Exhibit 2.2  EXECUTION
COPY 
  JSG FUNDING PLC  as Issuer  and  DEUTSCHE BANK TRUST COMPANY AMERICAS  as Trustee, Registrar and Paying Agent,  and  DEUTSCHE BANK LUXEMBOURG S.A.  As Paying Agent and Transfer Agent  
   DOLLAR INDENTURE   Dated as of January 31, 2005   
  7.75% Senior Subordinated Notes due 2015


TABLE OF
CONTENTS   ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCESECTION 1.1   DefinitionsSECTION 1.2   Incorporation by Reference of TIASECTION 1.3   Rules of ConstructionARTICLE II THE NOTESSECTION 2.1   Form and DatingSECTION 2.2   Execution and AuthenticationSECTION 2.3   Registrar and Paying AgentSECTION 2.4   Paying Agent To Hold Assets in TrustSECTION 2.5   List of HoldersSECTION 2.6   Book-Entry Provisions for Global NotesSECTION 2.7   Registration of Transfer and ExchangeSECTION 2.8   Replacement NotesSECTION 2.9   Outstanding NotesSECTION 2.10   Treasury NotesSECTION 2.11   Temporary NotesSECTION 2.12   CancellationSECTION 2.13   Defaulted InterestSECTION 2.14   CUSIP, ISIN and Common Code NumbersSECTION 2.15   Deposit of MoneysSECTION 2.16   Certain Matters Relating to Global NotesSECTION 2.17   InterestARTICLE III REDEMPTIONSECTION 3.1   Optional RedemptionSECTION 3.2   Notices to TrusteeSECTION 3.3   Selection of Notes to Be RedeemedSECTION 3.4   Notice of RedemptionSECTION 3.5   Effect of Notice of RedemptionSECTION 3.6   Deposit of Redemption PriceSECTION 3.7   Notes Redeemed in PartARTICLE IV COVENANTSSECTION 4.1   Payment of NotesSECTION 4.2   Maintenance of Office or AgencySECTION 4.3   Limitation on IndebtednessSECTION 4.4   Limitation on Restricted PaymentsSECTION 4.5   Corporate ExistenceSECTION 4.6   Payment of Taxes and Other ClaimsSECTION 4.7   Maintenance of Properties and InsuranceSECTION 4.8   Limitation on LayeringSECTION 4.9   Compliance with Laws  i


SECTION 4.10   Limitation on LiensSECTION 4.11   Waiver of Stay; Extension or Usury LawsSECTION 4.12   Limitation on Sale/Leaseback TransactionsSECTION 4.13   Limitation on Restrictions on Distributions from Restricted
  SubsidiariesSECTION 4.14   Limitation on Asset SalesSECTION 4.15   Limitation on Affiliate TransactionsSECTION 4.16   Limitation on Sale, Prepayment or Modification of the Intercompany
  Loan Agreement and the Priority
  AgreementSECTION 4.17   ReportsSECTION 4.18   Limitation on Lines of BusinessSECTION 4.19   Change of ControlSECTION 4.20   Additional AmountsSECTION 4.21   Payment of Non-Income Taxes and Similar ChargesSECTION 4.22   Compliance Certificate; Notice of DefaultSECTION 4.23   Limitation on Designation of Unrestricted SubsidiariesSECTION 4.24   Limitation on Investment Company ActivitiesSECTION 4.25   Further Instruments and ActsARTICLE V SUCCESSOR CORPORATIONSECTION 5.1   Consolidation, Merger, and Sale of AssetsSECTION 5.2   Successor Corporation SubstitutedARTICLE VI DEFAULT AND REMEDIESSECTION 6.1   Events of DefaultSECTION 6.2   AccelerationSECTION 6.3   Other RemediesSECTION 6.4   The Trustee May Enforce Claims Without Possession of SecuritiesSECTION 6.5   Rights and Remedies CumulativeSECTION 6.6   Delay or Omission Not WaiverSECTION 6.7   Waiver of Past DefaultsSECTION 6.8   Control by MajoritySECTION 6.9   Limitation on SuitsSECTION 6.10   Rights of Holders to Receive PaymentSECTION 6.11   Collection Suit by TrusteeSECTION 6.12   Trustee May File Proofs of ClaimSECTION 6.13   PrioritiesSECTION 6.14   Restoration of Rights and RemediesSECTION 6.15   Undertaking for CostsSECTION 6.16   Additional PaymentsARTICLE VII TRUSTEESECTION 7.1   Duties of TrusteeSECTION 7.2   Rights of TrusteeSECTION 7.3   Individual Rights of TrusteeSECTION 7.4   Trustees DisclaimerSECTION 7.5   Notice of Default  ii


SECTION 7.6   Report by Trustee to HoldersSECTION 7.7   Compensation and IndemnitySECTION 7.8   Replacement of TrusteeSECTION 7.9   Successor Trustee by Merger, etc.SECTION 7.10   Corporate Trustee Required; EligibilitySECTION 7.11   Disqualification; Conflicting Interests.SECTION 7.12   Preferential Collection of Claims Against Company.SECTION 7.13   Force MajeureARTICLE VIII SATISFACTION AND DISCHARGE OF INDENTURESECTION 8.1   Option to Effect Legal Defeasance or Covenant DefeasanceSECTION 8.2   Legal Defeasance and DischargeSECTION 8.3   Covenant DefeasanceSECTION 8.4   Conditions to Legal or Covenant DefeasanceSECTION 8.5   Satisfaction and Discharge of IndentureSECTION 8.6   Survival of Certain ObligationsSECTION 8.7   Acknowledgment of Discharge by TrusteeSECTION 8.8   Application of Trust MoneysSECTION 8.9   Repayment to the Company; Unclaimed MoneySECTION 8.10   ReinstatementARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERSSECTION 9.1   Without Consent of Holders of NotesSECTION 9.2   With Consent of Holders of NotesSECTION 9.3   Compliance with TIASECTION 9.4   Revocation and Effect of ConsentsSECTION 9.5   Notation on or Exchange of NotesSECTION 9.6   Trustee to Sign Amendments, etc.ARTICLE X SUBORDINATIONSECTION 10.1   Agreement To SubordinateSECTION 10.2   Liquidation, Dissolution, BankruptcySECTION 10.3   Default on Senior Debt and/or Designated Senior DebtSECTION 10.4   Acceleration of NotesSECTION 10.5   When Distribution Must Be Paid OverSECTION 10.6   Notice by CompanySECTION 10.7   SubrogationSECTION 10.8   Relative RightsSECTION 10.9   Subordination May Not Be Impaired by CompanySECTION 10.10   Distribution or Notice to RepresentativeSECTION 10.11   Rights of Trustee and Paying AgentSECTION 10.12   Authorization to Effect SubordinationSECTION 10.13   Article Applicable to Paying AgentsSECTION 10.14   Senior Debt Entitled to RelySECTION 10.15   Permitted PaymentsSECTION 10.16   No Waiver of Subordination Provisions  iii


