case of any Settlement Period for any Portion of Capital
             which commences before the Termination Date and would otherwise end
             on a date occurring after the Termination Date, such Settlement
             Period shall end on such Termination Date and the duration of each
             Settlement Period which commences on or after the Termination Date
             shall be of such duration (including, without limitation, a period
             of one day) as shall be selected by the Administrator; and

     (e)     the initial Settlement Period shall be the period commencing on the
             date of the initial payment pursuant to SECTION 1.2(a) and ending
             on May 15, 2004.

"S&P" means Standard & Poor's Ratings Group or any successor thereto.

"SPECIFIED OBLIGOR" means any of Altria Group Inc., 3M Canada Company, Dare
Foods Limited, Hershey Canada Inc., Pepsi-Cola Canada Ltd., SC Johnson & Son
Ltd. or Pfizer Canada Inc.

"SUBSIDIARY" means, with respect to any Person, any corporation of which shares
having ordinary voting power to elect at least a majority of its board of
directors (regardless of the existence at the time of a right of the holders of
any class or classes of securities of such corporation to exercise such voting
power by reason of the happening of any contingency) are beneficially owned by
such Person, by one or more Subsidiaries of such Person or by such Person and
one or more Subsidiaries of such Person.

"SUPPORT AGREEMENT" means the support agreement dated March 30, 2004 between the
Parent and the Issuer.

"TANGIBLE NET WORTH" means, at any time, the aggregate of the Seller's partners'
equity at such time less any amount on account of goodwill or other similar
intangible assets, all as determined in accordance with Canadian generally
accepted accounting principles.

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                                     - 17 -

"TERMINATION DATE" means the earlier of (i) the Business Day which the Seller so
designates by notice to the Administrator pursuant to SECTION 1.1 (b), (ii) the
Business Day which the Issuer so designates by notice to the Servicer and the
Seller at least 45 days in advance, and (iii) the Facility Termination Date.

"TERMINATION DAY" means (i) each day on which the conditions set forth in
SECTION 2 of EXHIBIT II are not satisfied and (ii) each day which occurs on or
after the Termination Date.

"TERMINATION EVENT" has the meaning specified in EXHIBIT V.

"TERMINATION FEE" means, for any Settlement Period during which a Termination
Day occurs, the amount, if any, by which (i) the additional Discount (calculated
without taking into account any Termination Fee or any shortened duration of
such Settlement Period pursuant to CLAUSE (d) of the definition thereof) which
would have accrued during such Settlement Period on the related Portion of
Capital had no reduction in such Capital occurred after the Termination Date,
exceeds (ii) the income, if any, received by the Issuer from the Issuer
investing the proceeds of all reductions in such Portion of Capital which occur
after the Termination Date, as determined by the Administrator, which
determination shall be binding and conclusive for all purposes, absent manifest
error.

"TRANSACTION DOCUMENTS" means the Agreement, the Assignment, the Liquidity
Agreement, the Support Agreement and all other certificates, instruments,
Financing Statements, reports, notices, agreements and documents executed or
delivered under or in connection with the Agreement, in each case as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with the Agreement.

"TRIAL BALANCE" mean the Seller's accounts receivable trial balances described
in SCHEDULE III as such Schedule may be amended, supplemented or replaced from
time to time and "Trial Balance" shall mean each such accounts receivable trial
balance (whether in the form of a computer printout, magnetic tape or disc or
like device, and if contained on magnetic tape, disc or like device, shall
include all software, programming manuals and such other material as may be
necessary to access and interpret the information contained therein) listing
Obligors, the Receivables owed by them, the aged Outstanding Balances of such
Receivables and such other information as the Issuer may require.

"UNFINANCED INTEREST" means (a) at any time prior to the Termination Date, the
excess, if any, of the aggregate Outstanding Balance of the Purchased
Receivables over the Required Amount and (b) subject to compliance by the Seller
and the Servicer with the provisions of SECTION 1.3(b), all Purchased
Receivables existing as of the close of business on the Business Day immediately
preceding the Termination Date which are not identified in accordance with the
procedures described in SECTION 1.3(b), together with all Related Security with
respect to such Receivables or, in the case of Related Security securing
Eligible Receivables identified in accordance with the procedures described in
SECTION 1.3(b) in addition to such Receivables, a participation interest in all
Related Security with respect to such Receivables to the extent

<Page>

                                     - 18 -

necessary to enforce payment of, or realise upon the Related Security for, such
Receivables, and all Collections with respect to, and other proceeds of, such
Receivables and Related Security.

"YIELD RESERVE" for the Purchased Interest at any time means an amount equal to
the product of (i) the Capital, (ii) the Prime Rate at such time plus 1.00% and
(iii) a fraction, the numerator of which is the sum of (x) two times the Average
Maturity plus (y) the number of days in the Collection Delay Period, and the
denominator of which is 365.

"OTHER TERMS". All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles. All terms
used in the PPSA of Ontario, and not specifically defined herein, are used
herein as defined in such PPSA. Unless the context otherwise requires and
"including" (and with correlative meaning "include" and "includes") means
including without limiting the generality of any description preceding such
term.

<Page>

                                   EXHIBIT II

                        CONDITIONS OF PURCHASES, PAYMENTS

1.   CONDITIONS PRECEDENT TO INITIAL PURCHASE. The initial purchase from a
     Seller under the Agreement is subject to the conditions precedent that (i)
     the Notes shall be rated R-1 (high) by the Rating Agency on the date of
     such purchase, and the Rating Agency shall not have informed the
     Administrator that such purchase would result in the Rating Agency
     withdrawing or reducing such rating, and (ii) the Administrator shall have
     received on or before the date of such purchase the following, each in form
     and substance (including the date thereof) satisfactory to the
     Administrator:

     (a)     Executed copies of this Agreement and the other Transaction
             Documents including, without limitation, a true and complete copy
             of the Credit and Collection Policy;

     (b)     Certified copies of (i) the resolutions of the Board of Directors
             of the Seller authorising the execution, delivery, and performance
             by the Seller of the Agreement and the other Transaction Documents
             which it is a party, and (ii) all documents evidencing other
             necessary corporate action and governmental approvals, if any, with
             respect to the Agreement and the other Transaction Documents.

     (c)     A certificate of the Secretary or Assistant Secretary of the Seller
             certifying the names and true signatures of the officers of the
             Seller authorised to sign the Agreement and the other Transaction
             Documents on behalf of such Seller. Until the Administrator
             receives a subsequent incumbency certificate from the Seller in
             form and substance satisfactory to the Administrator, the
             Administrator shall be entitled to rely on the last such
             certificate delivered to it by the Seller.

