Exhibit
4.6  DATED 14th February, 2003   MDP ACQUISITIONS PLC as Lender  and  MDCP ACQUISITIONS I as Borrower   
  INTERCOMPANY LOAN AGREEMENT  
   KIRKLAND
& ELLIS
INTERNATIONALTower 42
25 Old Broad Street
London EC2N 1HQ
Telephone: +44 (0)20 7816 8700
www.kirkland.com


THIS AGREEMENT is
made on 14th February, 2003 BETWEEN:  (1)MDP ACQUISITIONS PLC, a company registered
in Ireland (registered number 357958) (the Lender);
and  (2)MDCP ACQUISITIONS I, a company registered
in Ireland (registered number 358039) (the Borrower).  IT IS AGREEDas
follows:  1.Definitions  1.1.In
this Agreement:  Additional Notes has the meaning given to
it in the Additional Notes Priority Deed.  Advance means the principal amount of the
advance (as from time to time reduced by repayment or prepayment or increased
by the capitalisation of interest) made or to be made by the Lender to the
Borrower pursuant to Clause 3 hereof.  Payment Date means the earlier of (A) the
date on which the Additional Notes are to be repaid in full or in part, at
final maturity in accordance with the terms of the Additional Notes, and (B)
the date on which the Additional Notes fall due for payment upon acceleration
or under any mandatory prepayment or repurchase provision in any case in accordance
with the terms of the Additional Notes provided that either (i) the amounts due
under the Senior Facility Agreement have then fallen due or have been declared
to be due and payable on acceleration or (ii) 179 days have elapsed from the
date on which the Lender or the Bond Trustee (as defined in the Additional
Notes Priority Deed) gave notice to the Senior Agent (as defined in the
Priority Deed) of the occurrence of the event of default entitling the
Additional Notes to be so accelerated or (iii) an order for the winding-up
administration, examination or dissolution of the Borrower has been made or any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver, examiner, administrator or similar officer
has been appointed in respect of the Borrower.  Repayment includes redemption and vice
versa and the words repay, redeem, repayable, redeemable, repaid and redeemed
shall be construed accordingly.  Senior Facility Agreement means the
agreement dated 12th September, 2002 between the Borrower, Deutsche
Bank AG London and Merrill Lynch International as arrangers, the parties
thereto as lenders and the other parties thereto in respect of 2,525,000,000
senior facilities, as amended by amendment letters dated 23rd
September, 2002, 11th October, 2002, 5th November, 2002
and 14th February, 2003.  2


1.2.Terms
defined in or whose interpretation is provided for in the Senior Facility
Agreement shall have the same meaning when used in this Agreement unless
separately defined or interpreted in this Agreement.  1.3.In
this Agreement, unless the contrary intention appears, a reference to:  (a)a
Clause is a reference to a clause of this Agreement;  (b)words
imparting the singular include the plural and vice versa; and  (c)a
Transaction Document or another document is a reference to that Transaction
Document or other document as amended.  1.4.Headings
and the index are for convenience of reference only and shall be ignored in the
interpretation of this Agreement.  2.Purpose  Each Advance may only be
used for the purposes described in clause 11.7(e)(ii) or (iii) of the Senior
Facility Agreement, or any other purpose which the Majority Lenders agree.  3.Advance  The Lender agrees that it
will, promptly on the same Business Day as the proceeds of the Additional Notes
are received by the Lender, make an advance to the Borrower in an aggregate amount
equal to the aggregate principal amount of such Additional Notes issued by the
Lender.  4.Premium  The Lender agrees that it
will, promptly on the same Business Day as the proceeds of the Additional Notes
are received by the Lender, pay to the Borrower a non-refundable premium in
respect of the Advance in an amount equal to the amount of any premium received
by the Lender for the issue of the Additional Notes.  For the avoidance of doubt, such premium
shall not constitute indebtedness of the Borrower.  5.Interest
and Other Amounts  5.1.Interest
will accrue on the outstanding principal amount of the Advance (or any portion
thereof) at a rate equal to the coupon payable on the Additional Notes in
accordance with the terms of the Additional Notes.  5.2.Interest
will be payable 5 Business Days prior to the date the corresponding interest on
the applicable Additional Notes (or the securities into which they convert) is
due under the terms of the Additional Notes (or the applicable instrument
pursuant to which the securities into which they convert is issued), together
with, in the case of the first payment of interest, accrued interest from 30th
September, 2002.  3