ARTICLE XI MISCELLANEOUSSECTION 11.1   TIA ControlsSECTION 11.2   NoticesSECTION 11.3   Communications by Holders with Other HoldersSECTION 11.4   Certificate and Opinion as to Conditions PrecedentSECTION 11.5   Statements Required in Certificate or OpinionSECTION 11.6   Rules by Trustee, Paying Agent, RegistrarSECTION 11.7   Legal HolidaysSECTION 11.8   Governing LawSECTION 11.9   Submission to Jurisdiction; Appointment of Agent for ServiceSECTION 11.10   No Adverse Interpretation of Other AgreementsSECTION 11.11   No Personal Liability of Directors, Officers, Employees,
  Incorporators or StockholdersSECTION 11.12   Currency IndemnitySECTION 11.13   Currency CalculationSECTION 11.14   InformationSECTION 11.15   SuccessorsSECTION 11.16   Counterpart OriginalsSECTION 11.17   SeverabilitySECTION 11.18   Table of Contents, Headings, etc.EXHIBITSExhibit A
  -
  Form of
  Initial Global NoteExhibit B
  -
  Form of
  Initial Definitive NoteExhibit C
  -
  Form of
  Exchange Global NoteExhibit D
  -
  Form
  of Exchange Definitive NoteExhibit E
  -
  Form of
  Transfer Certificate for Transfer from Rule 144A Global Note to
  Regulation S Global NoteExhibit F
  -
  Form of
  Transfer Certificate for Transfer from Regulation S Global Note to Rule 144A
  Global Note  NOTE:
This Table of Contents shall not, for any purpose, be deemed to be part of this
Indenture.  iv


CROSS-REFERENCE TABLE  TIA
  Section
  
  Indenture
  Section310
  (a)(1)
  
  7.10(a)(2)
  
  7.10(a)(3)
  
  NA(a)(4)
  
  NA(a)(5)
  
  7.8; 7.11(b)
  
  7.8; 7.11(c)
  
  NA311
  (a)
  
  7.12(b)
  
  7.12(c)
  
  NA312
  (a)
  
  2.5(b)
  
  11.3(c)
  
  11.3313
  (a)
  
  7.6(b)(1)
  
  11.3(b)(2)
  
  7.6(c)
  
  7.6; 11.2(d)
  
  7.6314
  (a)
  
  4.17; 4.23;11.2; 11.4(b)
  
  11.2(c)(1)
  
  7.2; 11.4(c)(2)
  
  7.2; 11.4(c)(3)
  
  NA(d)
  
  11.3;11.4; 11.5(e)
  
  11.5(f)
  
  NA315
  (a)
  
  7.1(c)(b)
  
  7.5; 11.2(c)
  
  7.1(a)(d)
  
  6.8; 7.1(c)(e)
  
  6.15316
  (a)(last sentence)
  
  2.9(a)(1)(A)
  
  6.8(a)(1)(B)
  
  6.7(a)(2)
  
  NA(b)
  
  6.10317
  (a)(1)
  
  6.10(a)(2)
  
  6.12(b)
  
  2.4318
  (a)
  
  2.4(c)
  
  11.1  
 NA
means Not Applicable.
NOTE:  This Cross-Reference Table shall
not, for any purpose, be deemed to be a part of this Indenture.  i


DOLLAR INDENTURE, dated as of January 31, 2005,
among (i) JSG Funding plc, a public limited company incorporated under the
laws of Ireland and having its registered office at Beech Hill, Clonskeagh,
Dublin 4, Ireland (the Company), (ii) Deutsche Bank Trust Company
Americas, a banking corporation organized under the laws of the State of New
York, as Trustee, Registrar and Paying Agent, and (iii) Deutsche Bank
Luxembourg S.A. as Paying Agent and transfer agent.  The Company has duly authorized the creation and
issuance of its (i) 7.75% Senior Subordinated Notes due 2015 issued on the
date hereof (the Original Notes), (ii) 7.75% Senior Subordinated Notes
due 2015 that may be issued on any Issue Date (the Additional Notes, and
together with the Original Notes, the Initial Notes); and (iii) 7.75%
Senior Subordinated Notes due 2015 to be issued in exchange for Initial Notes
pursuant to a Registration Rights Agreement (the Exchange Notes and, together
with the Initial Notes, the Notes); and, to provide therefor, the Company has
duly authorized the execution and delivery of this Indenture.  The aggregate principal amount of Notes that
shall be initially issued on the date hereof equals $200,000,000.  Each party hereto agrees as follows for the benefit
of the other parties and for the equal and ratable benefit of the Holders of
the Notes:  ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE  SECTION 1.1 
Definitions.  For purposes of this
Indenture, unless otherwise specifically indicated herein, the term consolidated
with respect to any Person refers to such Person consolidated with its
Restricted Subsidiaries, and excludes from such consolidation any Unrestricted
Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such
Person.  In addition, for purposes of the
following definitions and this Indenture generally, all ratios and computations
based on GAAP shall be made in accordance with GAAP and shall be based upon the
consolidated financial statements of the Company and its subsidiaries prepared
in conformity with GAAP.  As used in this
Indenture, the following terms shall have the following meanings:  Acquired Debt means, with respect to any specified
Person:  (1) Indebtedness of any
other Person existing at the time such other Person is merged with or into or
became a Subsidiary of such specified Person, whether or not such Indebtedness
is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.  Additional Amounts shall have the meaning set
forth in Section 4.20(b).  Additional Notes shall have the meaning set forth
in the preamble to this Indenture.  Affiliate of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, control, as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10%
or more of the Voting Stock of a Person shall be deemed to be control. For
purposes of this definition, the terms controlling, controlled by and under
common control with shall have correlative meanings.


Affiliate Transaction shall have the meaning set
forth in Section 4.15(a).  Agent means any Registrar, Paying Agent,
Authenticating Agent or co-Registrar.  Agent Members shall have the meaning set forth in Section 2.16(a).  Asset Sale means (1) the direct or indirect
sale, lease, conveyance or other disposition or series of related sales,
leases, conveyances or other dispositions that are part of a common plan, of
any assets or rights, other than sales of inventory in the ordinary course of
business; provided that the sale,
conveyance or other disposition of all or substantially all of the assets of
the Company and its Restricted Subsidiaries taken as a whole will be governed
by the provisions of this Indenture set forth in Section 4.19 hereof
and/or the provisions described in Article V hereof and not by the
provisions of the Section 4.14 hereof; and (2) the issuance of Equity
Interests by any of the Companys Restricted Subsidiaries or the sale of Equity
Interests in any of the Companys Subsidiaries (other than directors
qualifying shares).  Notwithstanding the preceding, the following items
shall not be deemed to be Asset Sales:  (1)any single transaction or series of related
transactions that involves assets having a fair market value of less than
10.0 million;  (2)a transfer of assets between or among the
Company and its Restricted Subsidiaries;  (3)an issuance of Equity Interests by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary;  (4)the sale, license or lease of equipment,
inventory, accounts receivable or other assets in the ordinary course of
business;  (5)the sale or other disposition of cash or Cash
Equivalents or Marketable Securities in the ordinary course of business;  (6)sales of accounts receivables and related
assets of the type specified in the definition of Qualified Receivables
Transaction to or by a Receivables Subsidiary for the fair market value
thereof including cash or Cash Equivalents or Marketable Securities in an
amount at least equal to 75% of the fair market value thereof as determined in
accordance with GAAP;  (7)a Restricted Payment or Permitted Investment
that is permitted by the provisions of Section 4.4 hereof; and  (8)an Asset Swap effected in compliance with the
provisions of Section 4.14.  Asset Sale Offer shall have the meaning set forth
in Section 4.14(c).  Asset Sale Offer Amount shall have the meaning set
forth in Section 4.14(d).  Asset Sale Offer Period shall have the meaning set
forth in Section 4.14(d).  Asset Sale Purchase Date shall have the meaning
set forth in Section 4.14(d).  2