     (d)     Acknowledgement or duplicate registration or verification copies of
             proper Assignments, Financing Statements and other similar
             documents or instruments, with registration particulars stamped
             thereon, naming the Seller as seller, assignor or debtor and the
             Issuer as purchaser, assignee or secured party, and duly filed on
             or before the date of such initial purchase under the PPSA of all
             jurisdictions (other than Quebec) that the Administrator may deem
             necessary or desirable in order to perfect the interests of the
             Issuer contemplated by the Agreement.

     (e)     Executed copies of all financing statements, financing change
             statements, discharges and releases, if any, necessary to discharge
             or release all security interests and other rights or interests of
             any Person in the Purchased Interest previously granted by the
             Seller, together with copies of the relevant financing change
             statements or other discharge statements or releases with the
             registration particulars stamped thereon or other assurance
             satisfactory to the Issuer.

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                                      - 2 -

     (f)     Completed PPSA search results, dated on or before the date of the
             initial purchase, listing the financing statements referred to in
             SUBSECTION (d) above and all other effective financing statements
             filed in the jurisdictions referred to in SUBSECTION (d) above that
             name each Seller as debtor, together with copies of such other
             financing statements (none of which shall cover any Receivables,
             Contracts or Related Security), showing no such liens on any of the
             Receivables, Contracts or Related Security.

     (g)     Favourable opinions of counsel for the Seller, substantially in the
             form of Annex D hereto.

     (h)     A report representing the performance of the Seller's portfolios of
             Receivables for the Collection Period prior to closing.

     (i)     Evidence of payment by the Seller of all accrued and unpaid fees
             (including those contemplated by the letter agreement referred to
             in SECTION 1.5), costs and expenses to the extent then due and
             payable on the date thereof, together with Legal Costs of the
             Administrator to the extent invoiced prior to or on such date.

     (j)     A letter agreement between the Seller and the Administrator
             contemplated by SECTION 1.5.

     (k)     A certificate of status, of good standing or of compliance, as
             appropriate, with respect to the Seller issued by its jurisdiction
             of incorporation and by each jurisdiction where registrations have
             been, or are to be, effected in respect of the Issuer's ownership
             interest in the Purchased Receivables, the Contracts, the Related
             Security and Collections thereon or other proceeds thereof if
             licensing or registration by the Seller as an extra-provincial or
             foreign corporation in such jurisdiction is required as a condition
             precedent to (i) the effectiveness or enforceability of such
             interest or interests or (ii) the ability of the Seller to perform
             in all material respects its duties and obligations under this
             Agreement (including the duties and obligations of the Servicer, if
             applicable).

     (l)     Such other approvals, opinions or documents as the Administrator or
             Purchasers may reasonably request.

2.   CONDITIONS PRECEDENT TO ALL PURCHASE PRICE PAYMENTS. Each purchase price
     payment (including the initial Cash Purchase Price payment) shall be
     subject to the further conditions precedent that:

     (a)     on the date of such purchase price payment the following statements
             shall be true (and acceptance of the portion of the purchase price
             payable by the Issuer to the Seller on such date shall be deemed a
             representation and warranty by the Seller that such statements are
             then true):

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                                      - 3 -

             (i)    the representations and warranties contained in EXHIBIT III
                    are true and correct on and as of the date of such purchase
                    or payment as though made on and as of such date;

             (ii)   no event has occurred and is continuing, or would result
                    from such purchase or payment, that constitutes a
                    Termination Event or that would constitute a Termination
                    Event but for the requirement that notice be given or time
                    elapse or both;

     (b)     the Seller has delivered to the Administrator a Portfolio Report
             (setting forth Receivables activity and transaction compliance)
             dated as of the date of payment of such purchase price payment if
             such purchase results in a increase in Capital; and

     (c)     the Purchasers or the Administrator shall have received such other
             approvals, opinions or documents as the Administrator or Purchasers
             may reasonably request.

<Page>

                                   EXHIBIT III

                         REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants as follows:

     (a)     The Seller is a limited partnership the sole general partner of
             which is a corporation duly incorporated, validly existing and in
             good standing under the laws of its jurisdiction of incorporation
             and is duly qualified to do business, and is in good standing, in
             every jurisdiction where the nature of its business requires it to
             be so qualified, except where the failure to be so qualified would
             not have a Material Adverse Effect.

     (b)     The execution, delivery and performance by the Seller of the
             Agreement and the other Transaction Documents to which it is a
             party (i) are within the Seller's powers, (ii) have been duly
             authorized by all necessary action, (iii) do not contravene or
             result in a default under or conflict with (1) the Seller's limited
             partnership agreement, constating documents or by-laws, (2) any
             law, rule or regulation applicable to the Seller, (3) any
             contractual restriction binding on or affecting the Seller or its
             property or (4) any order, writ, judgement, award, injunction or
             decree binding on or, to the knowledge of the Seller, affecting the
             Seller or its property, and (iv) do not result in or require the
             creation of any Adverse Claim upon or with respect to any of its
             properties. The Agreement and the other Transaction Documents to
             which it is a party have been duly executed and delivered by the
             Seller.

     (c)     No authorisation or approval or other action by, and no notice to
             or filing with, any Governmental Authority or other Person is
             required for the due execution, delivery and performance by the
             Seller of the Agreement or any other Transaction Document to which
             it is a party.

     (d)     Each of the Agreement and the other Transaction Documents to which
             it is a party constitutes the legal, valid and binding obligation
             of the Seller enforceable against the Seller in accordance with its
             terms, except as enforceability may be limited by applicable
             bankruptcy, insolvency, reorganization, moratorium or similar laws
             affecting the enforcement of creditors' rights generally or by
             general principles of equity.

     (e)     The financial statements of Smurfit-MBI and its Subsidiaries as at
             December 31, 2003, and the related statements of income and
             retained earnings of Smurfit-MBI and its Subsidiaries for the
             fiscal year then ended, copies of which have been furnished to the
             Administrator, fairly present the financial condition of
             Smurfit-MBI and its Subsidiaries as at such date and the results of
             the operations of Smurfit-MBI and its subsidiaries for the period
             ended on such date, all in accordance with Canadian generally
             accepted accounting principles consistently

<Page>

                                      - 2 -

             applied, and since December 31, 2003, there has been no material
             adverse change in the business, operations, property or financial
             or other condition or operations of Smurfit-MBI and its
             Subsidiaries, taken as a whole, the ability of the Seller to
             perform its obligations under the Agreement or the other
             Transaction Documents or the collectibility of the Receivables, or
             which affects the legality, validity or enforceability of the
             Agreement or the other Transaction Documents.

     (f)     There is no pending or, to the Seller's knowledge, threatened
             action or proceeding affecting the Seller or any of its
             Subsidiaries before any Governmental Authority or arbitrator which
             could reasonably be expected to have a Material Adverse Effect.