5.3.Interest
on any overdue amount of principal, interest or other sum will be payable (both
before and after judgement) on demand from time to time at the applicable rate
of interest hereunder for the Advance plus 1%.  5.4.The
Lender may at its discretion sanction a deferral of interest and/or waive
defaults by the Borrower in respect of the Advance.  In the case of such deferral, the payment
shall be deferred until such date as the Lender requires payment of any
deferred interest.  5.5.In
addition, the Borrower shall pay to the Lender (A) amounts equal to any
additional amounts payable under applicable gross-up provisions of the
Additional Notes; (B) amounts equal to default interest or liquidated damages
payments under the Additional Notes; (C) an amount equal to the amount of the
US registration costs and legal fees incurred in connection with the issue of
the Additional Notes and an amount equal to the amount of payments due under
any registration right agreement relating to the Additional Notes and (D) an
amount equal to any other payments but not exceeding (when aggregated with the
amounts paid under clause 4.5(D) of the Newco 1 Loan Agreement during such
period) 500,000 in any twelve month period.  6.Repayment  The Advance (together
with all interest accrued thereon, an amount equal to any premium due on the
Additional Notes and other amounts due or owing to the Lender in connection
with the Advance) shall be repayable by the Borrower on the date falling 5
Business Days before the Payment Date, in freely available, immediately
transferable funds.  7.Voluntary
Prepayment  The Borrower may, if
permitted by the Additional Notes Priority Deed, prepay the whole or any part
of the Advance borrowed by it (together with interest accrued thereon, an
amount equal to any premium due on the Additional Notes and any other amounts
due or owing to the Lender at such time) at any time provided an equivalent
amount is prepaid in respect of the Additional Notes, within five Business Days
of such prepayment.  8.Payments  8.1.Unless
required by law and unless the Borrower and the Lender agree otherwise, all
payments made by the Borrower hereunder shall be made free and clear of and
without any deduction for or on account of any tax, set-off or counterclaim,
and, to the extent any tax deduction is required by law, the amount of the
payment due from the Borrower shall be increased to an amount which leaves the
Lender with an amount equal to the payment which would have been due if no such
deduction had been required.  8.2.The
Borrower shall pay or reimburse any stamp duty, stamp duty reserve tax or other
duties or taxes payable in connection with the execution, constitution and original
issue, completion and initial delivery of this Agreement.  4


9.Priority
Deed  9.1.Until
the Senior Discharge Date (as defined in the Priority Deed), all payments
hereunder shall be subject to the provisions of the Priority Deed and the
Additional Notes Priority Deed.  9.2.Notwithstanding
any other term of this Agreement no payment shall be made by the Borrower and
the Lender shall take no action to recover any payment otherwise due under this
agreement while such payment or action is not permitted by the Priority Deed
and the Additional Notes Priority Deed.  9.3.The
Senior Creditors (as defined in the Priority Deed) may rely on this Clause 9.  10.General  10.1.This
agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any party may enter
this agreement by executing a counterpart.  10.2.This
Agreement shall be governed by and construed in accordance with English law.  10.3.Any
dispute arising under or in connection with this Agreement shall be settled by
the courts of England.  10.4.Except as
provided for in the Additional Notes, the rights, title, interest, benefit and
obligations of the Lender under this Agreement are not capable of assignment,
sale or other disposal (whether in whole or in part, by way of security or
otherwise), nor are they capable of being the subject of any Security Interest
or encumbrance (and any attempt by the Lender to do so shall be of no effect).  The foregoing sentence does not, for the
avoidance of doubt, apply to the Lenders rights, title, interest and benefit
in and to any proceeds arising hereunder. 
The Borrower may not assign or transfer rights or any of its obligations
hereunder.  10.5.The Lender
and the Borrower may not, without the prior written consent of the Bond Trustee
(as defined in the Additional Notes Priority Deed) and the holders of the
Additional Notes, amend or agree to amend this Agreement.  10.6.The
Borrower hereby waives and agrees not to assert any claim that it may now or
hereafter have that the rates of interest specified herein are usurious or in
breach of any similar applicable law.  10.7.Each of
the Bond Trustee (as defined in the Additional Notes Priority Deed) and the
holders of the Additional Notes shall have the benefit of and shall be entitled
to enforce the provisions contained in Clauses 7, 10.4, 10.5 and 10.6 of this
Agreement.  5


AS WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.  6


LenderMDP
  ACQUISITIONS PLCBy:/s/ GARY W. MCGANN/s/ IAN J. CURLEYBorrowerMDCP
  ACQUISITIONS IBy:/s/ GARY W. MCGANN/s/ IAN J. CURLEY  7