Asset Swap means the concurrent purchase and sale
or exchange of Permitted Business Assets between the Company or any of its
Restricted Subsidiaries and another Person that involves assets having a fair
market value of at least 10.0 million; provided
that any cash received must be applied in accordance with Section 4.14
hereof.  Attributable Debt in respect of a sale and
leaseback transaction means, at the time of determination, the present value of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction including any
period for which such lease has been extended or may, at the option of the
lessor, be extended. Such present value shall be calculated using a discount
rate equal to the rate of interest implicit in such transaction, determined in
accordance with GAAP.  Authenticating Agent shall have the meaning set
forth in Section 2.2.  Bankruptcy Law means (i) for purposes of the
Company, any bankruptcy, insolvency or other similar statute (including,
without limitation, the relevant provisions of the Irish Companies Act 1963-2001
and the court protection and other provisions of the Companies (Amendment) Act,
1990 (as amended) of Ireland,and
any similar statute), regulation or provision of any jurisdiction in which the
Company is organized or conducting business and (ii) for purposes of the
Trustee and the Holders, Title 11, U.S. Code or any similar United States
Federal, state or foreign law for the relief of creditors.  Beneficial Owner has the meaning assigned to such
term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular person
(as that term is used in Section 13(d)(3) of the Exchange Act), such person
shall be deemed to have beneficial ownership of all securities that such person
has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition. The terms Beneficially Owns and Beneficially
Owned shall have a corresponding meaning.  Board of Directors means: (1) with respect to
a corporation, the board of directors of the corporation;  (2) with respect to a partnership, the
board of directors of the general partner of the partnership; and (3) with
respect to any other Person, the board or committee of such Person serving a
similar function.  Board Resolution means a duly authorized
resolution of the Board of Directors certified by an Officer and delivered to
the Trustee.  Book-Entry Depositary means Deutsche Bank Trust
Company Americas, acting as the book-entry depositary pursuant to the Deposit
Agreement, until a successor book-entry depositary shall have been appointed
pursuant to the Deposit Agreement; thereafter, the term Book-Entry Depositary
shall mean such successor book-entry depositary.  Book-Entry Interests shall have the meaning set
forth in Section 2.1.  Business Day means a day other than a Saturday,
Sunday or other day on which commercial banking institutions are authorized or
required by law to close in New York City, Dublin or London.  3


Capital Lease Obligation means, at the time any
determination thereof is to be made, the amount of the liability in respect of
a capital lease that would at that time be required to be capitalized on a
balance sheet in accordance with GAAP.  Capital Stock means:  (1)in the case of a corporation, corporate
stock;  (2)in the case of a company, shares of such
company;  (3)in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;  (4)in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and  (5)any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person;  provided that debt securities convertible into interests specified in (1) through
(5) above shall not be deemed Capital Stock.  Cash Equivalents means:  (1)euros, United States dollars or any other
currency that may be borrowed under the Senior Credit Agreement;  (2)securities issued or directly and fully
guaranteed or insured by the United States government or a member state of the
European Union on the date of this Indenture or any agency or instrumentality
of either thereof (provided that the full faith and credit of the United States
or such member state, as the case may be, is pledged in support thereof) having
maturities of not more than one year from the date of acquisition;  (3)certificates of deposit, overnight deposits
and eurodollar time deposits with maturities of one year or less from the date
of acquisition, bankers acceptances with maturities not exceeding twelve
months and overnight bank deposits, in each case, with any lender party to the
Senior Credit Agreement or with any commercial bank having capital and surplus
in excess of 500.0 million and a Fitch, Inc. Watch Rating of B or
better;  (4)repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution
meeting the qualifications specified in clause (3) above;  (5)commercial paper having a rating at the time
of the investment of at least P-1 from Moodys Investors Service, Inc.
or A-1 from Standard & Poors Rating Services or, if no rating
is available in respect of the commercial paper, the issuer of which has, in
respect of its long-term debt obligations, an equivalent rating and in each
case maturing within twelve months after the date of acquisition; and  4


(6)money market funds at least 95% of the assets
of which constitute Cash Equivalents of the kinds described in clauses (1) through
(5) of this definition.  Change in Tax Law shall have the meaning set forth
in Paragraph 9 of any Initial Note and Paragraph 8 of any Exchange Note.  Change of Control means the occurrence of any of
the following:  (1)the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger, consolidation or
transfer of the Company Voting Stock), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Restricted Subsidiaries taken as a whole to any person (as
that term is used in Section 13(d)(3) of the Exchange Act) other than
to a Principal or a Related Party of a Principal;  (2)the adoption of a plan relating to the
liquidation or dissolution of the Company;  (3)the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any person (as defined above) other than the Principals and
their Related Parties or a Permitted Group, becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company,
measured by voting power rather than number of shares; or  (4)the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.  Change of Control Offer shall have the meaning set
forth in Section 4.19(a).  Change of Control Payment shall have the meaning
set forth in Section 4.19(a).  Change of Control Payment Date shall have the
meaning set forth in Section 4.19(a).  Clearing Agency means The Depository Trust
Company, or the successor thereof, acting directly, or through a custodian,
nominee or depository, as registered Holder of Book-Entry Interests
representing the Global Notes.  Closing Date means the date of this Indenture.  Code means the United States Internal Revenue Code
of 1986, as amended.  Company means the party named as such in this
Indenture until a successor replaces it pursuant to this Indenture and
thereafter means such successor.  Company Order means a written order or request
signed in the name of the Company by (i) two Officers of the Company,
one of whom must be the Chief Executive Officer, the President, the Chief
Financial Officer or the Finance Director of the Company or any other Officer
so authorized or (ii) two members of the Board of Directors of the
Company, and delivered to the Trustee.  5


Consolidated Cash Flow means, with respect to any
specified Person for any period, the Consolidated Net Income of such Person for
such period plus (to the extent deducted in calculating Consolidated Net
Income):  (1)provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was deducted in computing such
Consolidated Net Income; plus  (2)consolidated interest expense of such Person
and its Restricted Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest
with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letters of credit or bankers acceptance
financings, interest paid under a guarantee of Indebtedness, Specified
Dividends, Specified Employee Plan Contributions, and net of the effect of all
payments made or received pursuant to Hedging Obligations), to the extent that
any such expense or dividend was deducted in computing such Consolidated Net
Income; plus  (3)depletion, depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash items, including, without limitation, all non-cash charges
arising from adjustments to the method of calculating pension liabilities
(including relevant investment assumptions) which the Person is required by law
to use (excluding any non-cash expense to the extent that it represents an
accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation,
amortization and other non-cash items were deducted in computing such
Consolidated Net Income; plus  (4)to the extent not already eliminated, all
items classified, in accordance with GAAP, as (i) extraordinary, (ii) exceptional
or (iii) unusual and nonrecurring losses or charges (including, without
limitation, severance, relocation and other restructuring costs); minus  (5)to the extent not already eliminated, all
items classified, in accordance with GAAP, as (i) extraordinary, (ii) exceptional
or (iii) unusual or nonrecurring gains; minus  (6)non-cash items increasing such Consolidated
Net Income for such period, other than the accrual of revenue in the ordinary
course of business and non-cash items increasing Consolidated Net Income to the
extent that it represents the reversal of an accrual or reserve for cash
expenses, in each case, on a consolidated basis and determined in accordance
with GAAP.  Notwithstanding
the preceding sentence, clauses (1) and (3) through (6) relating
to amounts of a Restricted Subsidiary of a Person will be added to (or
subtracted from) Consolidated Net Income to compute Consolidated Cash Flow of
such Person only to the extent (and in the same proportion) that the net income
(loss) of such Restricted Subsidiary was included in calculating the Consolidated
Net  6