     (g)     Immediately prior to the sale, transfer and assignment thereof to
             the Issuer, the Seller is the legal and beneficial owner of the
             Purchased Receivables and Related Security, free and clear of any
             Adverse Claim; upon the sale, transfer and assignment of the
             Purchased Interest to the Issuer pursuant to SECTION 1.3(a), the
             Issuer shall acquire a valid and enforceable first priority
             perfected ownership interest in each Purchased Receivable then
             existing or thereafter arising and in the Related Security and
             Collections and other proceeds, with respect thereto, free and
             clear of any Adverse Claim. No effective financing statement or
             other instrument similar in effect covering any Purchased
             Receivable or the Related Security or Collections with respect
             thereto is on file in any recording office, except those filed in
             favour of the Issuer relating to the Agreement.

     (h)     Each Portfolio Report (if prepared by the Seller or one of its
             Affiliates, or to the extent that information contained therein is
             supplied by the Seller or an Affiliate), information, exhibit,
             financial statement, document, book, record or report furnished or
             to be furnished at any time by or on behalf of the Seller to the
             Administrator in connection with the Agreement is or will be
             accurate in all material respects as of its date or (except as
             otherwise disclosed to the Administrator at such time) as of the
             date so furnished, and no such item contains or will contain any
             untrue statement of a material fact or omits or will omit to state
             a material fact necessary to make the statements therein, in light
             of the circumstances in which they were made, not misleading in any
             material respect.

     (i)     The chief or principal place of business and chief executive office
             (as such terms are used in the PPSA) of the Seller and the office
             where the Seller keeps its records concerning the Receivables are
             located at the address referred to in Schedule II.

     (j)     The Seller is not in violation of any order of any court,
             arbitrator or Governmental Authority which could reasonably be
             expected to have a Material Adverse Effect.

<Page>

                                      - 3 -

     (k)     Each Purchased Receivable included as an Eligible Receivable in the
             calculation of the Net Receivables Pool Balance is an Eligible
             Receivable and each Purchased Receivable is or will be, as of the
             date of its transfer to the Issuer pursuant to SECTION 1.3(a), an
             Eligible Receivable:

             (i)    which complies with the requirements of the Credit and
                    Collection Policy;

             (ii)   which is not subject to any contingent performance
                    requirements of the Seller unless such requirements are
                    guaranteed or insured by third parties acceptable to the
                    Administrator;

             (iii)  which has not been modified or restructured since its
                    creation, except as permitted pursuant to SECTION 4.2 of the
                    Agreement; and

             (iv)   for which the Seller has established no offset arrangements
                    with the related Obligor.

     (l)     No event has occurred and is continuing, or would result from a
             purchase or a purchase price payment or from the application of the
             proceeds therefrom, which constitutes a Termination Event.

     (m)     The Seller has accounted for the sale of the Purchased Interest in
             its books and financial statements as a sale, consistent with
             generally accepted accounting principles.

     (n)     The Seller has complied in all material respects with the Credit
             and Collection Policy with regard to each Receivable.

     (o)     The Seller, as Servicer or otherwise, is in compliance with all of
             the terms, covenants and agreements contained in the Agreement and
             the other Transaction Documents and applicable to it.

     (p)     The Seller's complete corporate name is set forth in the preamble
             to the Agreement, and the Seller does not use and has not during
             the last six years used any other corporate name, except as set
             forth on SCHEDULE II and except for names first used after the date
             of the Agreement and set forth in a notice delivered to the
             Administrator pursuant to PARAGRAPH 1(j)(v) of EXHIBIT IV.

     (q)     All Obligors listed on each Trial Balance are and will be at all
             times listed in the order and manner specified therefor in SCHEDULE
             III.

     (r)     No default has occurred and is continuing and no event has occurred
             which, but for the giving of notice or the lapse of time, or both,
             would constitute a default under any indenture, loan or credit
             agreement, lease, mortgage, security

<Page>

                                      - 4 -

             agreement, bond, note or other agreement or instrument to which the
             Seller is a party and which default would result in a Material
             Adverse Effect.

The representations and warranties of the Seller made on the date of any payment
of the purchase price of any Receivables hereunder shall survive the payment
made on such date.

The Issuer represents and warrants to the Seller that:

     (a)     the Issuer is a corporation duly incorporated, validly existing and
             in good standing under the laws of Canada, and is duly qualified to
             do business and is in good standing in every jurisdiction where the
             nature of its business requires it to be so qualified, except where
             the failure to so qualify would not have a material adverse effect
             on its business, condition or operations;

     (b)     the execution, delivery and performance by the Issuer of this
             Agreement and the other Transaction Documents are within the
             Issuer's corporate powers and the powers granted to the Issuer
             pursuant to the Transaction Documents, have been duly authorized by
             all necessary corporate action, and do not contravene (A) the
             Issuer's charter or by-laws, (B) any law, rule or regulation
             applicable to the Issuer, (C) any contractual restriction binding
             on the Issuer or its property or the Trust or the property of the
             Trust or, to the best knowledge of the Issuer, affecting the Issuer
             or its property or the Trust or the property of the Trust or (D)
             any order, writ, judgment award, injunction or decree binding on
             the Issuer or its property or the Trust or the property of the
             Trust or, to the best knowledge of the Issuer, affecting the Issuer
             or its property or the Trust or the property of the Trust ;

     (c)     there is no pending or, to the best knowledge of the Issuer,
             threatened action or proceeding affecting the Issuer before any
             court, governmental agency or arbitrator which would materially
             adversely affect the financial condition or operations of the
             Issuer or the ability of the Issuer to perform its obligations
             under this Agreement or the other Transaction Documents, or which
             purports to affect the legality, validity or enforceability of this
             Agreement or the other Transaction Documents;

     (d)     this Agreement has been duly executed and delivered on behalf of
             the Issuer; and

     (e)     this Agreement constitutes a legal, valid and binding obligation of
             the Issuer enforceable against the Issuer in accordance with its
             terms, except as enforceability may be limited by applicable
             bankruptcy, insolvency, reorganization, moratorium or similar laws
             affecting the enforcement of creditors' rights generally or by
             general principles of equity.

<Page>

                                   EXHIBIT IV

                                    COVENANTS

1.   COVENANTS OF THE SELLER. Until the Final Collection Date:

     (a)     COMPLIANCE WITH LAWS, ETC. The Seller shall comply in all material
             respects with all applicable laws, rules, regulations and orders,
             and preserve and maintain its corporate existence, rights,
             franchises, qualifications and privileges except to the extent that
             the failure so to comply with such laws, rules, regulations or
             orders or the failure so to preserve and maintain such existence,
             rights, franchises, qualifications or privileges would not
             reasonably be expected to have a Material Adverse Effect.