Income
of such Person and only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of
its charter and all agreements (other than restrictions with respect to the
Senior Credit Agreement and related agreements), instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable
to that Restricted Subsidiary or its stockholders.  Consolidated Net Income means, with respect to any
specified Person for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; provided
that:  (1)the Net Income (if positive) of any Person
that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the specified Person or a Wholly
Owned Restricted Subsidiary thereof;  (2)the Net Income, if negative, of any Person
that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be excluded;  (3)the Net Income of any Restricted Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental approval
(that has not been obtained), or, directly or indirectly, by operation of the
terms of its charter or any agreement (other than restrictions in the Senior
Credit Agreement and related agreements), instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or
its stockholders (except to the extent of the amount of dividends or
distributions that have actually been paid in the calculation period);  (4)the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded;  (5)the cumulative effect of a change in
accounting principles shall be excluded; and  (6)for purposes of calculating Consolidated Cash
Flow to determine the Fixed Charge Coverage Ratio, the Net Income of any Person
and its Restricted Subsidiaries shall be calculated without deducting the
income attributable to, or adding the losses attributable to, equity minority
interests.  Continuing Directors means, as of any date of
determination, any member of the Board of Directors of the Company who: (1) was
a member of such Board of Directors on the date of this Indenture; or (2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election.  Corporate Trust Office means the address of the
Trustee specified in Section 11.2, or such other address as to which the
Trustee may, from time to time, give written notice to the Company.  Covenant Defeasance shall have the meaning set
forth in Section 8.3.  7


Credit Facilities means one or more debt
facilities or indentures (including, without limitation, under the Senior
Credit Agreement) or commercial paper facilities, in each case with banks or
other institutional lenders providing for loans or other extensions of credit,
including revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables), working capital
loans, swing lines, ancillary facilities, advances or letters of credit, notes
or debentures in each case, as amended, restated, modified, renewed, refunded,
replaced, restructured or refinanced in whole or in part from time to time.  Custodian means any receiver, trustee, assignee,
liquidator, examiner, administrator, sequestration or similar official under
any Bankruptcy Law.  Default means any event that is, or with the
passage of time or the giving of notice or both would be, an Event of Default.  Default Interest Payment Date shall have the
meaning set forth in Section 2.13.  Definitive Notes means Notes in definitive
registered form substantially in the form of Exhibits B and D hereto.  Deposit Agreement means the Deposit and Custody
Agreement dated the date hereof among the Company, the Book-Entry Depositary
and the custodian therefor in relation to the Notes.  Designated Noncash Consideration means any
non-cash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is designated as Designated
Noncash Consideration pursuant to an Officers Certificate executed by the
principal executive officer and the principal financial officer of the Company
or such Restricted Subsidiary. Such Officers Certificate shall state the basis
of such valuation, which shall be a report of an internationally recognized
investment banking firm in the case of the receipt in one or a series of
related transactions of Designated Noncash Consideration with a fair market
value in excess of 25.0 million. A particular item of Designated Noncash
Consideration shall no longer be considered to be outstanding when it has been
sold for cash or redeemed or paid in full in the case of non-cash consideration
in the form of promissory notes or equity.  Designated Senior Debt means (i) the Senior
Notes and (2) any other Senior Debt of the Company which, at the date of
determination, has an aggregate principal amount outstanding of, or under
which, at the date of determination, the holders thereof are committed to lend
up to, at least $100.0 million and is specifically designated in the instrument
evidencing or governing such Senior Debt as Designated Senior Debt for
purposes of this Indenture.  Directive means the European Union Directive
2003/48/EC reporting taxation of savings income.  Disqualified Stock means any Capital Stock that,
by its terms (or by the terms of any security into which it is convertible, or
for which it is exchangeable, in each case at the option of the holder
thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock which is convertible or exchangeable solely at the option of the
Company or a Restricted Subsidiary) or is redeemable at the option of the
holder thereof, in  8


whole
or in part, in each case on or prior to the date that is either (A) 91 days
after the date on which the Notes mature or on which there are no Notes
outstanding or (B) the day immediately following the last day on which
payment of any Note may be set aside as a preferential payment under applicable
law. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of
a change of control or an asset sale shall not constitute Disqualified Stock if
the terms of such Capital Stock provide that the Company may not repurchase or
redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with Section 4.4 and with Section 4.19
or 4.14.  DTC means The Depository Trust Company.  Equity Interests means Capital Stock and all
warrants, options or other rights to acquire Capital Stock (but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock).  Euro Indenture means the indenture, dated January 31,
2005, pursuant to which the Euro Notes were issued.  Euro Notes means the 217,500,000 aggregate
principal amount of 7.75% Senior Subordinated Notes due 2015 of the Company
issued pursuant to the Euro Indenture.  Event of Default shall have the meaning set forth
in Section 6.1.  Excess Proceeds shall have the meaning set forth
in Section 4.14(c).  Exchange Act means the United States Securities
Exchange Act of 1934, as amended, or any similar federal statute then in
effect, and a reference to a particular section thereof shall be deemed to
include a reference to the comparable section, if any, of any such similar
federal statute.  Exchange Global Notes means one or more Global
Notes that do not and are not required to bear the Private Placement Legend.  Exchange Note or Exchange Notes have the meaning
provided in the preamble to this Indenture.  Exchange Offer means an offer by the Company,
pursuant to the Registration Rights Agreement, to Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for their Initial Notes, a like
aggregate principal amount of Exchange Notes registered under the Securities
Act.  Excluded Contributions means, except as expressly
set forth herein, the net cash proceeds received by the Company after the date
of this Indenture from (a) contributions to its common equity capital and (b) the
sale (other than to a Subsidiary of the Company or to any management equity
plan or stock option plan or any other management or employee ownership plan or
similar trust established by the Company or any of its Subsidiaries for the
benefit of its or their employees or other Person to the extent such sale is
financed by loans to such person from or guaranteed by the Company or any
Restricted Subsidiary unless such loans have been repaid with cash on or prior
to the date of determination) of Capital Stock (other than Disqualified Stock)
of the Company, in each  9