     (b)     OFFICES, RECORDS AND BOOKS OF ACCOUNT, ETC. The Seller (i) shall
             keep its chief or principal place of business and chief executive
             office (as such terms are used in the PPSA) and the office where it
             keeps its records concerning the Receivables at the address of the
             Seller set forth in Schedule II or, upon at least 30 days' prior
             written notice of a proposed change to the Administrator, at any
             other locations in jurisdictions where all actions reasonably
             requested by the Administrator to protect and perfect the interest
             of the Issuer in the Purchased Interest have been taken and
             completed and (ii) shall provide the Administrator with at least 30
             days' written notice prior to making any change in the Seller's
             name or making any other change in the Seller's identity or
             corporate structure (including a merger) which could render any
             PPSA Financing Statement filed in connection with this Agreement
             ineffective to perfect, preserve or protect the interests of the
             Issuer under this Agreement or the Assignment; each notice to the
             Administrator pursuant to this sentence shall set forth the
             applicable change and the effective date thereof. The Seller also
             will maintain and implement administrative and operating procedures
             (including, without limitation, an ability to recreate records
             evidencing Receivables and related Contracts in the event of the
             destruction of the originals thereof), and keep and maintain all
             documents, books, records, computer tapes and disks and other
             information reasonably necessary or advisable for the collection of
             all Receivables (including, without limitation, records adequate to
             permit the daily identification of each Purchased Receivable and
             all Collections of and adjustments to each existing Receivable).

     (c)     PERFORMANCE AND COMPLIANCE WITH CONTRACTS AND CREDIT AND COLLECTION
             POLICY. The Seller shall, at its expense, timely and fully perform
             and comply with all material provisions, covenants and other
             promises required to be observed by it under the Contracts related
             to the Receivables, and timely and fully comply in all material
             respects with the Credit and Collection Policy with regard to each
             Receivable and the related Contract.

<Page>

                                      - 2 -

     (d)     OWNERSHIP INTEREST, ETC. The Seller shall, at its expense, take all
             action necessary or desirable to establish and maintain a valid and
             enforceable first priority perfected ownership interest in the
             Purchased Interest, free and clear of any Adverse Claim (other than
             an Adverse Claim created or granted by the Issuer), in favour of
             the Issuer, including, without limitation, executing, delivering
             and registering all Financing Statements and taking such other
             action to perfect, protect or more fully evidence the interest of
             the Issuer under the Agreement as the Issuer, through the
             Administrator, may reasonably request.

     (e)     SALES, LIENS, ETC. The Seller shall not sell, assign (by operation
             of law or otherwise) or otherwise dispose of, or create or suffer
             to exist any Adverse Claim (other than any Adverse Claim created or
             granted by the Issuer) upon or with respect to, any or all of its
             right, title or interest in, to or under any Receivable, Related
             Security or Collections or proceeds thereof (including without
             limitation upon or with respect to any account to which any
             Collections of any Receivables are sent), or assign any right to
             receive income in respect of any items contemplated by this
             PARAGRAPH (e).

     (f)     EXTENSION OR AMENDMENT OF RECEIVABLES. Except as provided in the
             Agreement, the Seller shall not extend the maturity or adjust the
             Outstanding Balance or otherwise modify the terms of any Purchased
             Receivable, or amend, modify or waive any term or condition of any
             related Contract.

     (g)     CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY. The Seller
             shall not make any material change in the character of its business
             or in the Credit and Collection Policy, or any change in the Credit
             and Collection Policy that would adversely affect the
             collectibility of the Purchased Receivables or the enforceability
             of any related Contract or the ability of the Seller to perform its
             obligations under any related Contract or under the Agreement
             without the prior written consent of the Administrator, which
             consent shall not be unreasonably withheld.

     (h)     AUDITS. The Seller shall during regular business hours upon
             reasonable prior notice from the Administrator, permit the
             Administrator, or its agents or representatives, acting reasonably,
             (i) to examine and make copies of and abstracts from all books,
             Records and documents (including, without limitation, computer
             tapes and disks) in the possession or under the control of the
             Seller relating to Receivables and the Related Security, including,
             without limitation, the related Contracts, (ii) to visit the
             offices and properties of the Seller for the purpose of examining
             such materials described in clause (i) above, and (iii) to discuss
             matters relating to Receivables and the Related Security or the
             Seller's performance hereunder or under the Contracts with any of
             the officers, employees, agents or contractors of the Seller having
             knowledge of such matters in the context of any such audit or
             examination. In addition, the Seller shall direct

<Page>

                                      - 3 -

             and require its auditors to assist the Issuer's auditors to the
             extent and in such manner as is required for the Issuer's auditors
             to report on the status of Purchased Interest hereunder. Any audit
             or examination conducted or performed under this SECTION (h) shall
             be at the expense of the Administrator; PROVIDED, HOWEVER, that (i)
             one such yearly audit or examination pursuant to this SECTION (h),
             or (ii) any additional audits or examinations pursuant to this
             SECTION (h) requested or required by any Person having a right to
             do so other than the Administrator to be conducted or performed,
             shall each be at the expense of the Seller.

     (i)     MARKING OF RECORDS. At its expense, the Seller shall mark its
             master data processing records relating to Purchased Receivables,
             including with a legend, evidencing that the Purchased Receivables
             have been sold in accordance with the Agreement.

     (j)     REPORTING REQUIREMENTS. The Seller will provide to the
             Administrator and the Rating Agency (in multiple copies, if
             requested by the Administrator or the Rating Agency) the following:

             (i)    as soon as available and in any event within 60 days after
                    the end of the first three quarters of each fiscal year of
                    the Seller, balance sheet of the Seller as of the end of
                    such quarter and consolidated statements of income and
                    retained earnings of the Seller for the period commencing at
                    the end of the previous fiscal year and ending with the end
                    of such quarter, certified by the chief financial officer of
                    the Seller;

             (ii)   as soon as available and in any event within 120 days after
                    the end of each fiscal year of the Seller, a copy of the
                    consolidated balance sheet of and consolidated statements of
                    income and retained earnings of the Seller and its
                    Subsidiaries for such year reviewed by Ernst & Young LLP or
                    other independent chartered accountants of the Seller;

             (iii)  as soon as available and in any event not later than the
                    second Business Day prior to each Settlement Date (or, on or
                    after the Termination Date upon written notice from the
                    Servicer to the Administrator, not later than the Business
                    Day following such Settlement Date), a Portfolio Report as
                    of the Cut-Off Date for the Collection Period ended
                    immediately prior to such Settlement Date and, if requested
                    by the Administrator, an ageing report for the Purchased
                    Receivables as of the Cut-Off Date for such Collection
                    Period;

             (iv)   as soon as possible and in any event within five days after
                    the occurrence of each Termination Event or each event
                    which, with the giving of notice or lapse of time, or both,
                    would constitute a Termination Event, a statement of the
                    chief financial officer of the Seller setting forth details
                    of

<Page>

                                      - 4 -

                    such Termination Event or event and the action that the
                    Seller has taken and proposes to take with respect thereto;

             (v)    at least thirty days prior to any change in the Seller's
                    name or any other change requiring the amendment of PPSA
                    Financing Statements, a notice setting forth such changes
                    and the effective date thereof;

             (vi)   such other information respecting the Receivables or the
                    condition or operations, financial or otherwise, of the
                    Seller or any of its Affiliates as the Administrator or the
                    Rating Agency may from time to time reasonably request;

             (vii)  promptly after the Seller obtains knowledge thereof, notice
                    of any litigation, investigation or proceeding which may
                    exist at any time between the Seller and any Person which,
                    if not cured or if adversely determined, as the case may be,
                    would have a Material Adverse Effect; and

             (viii) promptly after the occurrence thereof, notice of a Material
                    Adverse Effect.

     (k)     SELLER TO PAY TAXES. The Seller shall (i) make all payments to all
             applicable Governmental Authorities or others where the failure to
             make such payments would give rise to a statutory lien or deemed
             trust having priority over the Issuer's interest in the Purchased
             Interest and (ii) remit to the appropriate taxation authority, as
             and when required by applicable law, the amounts of federal or
             provincial goods and services or sales taxes exigible from the
             Obligors upon the creation of the Receivables and which form part
             of the Outstanding Balances of the Receivables.

     (l)     CREATION OF TRIAL BALANCE. If at any time the Seller (or the
             Servicer) fails or otherwise ceases to identify the Purchased
             Receivables in accordance with SECTION 1.3(b) or a request from the
             Issuer pursuant to PARAGRAPH 2(d) of this EXHIBIT IV or fails to
             generate the Trial Balance, the Administrator shall have the right
             (but not the obligation) to reconstruct the Trial Balance in order
             to identify the Purchased Receivables in accordance with the
             procedure described in SECTION 1.3(b), which identification by the
             Administrator shall be conclusive and binding absent manifest
             error. The Seller agrees to cooperate with such reconstruction,
             including, without limitation, the delivery to the Administrator,
             upon its request, of copies of all Records. The Seller shall
             reimburse the Administrative Agent for all costs and expenses
             incurred by it or paid by it to other Persons in connection with
             any such reconstruction or identification.

     (m)     NO MODIFICATION OF TRIAL BALANCE. The Seller shall not amend,
             modify or alter the ordering or listing of the Obligors in the
             Trial Balance if, as a result thereof, the

<Page>

                                      - 5 -

             Servicer, the Seller or the Administrator would be unable to
             identify the Purchased Receivables in accordance with the terms and
             provisions of the Agreement.

     (n)     IDENTIFICATION OF PURCHASED RECEIVABLES. The Seller shall notify
             the Administrator and the Servicer of any change in or
             modifications to, computer, automation or other operating systems
             (in respect of hardware or software) used to provide the Servicer's
             services or to make any calculation or reports under this Agreement
             or in connection with servicing the Purchased Receivables,
             recreating records with respect to or identifying the Purchased
             Receivables which would have a Material Adverse Effect.

     (o)     SUCCESSOR SERVICER. The Seller agrees to co-operate in the transfer
             of all records, software and any and all other documents in both
             written and computer readable form to any successor Servicer.

     (p)     MINIMUM UNFINANCED INTEREST. The Seller shall not permit the
             Unfinanced Interest to be less than 5% of the Capital.

2.   COVENANTS OF THE SERVICER. Until the Final Collection Date:

     (a)     PORTFOLIO REPORTS. The Servicer shall ensure that each Portfolio
             Report and any other information furnished or to be furnished at
             any time by or on behalf of the Servicer to the Administrator or
             the Issuer in connection with the Agreement is or will be accurate
             in all material respects as of its date or (except as otherwise
             disclosed to the Administrator at such time) as of the date so
             furnished, and shall not contain any untrue statement of a material
             fact or omit to state a material fact necessary to make the
             statements therein, in light of the circumstances in which they
             were made, not misleading in any material respect.

     (b)     MAINTENANCE OF SYSTEMS. The Servicer shall maintain systems,
             procedures and records (including software and back-up system,
             procedures and records) sufficient to permit daily identification
             or determination of the Purchased Receivables, Collections thereon,
             Dilutions and credit losses in respect thereof

     (c)     POSTING OF RECEIVABLES AND COLLECTIONS. The Servicer shall apply
             all Collections to the applicable Receivables and modify the Trial
             Balances to reflect such Collections, in each case as promptly as
             practicable, but in any event not later than 2 Business Days
             following receipt thereof by the Servicer, and accurately post all
             new Receivables on the Trial Balances as promptly as practicable,
             but in any event not before an invoice in respect of such
             Receivable has been issued and not later than 2 Business Days after
             such Receivable is generated.

<Page>

                                      - 6 -

     (d)     RECEIVABLES LISTS. From time to time, promptly following a request
             by the Administrator, and in any event within ten Business Days
             following such request or within six Business Days following the
             Termination Date, the Servicer shall deliver to the Administrator
             (i) a listing (on magnetic tape or disc) by Obligor of all
             Purchased Receivables as at the day specified in such request or as
             at the Seller's close of business on the day immediately preceding
             the Termination Date, as the case may be, (ii) a copy of the Trial
             Balances as at such day, and (iii) such Records as the
             Administrator may reasonably require to verify such list of
             Purchased Receivables and the Trial Balance.

     (e)     COMPLIANCE WITH LAWS, ETC. The Servicer shall comply with any
             applicable law, rule or regulation with respect to any Purchased
             Receivable or the related Contract except to the extent that the
             failure so to comply with such laws, rules or regulations would not
             reasonably be expected to have a Material Adverse Effect.

     (f)     COMMINGLING. The Servicer shall not commingle the Collections of or
             with respect to the Purchased Interest at any time with other funds
             except as permitted pursuant to this Agreement.

     (g)     SUCCESSOR SERVICER. The Servicer agrees to co-operate in the
             transfer of all records, software and any and all other documents
             in both written and computer readable form to any successor
             Servicer.

<Page>

                                    EXHIBIT V

                               TERMINATION EVENTS

     Each of the following shall be a "Termination Event":

     (a)     the Seller or the Servicer (if Smurfit-MBI) shall fail to make any
             payment or deposit to be made by it under the Agreement when due
             and such failure shall continue for three Business Days; or

     (b)     any representation or warranty made or deemed made by the Seller or
             the Servicer (or any of their respective officers) under or in
             connection with the Agreement or any written information or report
             delivered by the Seller or the Servicer pursuant to the Agreement
             or the other Transaction Documents shall prove to have been
             incorrect or untrue in any material respect when made or deemed
             made or delivered and such breach of representation or warranty, if
             capable of being rectified, is not rectified within six Business
             Days of the date the Seller or the Servicer first becomes aware of
             such breach; or

     (c)     the Seller or the Servicer (if Smurfit-MBI) shall fail to perform
             or observe any material term, covenant or agreement contained in
             the Agreement or any other Transaction Document on its part to be
             performed or observed (other than as specified in CLAUSE (a) above)
             and any such failure shall remain unremedied for 10 days after the
             Seller becomes aware of such failure (or, with respect to a failure
             to deliver any Portfolio Report pursuant to the Agreement, such
             failure shall remain unremedied for five days after such Portfolio
             Report was due); or