case
that is designated within 60 days of the receipt of such net cash proceeds
as an Excluded Contribution pursuant to an Officers Certificate.  Existing Foreign Subsidiary Indebtedness means
Indebtedness of a Restricted Subsidiary that is organized outside Ireland under
borrowing extended prior to the date hereof to any such Restricted Subsidiary
by Persons other than the Company or any of its Restricted Subsidiaries.  Existing Indebtedness means Indebtedness of the
Company and its Subsidiaries (other than Indebtedness under the Senior Credit
Agreement) in existence on the date hereof, including the Senior Notes, until
such amounts are repaid.  Existing Notes means (i) the $234,000,000
6.75% Notes due 2005 issued by Smurfit Capital Funding plc and guaranteed by
JSG, (ii) the $292,300,000 7.50% Debentures due 2025 issued by Smurfit
Capital Funding plc and guaranteed by JSG, (iii) the $545,000,000 95/8%
Senior Notes due 2012 issued by the Company and guaranteed by JSG Acquisitions,
(iv) the $205,000,000 95/8% Senior Notes due 2012
issued by the Company and guaranteed by JSG Acquisitions, (v) the
350,000,000 101/8% Senior Notes due 2012 issued by the
Company and guaranteed by JSG Acquisitions and (vi) the Remaining 15.5%
Subordinated Notes.  Fixed Charges means, with respect to any specified
Person for any period, the sum, without duplication, of consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments (other than Specified PIK Interest), the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred
in respect of letter of credit or bankers acceptance financings, interest paid
under a guarantee of Indebtedness, and net of the effect of all payments made
or received pursuant to Hedging Obligations) and Specified Dividends and
Specified Employee Plan Contributions (excluding amortization of debt issuance
costs associated with the JSG Acquisition).  Fixed Charge Coverage Ratio means with respect to
any specified Person for any period, the ratio of the Consolidated Cash Flow of
such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Restricted Subsidiaries for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other
than ordinary working capital borrowing) or issues, repurchases or redeems
Disqualified Stock or a Subsidiarys Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the Calculation Date),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of Disqualified Stock or Preferred
Stock, and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period. For purposes of this
definition, the amount of Indebtedness under any revolving credit facility
outstanding on the Calculation Date will be computed based on (i) the
average daily balance of such Indebtedness during the applicable four-quarter
period or such shorter period for which such facility was outstanding or (ii) if
such facility was created after the end of such four fiscal quarters, the
average daily balance of such Indebtedness during the period from the date of
creation of such facility to the Calculation Date; provided that in  10


the
case of a repayment, repurchase or redemption of Indebtedness incurred under
any revolving credit facility, pro forma
effect shall be given thereto only if and to the extent that such Indebtedness
has been permanently repaid and the related commitment terminated. If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on
such Indebtedness will be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Hedging Obligations and Other Hedging Agreements applicable to such
Indebtedness if such Hedging Obligation has a remaining term in excess of
12 months).  In addition, for purposes of calculating the Fixed
Charge Coverage Ratio:  (1)acquisitions that have been made by the
specified Person or any of its Restricted Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date shall be given pro forma effect as if they
had occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated on a pro
forma basis in accordance with Regulation S-X under the Securities Act and
including those cost savings that management reasonably expects to realize
within six months of the consummation of the acquisition, but without giving
effect to clause (4) of the proviso set forth in the definition of
Consolidated Net Income;  (2)the Consolidated Cash Flow attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded; and
the Consolidated Cash Flow (if positive or negative) directly attributable to
assets that are the subject of an Asset Sale made during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date will be excluded; and  (3)the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.  GAAP means generally accepted accounting
principles in Ireland as in effect as of the date of this Indenture; provided, however, that all reports and
other financial information provided by the Company to the Holders, the
Trustees and/or the SEC shall be prepared in accordance with GAAP as in effect
on the date of such report or other financial information. All ratios and
computations based on GAAP contained in this Indenture will be computed in conformity
with GAAP.  Global Note shall mean one or more Regulation S
Global Notes, Rule 144A Global Notes or Exchange Global Notes.  Guarantee means a guarantee, contingent or
otherwise, of all or any part of any Indebtedness (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof.  11


Hedging Obligations means, with respect to any
specified Person, the obligations of such Person under: (1) interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements; and (2) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates.  Holder means (i) for so long as the Notes are
represented by the Global Notes, the bearer thereof which shall initially be
the Book-Entry Depositary and (ii) in the event that Definitive Notes are
issued, the Person in whose name a Note is registered on the Registrars books.  Indebtedness means, with respect to any specified
Person, any indebtedness of such Person, whether or not contingent, in respect
of:  (1)borrowed money;  (2)evidenced by bonds, notes, debentures or
similar instruments or letters of credit (or reimbursement agreements in
respect thereof);  (3)bankers acceptances, letters of credit and
similar instruments;  (4)representing Capital Lease Obligations and Attributable
Debt;  (5)the deferred balance of the purchase price of
any property which remains unpaid, except any such balance that constitutes an
operating lease payment, accrued expense, trade payable or similar current
liability;  (6)all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Subsidiary, any Preferred Stock (but excluding, in each
case, any accrued dividends); or  (7)any Hedging Obligations or Other Hedging
Agreements,  if
and to the extent any of the preceding items (other than letters of credit,
Hedging Obligations and Other Hedging Agreements) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term Indebtedness includes
all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person.  The amount of any Indebtedness outstanding as of any
date shall be:  (1)the accreted value thereof, in the case of
any Indebtedness issued with original issue discount; and  (2)the principal amount thereof in the case of
any other Indebtedness.  In addition, Indebtedness of any Person shall
include Indebtedness described in the preceding paragraph that would not appear
as a liability on the balance sheet of such Person if:  (1)such Indebtedness is the obligation of a
partnership or joint venture that is not a Restricted Subsidiary (a Joint
Venture);  12


(2)such Person or a Restricted Subsidiary of
such Person is a general partner of the Joint Venture (a General Partner);
and  (3)there is recourse, by contract or operation
of law, with respect to the payment of such Indebtedness to property or assets
of such Person or a Restricted Subsidiary of such Person; and then such
Indebtedness shall be included in an amount not to exceed:  (a)the lesser of (i) the net assets of the
General Partner and (ii) the amount of such obligations to the extent that
there is recourse, by contract or operation of law, to the property or assets
of such Person or a Restricted Subsidiary of such Person; or  (b)if less than the amount determined pursuant
to clause (i) immediately above, the actual amount of such
Indebtedness that is recourse to such Person or a Restricted Subsidiary of such
Person, if the Indebtedness is evidenced by a writing and is for a determinable
amount and the related interest expense shall be included in consolidated
interest expense to the extent actually paid by the Company or its Restricted
Subsidiaries.  Indenture means this Dollar Indenture, as amended,
modified or supplemented from time to time in accordance with the terms hereof.  Initial Global Notes means the Regulation S
Global Note and the Rule 144A Global Note.  Initial Notes shall have the meaning set forth in
the preamble to this Indenture.  Initial Purchasers means the several initial
purchasers named as such in Schedule I to the Purchase Agreement, dated as
of January 12, 2005, among the Company and such initial purchasers.  Intercompany Loan Agreement means that agreement,
dated as of January 31, 2005, as amended, modified or supplemented from
time to time, between the Company and JSG Acquisitions, providing for a loan
from the Company to JSG Acquisitions in the amount of the gross proceeds of the
offering of the Notes.  Investments means, with respect to any Person, all
direct or indirect investments by such Person in other Persons (including
Affiliates) in the forms of loans (including Guarantees or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with
GAAP.  If the Company or any Subsidiary
of the Company sells or otherwise disposes of any Equity Interests of any
direct or indirect Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.4(c). The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third
Person shall be deemed to be an Investment by the Company or such Subsidiary in
such third Person in an amount equal to the fair market value of the Investment
held by the acquired Person in such third Person in an amount determined as
provided in Section 4.4(c).  13