     (d)     the Seller shall fail to pay any principal of or premium or
             interest on any of its Debt which is outstanding in a principal
             amount of at least $10,000,000 (or the United States dollar
             equivalent thereof) in the aggregate when the same becomes due and
             payable (whether by scheduled maturity, required prepayment,
             acceleration, demand or otherwise), and such failure shall continue
             after the applicable grace period, if any, specified in the
             agreement, mortgage, indenture or instrument relating to such Debt;
             or any other event shall occur or condition shall exist under any
             agreement, mortgage, indenture or instrument relating to any such
             Debt and shall continue after the applicable grace period, if any,
             specified in such agreement, mortgage, indenture or instrument, if
             the effect of such event or condition is to accelerate, or to
             permit the acceleration of, the maturity of such Debt; or any such
             Debt shall be declared to be due and payable, or required to be
             prepaid (other than by a regularly scheduled required prepayment),
             redeemed, purchased or defeased, or an offer to repay, redeem,
             purchase or defease such Debt shall be required to be made, in each
             case prior to the stated maturity thereof; or

<Page>

                                      - 2 -

     (e)     the Agreement or any purchase pursuant to the Agreement shall for
             any reason (other than pursuant to the terms hereof) cease to
             create, or the Purchased Interest shall for any reason cease to be,
             a valid and enforceable perfected ownership interest to the extent
             of the Purchased Interest in each Purchased Receivable and the
             Related Security and Collections and other proceeds with respect
             thereto, free and clear of any Adverse Claim (other than any
             Adverse Claims created or granted by the Issuer); or

     (f)     either the Seller or the Parent shall generally not pay its debts
             as such debts become due, or shall admit in writing its inability
             to pay its debts generally, or shall make a general assignment for
             the benefit of creditors; or any proceeding or notice of intention
             to file a proceeding or proposal shall be instituted by or against
             either the Seller or the Parent seeking to adjudicate it a bankrupt
             or insolvent, or seeking liquidation, winding up, reorganization,
             arrangement, adjustment, protection, relief, or composition of it
             or its debts under any law relating to bankruptcy, insolvency or
             reorganization or relief of debtors, or seeking the entry of an
             order for relief or the appointment of a receiver, trustee,
             custodian or other similar official for it or for any substantial
             part of its property and, in the case of any such proceeding
             instituted against it (but not instituted by it), either such
             proceeding shall remain undismissed or unstayed for a period of 30
             days, or any of the actions sought in such proceeding (including,
             without limitation, the entry of an order for relief against, or
             the appointment of a receiver, trustee, custodian or other similar
             official for, it or for any substantial part of its property) shall
             occur; or either the Seller or the Parent shall take any corporate
             action to authorise any of the actions set forth above in this
             PARAGRAPH (f); or

     (g)     the aggregate Outstanding Balance of the Purchased Receivables
             shall at any time be less than the Required Amount or the Net
             Receivables Pool Balance shall at any time be less than the
             Required Amount, in either case for a period of six consecutive
             Business Days or more; or

     (h)     as of the Cut-Off Date for any Collection Period, the Default Ratio
             shall exceed 2.0%; or

     (i)     as of the Cut-Off Date for any Collection Period, the Delinquency
             Ratio shall exceed 5.0%; or

     (j)     the Average Maturity shall at any time exceed 60 days;

     (k)     the Tangible Net Worth of the Seller shall be less than
             $50,000,000;

     (l)     any representation or warranty made or deemed made by the Parent
             under the Support Agreement shall prove to have been incorrect or
             untrue in any material respect when made or deemed made and such
             breach of representation or

<Page>

                                      - 3 -

             warranty, if capable of being rectified, is not rectified within
             six Business Days of the date the Parent first becomes aware of
             such breach; or

     (m)     the Parent shall fail to perform or observe any material term,
             covenant or agreement contained in the Support Agreement on its
             part to be performed or observed and any such failure shall remain
             unremedied for 10 days after the Parent becomes aware of such
             failure.

<Page>

                                   SCHEDULE I

                          CREDIT AND COLLECTION POLICY

<Page>

                                   SCHEDULE II

                        LOCATIONS OF OFFICES AND RECORDS

2070 Hadwen Road
Mississauga, Ontario
L5K 2C9

<Page>

                                  SCHEDULE III

                              FORM OF TRIAL BALANCE

<Page>

                                   SCHEDULE IV

                             TRIAL BALANCE SEQUENCE

The Eligible Receivables which shall constitute Purchased Receivables on and as
of the Termination Date shall be identified by proceeding through the Eligible
Receivables, in the following order, until the Outstanding Balance of Purchased
Receivables equals the Required Purchase Amount:

     (i)     first, through the Eligible Receivables for which the Obligors are
             residents of Canada, in descending order (highest to lowest) by
             aggregate Outstanding Balance of such Eligible Receivables, and

     (ii)    second, through the Eligible Receivables for which the Obligors are
             residents of the United States of America, in descending order
             (highest to lowest) by aggregate Outstanding Balance of such
             Eligible Receivables.

<Page>

                                     ANNEX A

                               FORM OF ASSIGNMENT

             THIS INDENTURE made in duplicate as of the 30th day of March, 2004.

BETWEEN:

             MBI LIMITED/LIMITEE in its capacity as General Partner of
             SMURFIT-MBI, an Ontario limited partnership, having its chief
             executive office and chief place of business at 2070 Hadwen Road,
             Mississauga, Ontario L5K 2C9,

             (hereinafter called the "Seller")

                                     - and -

             COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated
             under the laws of Canada and having its chief place of business in
             Ontario at 44 King Street West, Toronto, Ontario, in its capacity
             as trustee of King Street Funding Trust,

             (hereinafter called the "Purchaser")

     WHEREAS the Seller is the legal and beneficial owner of Receivables;

     AND WHEREAS the Seller, Scotia Capital Inc. and the Purchaser are parties
     to a receivables purchase agreement dated as of March 30, 2004 (as
     modified, amended or supplemented from time to time, the "RECEIVABLES
     PURCHASE AGREEMENT");

     AND WHEREAS, pursuant to and on the terms and conditions of the Receivables
     Purchase Agreement, the Seller has agreed to transfer and assign to the
     Purchaser all of the Seller's Eligible Receivables (as defined below),
     present or future;

     NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the sum of
     One Dollar ($1.00) of lawful money of Canada now paid by the Purchaser to
     the Seller and other good and valuable consideration (the receipt and
     sufficiency of which is hereby acknowledged) the Seller does hereby sell,
     assign, transfer and convey to the Purchaser absolutely (and without
     recourse, except as otherwise provided in the Receivables Purchase
     Agreement) all of the Seller's right, title and interest in, to and under
     (i) all Eligible Receivables now existing and all Eligible Receivables
     created thereafter (collectively, the "PURCHASED RECEIVABLES"), (ii) all
     Related Security with

<Page>

                                      - 2 -

     respect to such Purchased Receivables, and (iii) all Collections with
     respect to, and other proceeds of, such Purchased Receivables and Related
     Security (collectively the "TRANSFERRED ASSETS").

     To have and to hold the Transferred Assets to the use of the Purchaser, its
     successors and assigns, forever.

COVENANTS AND AGREEMENTS

3.   In this Assignment Agreement and the recitals hereto, all terms having
     initial capital or upper case letters shall have the respective meanings
     assigned thereto unless the context otherwise requires or unless otherwise
     defined herein and the following terms shall have the following meanings:

     "ADVERSE CLAIM" means any prior claim, hypothec, lien, security interest or
     other charge or encumbrance, or any other type of preferential arrangement.

     "AFFILIATE" means, as to any Person, any other Person that, directly or
     indirectly, is in control of, is controlled by or is under common control
     with such Person or is a director or officer of such Person.

     "AGRICULTURAL RECEIVABLES" means Receivables owing by Obligors that are
     engaged in the agricultural industry and which are required by the related
     Contract to be paid in full within no more than 180 days of the original
     billing date under the Contract.

     "COLLECTIONS" means, with respect to any Purchased Receivable, (a) all
     funds which are received by the Seller or the Servicer in payment of any
     amounts owed in respect of such Receivable (including, without limitation,
     purchase price, finance charges, interest and all other charges), or
     applied to amounts owed in respect of such Receivable (including, without
     limitation, insurance payments and net proceeds of the sale or other
     disposition of repossessed goods or other collateral or property of the
     related Obligor or any other Person directly or indirectly liable for the
     payment of such Purchased Receivable and available to be applied thereon),
     (b) all Collections deemed to have been received by the Seller or the
     Servicer in respect thereof pursuant to the Receivables Purchase Agreement,
     (c) all amounts paid or deemed paid by the Seller to the Purchaser pursuant
     to the Receivables Purchase Agreement and (d) all other proceeds of such
     Receivable (including any proceeds of sale or other disposition thereof by
     the Purchaser).

     "CONTRACT" means, with respect to any Receivable, any and all contracts,
     understandings, instruments, agreements, invoices, invoice summaries or
     other writings pursuant to which such Receivable arises or which evidences
     such Receivable or under which an Obligor becomes or is obligated to make
     payment in respect of such Receivable.

<Page>

                                      - 3 -

     "CREDIT AND COLLECTION POLICY" means those receivables credit and
     collection policies and practices of the Seller in effect on the date of
     the Agreement and described in SCHEDULE I of the Receivables Purchase
     Agreement, as modified in compliance with the Receivables Purchase
     Agreement.

     "DEFAULTED RECEIVABLE" means a Receivable:

     (a)     as to which any payment, or part thereof, remains unpaid for at
             least 90 days from the original due date for such payment under the
             related Contract;

     (b)     as to which the Obligor thereof or any other Person obligated
             thereon or owning any Related Security in respect thereof has
             become subject to an Insolvency Proceeding; or

     (c)     which, consistent with the Credit and Collection Policy, would be
             written off the Seller's books as uncollectible.

     "DELINQUENT RECEIVABLE" means a Receivable:

     (a)     as to which any payment, or part thereof, remains unpaid for at
             least 60 days from the original due date for such payment under the
             related Contract; or

     (b)     which, consistent with the Credit and Collection Policy, the Seller
             would classify as delinquent.

     "DILUTION" means, with respect to any Receivable, the aggregate reduction
     or adjustment in the paid or unpaid outstanding balance of such Receivable
     on account of disputes, set-offs, discounts, incorrect billings, credits,
     rebates, allowances, chargebacks, returned, repossessed or foreclosed
     goods, allowances for early payments, foreign currency exchange reductions
     or other such reductions or adjustments granted in the ordinary course of
     business that are unrelated to the inability of the Obligor of such
     Receivables to pay such Receivables.

     "ELIGIBLE RECEIVABLE" means each Receivable:

     (a)     the Obligor of which is a resident of Canada or the United States
             of America, is not an Affiliate of the Seller, and is not a
             government or a governmental subdivision, crown corporation,
             authority, board, agency or other entity;

     (b)     which is denominated and payable only in Canadian Dollars or in
             lawful currency of the United States of America;

     (c)     which arises under a Contract and which is (i) required by the
             related Contract to be paid in full within 60 days of the original
             billing date under the Contract, or (ii) is an Agricultural
             Receivable;

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                                      - 4 -

     (d)     which arises in the ordinary course of the Seller's business;

     (e)     which is not the subject of any Adverse Claim (other than any
             Adverse Claim created or granted by the Purchaser) and which does
             not arise from the sale of inventory which is subject to any
             Adverse Claim (other than any Adverse Claim created or granted by
             the Purchaser);

     (f)     which does not require the consent of the related Obligor to be
             sold or assigned;

     (g)     in which the Seller owns good and marketable title and which is
             freely assignable by the Seller; and

     (h)     which constitutes (i) a claim under the Quebec Civil Code and (ii)
             an account or chattel paper as defined in the PERSONAL PROPERTY
             SECURITY ACT (Ontario) which is not evidenced by an instrument.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any province,
     state or other political subdivision thereof, any central bank (or similar
     monetary or regulatory authority) thereof, any body or entity exercising
     executive, legislative, judicial, regulatory or administrative functions of
     or pertaining to government, including without limitation any court, and
     any Person owned or controlled, through stock or capital ownership or
     otherwise, by any of the foregoing.

     "INSOLVENCY PROCEEDING" means, with respect to a Person, any of the
     following:

     (a)     (i) the commencement or filing of an application, petition, action,
             case or other proceeding (including a notice of intention to file a
             proposal) before any court or Governmental Authority, with or
             without the application or consent of such Person, under any
             applicable law (foreign or domestic) relating to bankruptcy,
             insolvency, receivership, reorganization, debt arrangement,
             dissolution, liquidation, winding up or composition or adjustment
             of it or its debts, (ii) the appointment of a trustee, receiver,
             manager, receiver and manager, custodian, liquidator, assignee,
             sequestrator or the like for such Person or any substantial part of
             its property or assets, or (iii) the granting of any similar relief
             with respect to such Person under any law (foreign or domestic)
             relating to bankruptcy, insolvency, receivership, reorganization,
             debt arrangement, dissolution, liquidation, winding up or
             composition or adjustment of it or its debts; or

     (b)     a general assignment for the benefit of creditors, or becoming
             insolvent, or failing to, or admitting in writing its inability to,
             pay its debts generally as they become due; or

     (c)     taking any corporate or other action to authorise any of the
             actions described in paragraphs (a) or (b) above.