Issue Date means the date on which Notes are
originally issued under this Indenture.  JSG means Smurfit Packaging Corporation Limited
(formerly known as Jefferson Smurfit Group plc), a limited liability company
incorporated under the laws of Ireland, or any successor entity.  JSG Acquisition means the acquisition of Smurfit
Packaging Corporation Limited (formerly known as Jefferson Smurfit Group plc)
by JSG Acquisitions on October 7, 2002 and the related transactions.  JSG Acquisitions means JSG Acquisitions (formerly
known as MDCP Acquisitions I), a public unlimited company incorporated under
the laws of Ireland, or any successor entity.  Legal Defeasance shall have the meaning set forth
in Section 8.2.  Lien means, with respect to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention
agreement.  Litigation Lien means the Liens imposed by the Audiencia Nacional on certain of the
Spanish assets owned by one or more of the subsidiaries of JSG located in Spain
in connection with the currently pending litigation in Spain and the related
counter-indemnities provided by Smurfit International B.V. and JSG in respect
of the Liens.  Marketable Securities means publicly traded debt
or equity securities that are listed for trading on a national securities
exchange and that were issued by a corporation whose debt securities are rated
in one of the three highest rating categories by either Standard &
Poors Rating Services or Moodys Investors Service, Inc.  Maturity Date means April 1, 2015.  Munksjö Sale means the sale of the Munksjö
specialty paper business to The EQT III Fund and the sale of the Munksjö tissue
paper business to Svenska Cellulosa Aktiebiolaget by the Company and its
Subsidiaries, in each case as announced on December 22, 2004.  Net Income means, with respect to any specified
Person, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of Preferred Stock dividends,
excluding, however:  (1)any gain (or loss), together with any related
provision for taxes on such gain (or loss), realized in connection with: (a) any
Asset Sale (which for these purposes shall include all transactions described
in the second paragraph of the definition of Asset Sale); or (b) the
disposition of any securities by such Person or any of its Restricted Subsidiaries
or the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries; and  (2)any extraordinary gain (or loss), together
with any related provision for taxes on such extraordinary gain (or loss).  14


Net Proceeds means the aggregate cash proceeds
received by the Company or any of its Restricted Subsidiaries in respect of any
Asset Sale (including, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received in any Asset Sale) or
sale and leaseback transaction, as the case may be, net of the direct costs
relating to such Asset Sale or sale and leaseback transaction, including,
without limitation, legal, accounting and investment banking fees, sales
commissions, any relocation expenses incurred as a result thereof, all taxes of
any kind paid or payable as a result thereof and reasonable reserves
established to cover any indemnity obligations incurred in connection therewith,
in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness, other than Indebtedness under a Credit Facility,
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.  Non-Public Indebtedness means:  (1)Indebtedness represented by promissory notes
or similar evidence of Indebtedness under bank loans or similar financing
agreements, including private placements to insurance companies, mezzanine
lenders, strategic investors and private-equity sponsors; and  (2)any other Indebtedness, provided that it (A) is not listed,
quoted or tradeable on any exchange or market, including any market for
securities eligible for resale pursuant to Rule 144A under the Securities
Act, (B) is not issued or sold by means of any prospectus, offering
memorandum (but not an information memorandum of the type used in a bank
syndication) or similar document typically used in connection with road show
presentations, (C) is not marketed in an underwritten securities offering
and (D) if placed with or through an agent, the agent does not place it
with its high-yield bond accounts.  Non-Recourse Debt means Indebtedness:  (1)as to which neither the Company nor any of
its Restricted Subsidiaries (a) provides guarantee or credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise or (c) constitutes the lender or is directly or
indirectly liable;  (2)no default with respect to which (including
any rights that the holders thereof may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
holder of any other Indebtedness (other than the Notes) of the Company or any
of its Restricted Subsidiaries to declare a default on such other Indebtedness
or cause the payment thereof to be accelerated or payable prior to its stated
maturity; and  (3)as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.  Notes shall have the meaning set forth in the
preamble of this Indenture.  15


Obligations means any principal, interest,
penalties, fees, indemnifications, expenses, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.  Offering Memorandum means the Offering Memorandum
of the Company, dated January 24, 2005, relating to the Notes.  Officer means the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Treasurer or the Secretary of the Company (and for purposes of Section 2.2
and 11.4 only, the term Officer shall mean a member of the Board of Directors
of the Company).  Officers Certificate means a certificate signed
by two Officers of the Company.  Opinion of Counsel means a written opinion from
legal counsel who is reasonably acceptable to the Trustee.  Other Foreign Subsidiary Indebtedness means
Indebtedness of a Restricted Subsidiary that is organized outside Ireland under
borrowings extended after the date of this Indenture to any such Restricted
Subsidiary by Persons other than the Company or any of its Restricted
Subsidiaries.  Other Hedging Agreements means any foreign
exchange contracts, currency swap agreements, commodity agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency or commodity values.  Original Notes shall have the meaning set forth in
the preamble to this Indenture.  Parent means JSG Packaging Limited, a private
limited liability company incorporated under the laws of Ireland, and any
successor thereto or any other entity that serves as the ultimate parent
company of the Company.  Pari Passu Debt means the Notes, the Remaining
15.5% Subordinated Notes and any other Indebtedness of the Company that
specifically provides that such Indebtedness is to rank equally with the Notes
in right of payment and is not subordinated by its terms in right of payment to
any Indebtedness or other obligation of the Company which is not Senior Debt.  Paying Agent shall have the meaning set forth in Section 2.3.  Payor shall mean the Company or a successor
thereof.  Permitted Business means the containerboard,
paperboard and packaging products business and any business in which the
Company and its Restricted Subsidiaries are engaged in on the date of this
Indenture or any business activity that is a reasonable extension, development
or expansion thereof or ancillary to any of the foregoing.  Permitted Business Assets means assets used or
useful in a Permitted Business, including a majority of the Voting Stock of a
Permitted Business.  Permitted Group means any group of investors that
is deemed to be a person (as that term is used in Section 13(d)(3) of
the Exchange Act) at any time prior to the initial public offering  16


of
ordinary shares of Parent, the Company or another direct or indirect holding
company of JSG by virtue of the Subscription and Shareholders Agreement, as the
same may be amended, modified or supplemented from time to time; provided that no single Person (other than
the Principals and their Related Parties) Beneficially Owns (together with its
Affiliates) more of the Voting Stock of the Company that is Beneficially Owned
by such group of investors than is then collectively Beneficially Owned by the
Principals and their Related Parties in the aggregate (excluding, for purposes
of this definition, ordinary shares of an investor deemed to be Beneficially
Owned by another investor solely as a result of such Subscription and
Shareholders Agreement and their membership in the same group).  Permitted Investments means:  (1)any Investment in the Company or in a
Restricted Subsidiary of the Company;  (2)any Investment in Cash Equivalents;  (3)any Investment by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment:  (a)such Person becomes a Restricted Subsidiary
of the Company; or  (b)such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company;  (4)any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.14;  (5)any Investment (other than Cash Equivalents)
payment for which consisted solely of Capital Stock of the Company (other than
Disqualified Stock);  (6)Hedging Obligations and Other Hedging
Agreements;  (7)any Investment existing on the date of this
Indenture;  (8)any Investment in securities of trade
creditors or customers received in compromise of obligations of such persons
incurred in the ordinary course of business, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
trade creditors or customers;  (9)negotiable instruments held for deposit or
collection in the ordinary course of business;  (10)loans, guarantees of loans, advances or other
extensions of credit to officers, directors, employees or consultants of the
Company or a Restricted Subsidiary of the Company not to exceed
20 million in the aggregate outstanding at any time;  (11)receivables owing to the Company or any
Restricted Subsidiary created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such  17


concessionary trade terms as the Company or any such
Restricted Subsidiary deems reasonable under the circumstances;  (12)payroll, travel and similar advances to cover
matters that are expected at the time of such advances ultimately to be treated
as expenses for accounting purposes and that are made in the ordinary course of
business;  (13)any Investment by the Company or any of its
Restricted Subsidiaries in a Receivables Subsidiary or any Investment by a
Receivables Subsidiary in any other Person in connection with a Qualified
Receivables Transaction; provided that each such Investment is in the form of a
Purchase Money Note, an equity interest or interests in accounts receivables
generated by the Company or any of its Restricted Subsidiaries;  (14)Guarantees issued in accordance with Section 4.3;  (15)Investments resulting from the acquisition of
a Person that at the time of such acquisition held instruments constituting
Investments that were not acquired in contemplation of the acquisition of such
Person;  (16)any Asset Swap made in accordance with the
Asset Swaps provisions under Section 4.14; and  (17)other Investments in any Person having an
aggregate fair market value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (17) that are at
the time outstanding not to exceed the greater of 50.0 million or 5.0% of
Total Assets; provided, however, that if an Investment pursuant to this
clause (17) is made in any Person that is not a Restricted Subsidiary of
the Company at the date of the making of the Investment and such Person becomes
a Restricted Subsidiary after such date, such Investment shall thereafter be
deemed to have been made pursuant to clause (1), above, and shall cease to
have been made pursuant to this clause (17).  Permitted Liens means:  (1)Liens securing Senior Debt that was permitted
by the terms of this Indenture to be incurred;  (2)Liens in favor of the Company or any
Restricted Subsidiary;  (3)Liens on property of a Person existing at the
time such Person is merged with or into or consolidated with the Company or any
Subsidiary of the Company; provided that such Liens were in existence prior to
the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company or the Subsidiary;  (4)Liens on property existing at the time of
acquisition thereof by the Company or any Subsidiary of the Company, provided
that such Liens were in existence prior to the contemplation of such acquisition
and do not extend to any assets other than those of the Person merged into or
consolidated with the Company or the Subsidiary;  18


(5)Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of
a like nature incurred in the ordinary course of business;  (6)Liens to secure Indebtedness (including
Capital Lease Obligations) permitted by Section 4.3(b)(4) hereof
covering only the assets acquired with such Indebtedness;  (7)Liens existing on the date of this Indenture
together with any Liens securing Permitted Refinancing Indebtedness incurred
under Section 4.3(b)(5) in order to refinance the Indebtedness
secured by Liens existing on the date of this Indenture; provided that the
Liens securing the Permitted Refinancing Indebtedness shall not extend to
property other than that pledged under the Liens securing the Indebtedness
being refinanced;  (8)Liens on assets of Unrestricted Subsidiaries
that secure Non-Recourse Debt of Unrestricted Subsidiaries;  (9)Liens for taxes, assessments or governmental
charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded, provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor;  (10)Liens securing Attributable Debt;  (11)Liens on assets of a Receivables Subsidiary
incurred in connection with a Qualified Receivables Transaction;  (12)Liens securing Indebtedness incurred under
the indentures relating to the Existing Notes;  (13)Liens incurred in the ordinary course of
business of the Company or any Subsidiary of the Company with respect to
obligations that do not exceed 25.0 million at any one time outstanding;  (14)Liens securing Hedging Obligations or Other
Hedging Obligations entered into in the ordinary course of business;  (15)Liens to secure Existing Foreign Subsidiary
Indebtedness or Other Foreign Subsidiary Indebtedness permitted to be incurred
pursuant to Section 4.3(b)(15); and  (16)Litigation Liens and any refinancing or
replacement of the Litigation Liens.  Permitted Refinancing Indebtedness means any
Indebtedness of the Company or any of its Restricted Subsidiaries issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of the Company or any of
its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:  (1)the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable)  19


of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all accrued interest thereon,
prepayment penalties, redemption or repurchase premiums, defeasance costs, fees
and expenses and premiums incurred in connection therewith);  (2)such Permitted Refinancing Indebtedness has a
final maturity date no earlier than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;  (3)if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date no earlier than the final maturity date of, and is subordinated
in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and  (4)such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.  Person means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other
entity.  Preferred Stock, as applied to the Capital Stock
of any corporation, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such corporation over shares of Capital Stock of any other class
of such corporation.  Principals means Madison Dearborn Partners,
L.L.C., and its Affiliates.  Priority Agreement means the Priority Agreement,
dated as of January 31, 2005 as amended, modified or supplemented from
time to time, among the Company, JSG Acquisitions and the other parties thereto
from time to time.  Private Placement Legend means the legend set
forth in Section 2.7(g).  Purchase Money Note means a promissory note
evidencing a line of credit, which may be irrevocable, from, or evidencing
other Indebtedness owed to, the Company or any of its Restricted Subsidiaries
in connection with a Qualified Receivables Transaction, which note shall be
repaid from cash available to the maker of such note, other than amounts
required to be established as reserves pursuant to agreements, amounts paid to
investors in respect of interest, principal and other amounts owing to such
investors and amounts paid in connection with the purchase of newly generated receivables.  Qualified Institutional Buyer or QIB shall have
the meaning specified in Rule 144A under the Securities Act.  20


Qualified Receivables Transaction means any
transaction or series of transactions that may be entered into by the Company
or any of its Restricted Subsidiaries pursuant to which the Company or any of
its Restricted Subsidiaries may sell, convey or otherwise transfer to:  (1)a Receivables Subsidiary (in the case of a
transfer by the Company or any of its Restricted Subsidiaries); and  (2)any other Person (in the case of a transfer
by a Receivables Subsidiary),  or
may grant a security interest in, any accounts receivable (whether now existing
or arising in the future) of the Company or any of its Restricted Subsidiaries,
and any assets related thereto including, without limitation, all collateral
securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets that are customarily transferred, or in respect of
which security interests are customarily granted, in connection with asset
securitization transactions involving accounts receivable.  Receivables Subsidiary means a Wholly Owned
Subsidiary of the Company that engages in no activities other than in
connection with the financing of accounts receivable and that is designated by
the Board of Directors of the Company (as provided below) as a Receivables
Subsidiary and:  (1)has no Indebtedness or other Obligations
(contingent or otherwise) that:  (a)are guaranteed by the Company or any of its
Restricted Subsidiaries, other than contingent liabilities pursuant to Standard
Securitization Undertakings;  (b)are recourse to or obligate the Company or
any of its Restricted Subsidiaries in any way other than pursuant to Standard
Securitization Undertakings; or  (c)subjects any property or assets of the
Company or any of its Restricted Subsidiaries, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings;  (2)has no contract, agreement, arrangement or
undertaking (except in connection with a Purchase Money Note or Qualified
Receivables Transaction) with the Company or any of its Restricted Subsidiaries
than on terms no less favorable to the Company or such Restricted Subsidiaries
than those that might be obtained at the time from Persons that are not
Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable; and  (3)neither the Company nor any of its Restricted
Subsidiaries has any obligation to maintain or preserve the Receivables
Subsidiarys financial condition or cause the Receivables Subsidiary to achieve
certain levels of operating results.  Any
such designation by the Board of Directors of the Company shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such designation and an
Officers Certificate certifying, to the best of such officers knowledge and
belief after consulting with counsel, that such designation complied with the
foregoing conditions.  21