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                                      - 5 -

     "OBLIGOR" means, with respect to any Receivable, the Person obligated to
     make payments pursuant to the Contract relating to such Receivable.

     "PERSON" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture, limited liability company or other entity, or a government
     or any political subdivision or agency thereof.

     "PPSA" means (a) the personal property security legislation, as amended,
     supplemented or replaced from time to time, as in effect in each Province
     of Canada (other than Quebec), and (b) the Civil Code of Quebec, as
     amended, supplemented or replaced from time to time, as in effect in
     Quebec.

     "RECEIVABLE" means any indebtedness and other obligations owed to the
     Seller by, or any right of the Seller to payment from or on behalf of, an
     Obligor, whether constituting an account, chattel paper, instrument or
     intangible, arising from, in connection with, or which are incidental to,
     the sale, manufacture and disposition of corrugated products including
     industrial, commercial and specialty packaging, and includes, without
     limitation, the obligation to pay any finance charges, fees and other
     charges with respect thereto and any goods and services tax, harmonised
     sales tax or Quebec sales tax payable or exigible by or upon an Obligor or
     the transaction giving rise to such Receivable but excludes any other
     provincial sales tax so payable or exigible; and which indebtedness and
     other obligations are recorded on or included from time to time in the
     trial balances owned by the Seller and which are identified in Schedule III
     to the Receivables Purchase Agreement. Indebtedness and other obligations
     arising from any one transaction, including, without limitation,
     indebtedness and other obligations represented by an individual invoice or
     agreement, shall constitute a Receivable separate from a Receivable
     consisting of the indebtedness and other obligations arising from any other
     transaction.

     "RECORDS" means all Contracts, invoices, books, records, shipping documents
     and other documents and information maintained with respect to the
     Purchased Receivables, the other Transferred Assets and the related
     Obligors.

     "RELATED SECURITY" means, with respect to any Receivable:

     (a)     all of the Seller's interest in any goods (including returned
             goods), and documents of title evidencing the shipment or storage
             of any goods (including returned goods), relating to any sale
             giving rise to such Receivable; PROVIDED, HOWEVER that any
             returned, repossessed or foreclosed goods shall not constitute
             Related Security if the Seller pays to the Servicer the amount of
             the Dilution that gave rise to the returned goods or repurchases
             the Defaulted Receivable relating to such repossessed or foreclosed
             goods in accordance with the terms and provisions of the Agreement;

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                                      - 6 -

     (b)     all other security interests or liens and property subject thereto
             from time to time purporting to secure payment of such Receivable,
             whether pursuant to the Contract related to such Receivable or
             otherwise, together with all financing statements or other filings
             relating thereto;

     (c)     all guarantees, indemnities, insurance and other agreements
             (including the related Contract) or arrangements of whatever
             character from time to time supporting or securing payment of such
             Receivable or otherwise relating to such Receivable whether
             pursuant to the Contract related to such Receivable or otherwise;

     (d)     all Records related to such Receivable; and

     (e)     all proceeds of the foregoing.

     "SERVICER" means the Seller, in its capacity as servicer of the Purchased
     Receivables and other Transferred Assets under the Receivables Purchase
     Agreement, together with its successors and permitted assigns in such
     capacity.

4.   This Assignment is executed and delivered by the Seller to the Purchaser
     pursuant to the Receivables Purchase Agreement.

5.   This Assignment is made by the Seller to the Purchaser without any
     representation, warranty, covenant, agreement or recourse (express or
     implied) except as provided otherwise in the Receivables Purchase Agreement
     or herein.

6.   The Seller agrees to do and perform, from time to time, any and all acts
     and to execute any and all further instruments required or reasonably
     requested by the Purchaser to more fully effect the purposes of this
     Agreement.

7.   This Assignment Agreement shall be construed in accordance with the laws of
     the Province of Ontario and the laws of Canada applicable therein.

8.   This Assignment shall be binding upon and shall enure to the benefit of the
     Seller and the Purchaser and their respective successors and assigns.

                            [Signature page follows]

<Page>

                                      - 7 -

IN WITNESS WHEREOF the Seller has executed this Assignment as of the date first
written above.

                                     MBI LIMITED/LIMITEE,
                                     IN ITS CAPACITY AS GENERAL PARTNER OF
                                     SMURFIT-MBI


                                     By:
                                         ---------------------------------------
                                                   Authorized Officer


Accepted by:

COMPUTERSHARE TRUST COMPANY OF CANADA,
in its capacity as trustee of
King Street Funding Trust,
by its Administrator, Scotia Capital Inc.


By:  --------------------------------
     Authorized Officer

<Page>

                                     ANNEX B

                      FORM OF PURCHASE PRICE PAYMENT NOTICE

TO:       Computershare Trust Company of Canada in its capacity as trustee of
          King Street Funding Trust
          c/o Scotia Capital Inc.
          Scotia Plaza, 68th Floor
          40 King Street West
          P.O. Box 4085, Station "A"
          Toronto, ON  M5X 2X6
          Facsimile No.: (416) 945-4534

          This Purchase Price Payment Notice is delivered to you pursuant to
Section 1.2 of the receivables purchase agreement made as of March 30, 2004 (the
"Receivables Purchase Agreement") between MBI Limited/Limitee, in its capacity
as General Partner of Smurfit-MBI, as Seller, Computershare Trust Company of
Canada, a trust company carrying on business in the Province of Ontario, in its
capacity as trustee (in such capacity, together with its successors and
permitted assigns in such capacity, the "Issuer") of King Street Funding Trust,
a trust established under the laws of the Province of Ontario and Scotia Capital
Inc., an Ontario Corporation as administrator of the Issuer.

          The Seller hereby gives notice to the Issuer and the Administrator
that the Seller requests a Cash Purchase Price payment under the Receivables
Purchase Agreement, all in accordance with the terms of Section 1.2 of the
Receivables Purchase Agreement as follows:

Settlement Date [CLOSING DATE]:                                  *, 200-

Cash Purchase Price:                                  Cdn. $*

Required Amount
on the Settlement Date (after payment):               Cdn. $*

Net Receivables Pool Balance for Settlement Date      $*

Each of the undersigned certifies that as of the Settlement Date all conditions
precedent

<Page>

contained in the Receivables Purchase Agreement to the payment of the Cash
Purchase Price requested herein have been satisfied or complied with.

          DATED the * day of *, 200-.



                                         MBI LIMITED/LIMITEE, IN ITS CAPACITY AS
                                         GENERAL PARTNER OF SMURFIT-MBI, AN
                                         ONTARIO LIMITED PARTNERSHIP
                                         By:


                                             -----------------------------------
                                                    (Authorized Officer)


                                          By:
                                              ----------------------------------
                                                    (Authorized Officer)

<Page>

                                     ANNEX C

                            FORM OF PORTFOLIO REPORT

<Page>

                                     ANNEX D

                         FORM OF SELLER COUNSEL OPINIONS