Record Date means the Record Dates specified in
the Notes.  Redemption Date when used with respect to any Note
to be redeemed, means the date fixed for such redemption pursuant to this
Indenture and Paragraph 8 of the Initial Notes and Paragraphs 7 of the
Exchange Notes.  Redemption Price when used with respect to any
Note to be redeemed, means the price fixed for such redemption pursuant to this
Indenture and Paragraphs 8 and 9 of the Initial Notes and Paragraphs 7 and
8 of the Exchange Notes.  Registrar shall have the meaning set forth in Section 2.3.  Registration Rights Agreement means the
Registration Rights Agreement between the Company and the Initial Purchasers,
relating to the Original Notes and dated as of the date of this Indenture, as
the same may be amended, supplemented or modified from time to time in
accordance with the terms thereof.  Regulation S means Regulation S (including any
successor regulation thereto) under the Securities Act, as it may be amended
from time to time.  Regulation S Global Note shall have the
meaning set forth in Section 2.1.  Regulation S Note shall have the meaning set
forth in Section 2.1.  Related Party means: (1) any controlling
stockholder, 80% (or more) owned Subsidiary, or spouse or immediate family
member (in the case of an individual) of any Principal; or (2) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of any one or more Principals and/or such other
Persons referred to in the immediately preceding clause (1).  Relevant Taxing Jurisdiction shall have the
meaning set forth in Section 4.20(a).  Remaining 15.5% Subordinated Notes means the
aggregate principal amount of 15.5% Subordinated Notes due 2013 issued by the
Company outstanding after completion of the Tender Offer.  Representative means any trustee, agent or
representative (if any) of an issue of Senior Debt.  Restricted Investment means an Investment other
than a Permitted Investment.  Restricted Subsidiary of a Person means any
Subsidiary of the referent Person that is not an Unrestricted Subsidiary.  Restricted Period shall have the meaning set forth
in Section 2.7(c).  Rule 144 means Rule 144 (including any
successor regulation thereto) under the Securities Act, as it may be amended
from time to time.  Rule 144A means Rule 144A (including any
successor regulation thereto) under the Securities Act, as it may be amended
from time to time.  22


Rule 144A Global Note shall have the meaning
set forth in Section 2.1.  Rule 144A Notes shall have the meaning set
forth in Section 2.1.  SEC means the United States Securities and
Exchange Commission, or any successor entity thereof from time to time.  Securities Act means the United States Securities
Act of 1933, as amended, or any similar federal statute then in effect, and a
reference to a particular section thereof shall be deemed to include a
reference to the comparable section, if any, of any such similar federal
statute.  Senior Credit Agreement means (i) the
2,525,000,000 Senior Facilities Agreement, dated as of September 12,
2002, between, among others, JSG Acquisitions, Deutsche Bank AG London, as
facility agent and the lenders parties thereto from time to time, as the same
may be amended, supplemented or otherwise modified from time to time and (ii) any
renewal, extension, refunding, restructuring, replacement, or refinancing
thereof (whether with the original facilities agent and lenders or another
facilities agent or agents or other lenders and whether provided under the
original Senior Facilities Agreement or any other agreement or indenture).  Senior Debt means:  (1)all Indebtedness outstanding under the Senior
Notes, all Credit Facilities, all Hedging Obligations and all Other Hedging
Agreements (including guarantees thereof) with respect thereto of the Company
whether outstanding on the date of this Indenture or thereafter incurred;  (2)any other Indebtedness incurred by the
Company or a Restricted Subsidiary, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on parity with or
subordinated in right of payment to the Notes; and  (3)all Obligations with respect to the items
listed in the preceding clauses (1) and (2) (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law).  Notwithstanding anything to the contrary in the
preceding, Senior Debt will not include:  (1)any liability for federal, state, local or
other taxes owed or owing by the Company or JSG Acquisitions;  (2)any Indebtedness of the Company or JSG
Acquisitions to any of its Subsidiaries;  (3)any trade payables of the Company; or  (4)the portion of any Indebtedness that is
incurred in violation of this Indenture (but only to the extent so incurred).  Senior Indentures means the indentures, dated as
of September 30, 2002 governing the Senior Notes of the Company due 2012,
as amended on February 14, 2003.  23


Senior Notes means the 350 million 101/8%
Senior Notes due 2012 of the Company and $750 million 95/8%
Senior Notes due 2012 of the Company issued pursuant to the Senior Indentures.  Significant Subsidiary means any Subsidiary that
would be a significant subsidiary as defined in Article 1, Rule 1-02
of Regulation S-X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the date hereof.  Specified Dividends of a Person means the product
of (a) all dividends, whether paid or accrued and whether or not in cash,
on any series of Preferred Stock of such Person or any of its Restricted
Subsidiaries payable to a party other than the Company or a Wholly Owned
Restricted Subsidiary (other than (i) dividends on Equity Interests
payable solely in Equity Interests of the Company (other than Disqualified
Stock) and (ii) dividends to the Company or a Restricted Subsidiary of the
Company), times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined effective federal,
state, provincial and local tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.  Specified Employee Plan Contributions means the
cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Company) in connection with Indebtedness
incurred by such plan or trust; provided,
however, that there will be excluded therefrom any such interest
expense of any Unrestricted Subsidiary to the extent the related Indebtedness
is not Guaranteed or paid by the Company or any Restricted Subsidiary.  Specified Existing Indebtedness means the carrying
value, as adjusted for any Hedging Obligations associated therewith in
accordance with GAAP, of (i) the $234,000,000 aggregate principal amount
outstanding of 6.75% Notes due 2005 issued by Smurfit Capital Funding plc and
guaranteed by JSG, (ii) the $292,300,000 aggregate principal amount
outstanding of 7.50% Debentures due 2025 issued by Smurfit Capital Funding plc
and guaranteed by JSG and (iii) the Existing Foreign Subsidiary
Indebtedness, in each case, as converted into euros using the then applicable
exchange rate.  Specified PIK Interest means any non-cash interest
payable (and paid in non-cash) on or prior to October 1, 2005 with respect
to the Remaining 15.5% Subordinated Notes and any non-cash interest with
respect thereto paid in the form of additional notes.  Standard Securitization Undertakings means
representations, warranties, covenants and indemnities entered into by the
Company or any of its Restricted Subsidiaries that are reasonably customary in
an accounts receivable transaction.  Stated Maturity means, with respect to any
installment of interest or principal on any series of Indebtedness, the date on
which such payment of interest or principal was scheduled to be paid in the
original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.  Subordinated Obligation means any Indebtedness of
the Company (whether outstanding on the date on which Notes are originally
issued under this Indenture or thereafter incurred) which is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.  24


Subsidiary means, with respect to any specified
Person:  (1)any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and  (2)any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person
or one or more Subsidiaries of such Person (or any combination thereof).  Subscription and Shareholders Agreement means the
Exchange and Shareholders Agreement, dated as of February 6, 2004, among
certain investors in Parent.  Successor Company shall have the meaning set forth
in Section 5.1(a)(1).  Tax Redemption Date when used with respect to any
Note to be redeemed, means the date fixed for such redemption pursuant to this
Indenture and Paragraph 9 of the Initial Notes and Paragraph 8 of the
Exchange Notes.  Taxes shall have the meaning set forth in Section 4.20(a).  Tender Offer means the tender offer by the Company
for the 15.5% Subordinated Notes due 2013 issued by the Company as contemplated
by the Tender Offer Documentation.  Tender Offer Documentation means the Offer to
Purchase, dated as of January 13, 2005, by the Company for the 15.5%
Subordinated Notes due 2013 issued by the Company in connection with the Tender
Offer, and any accompanying documentation sent or communicated to bondholders
of the Company in connection therewith.  TIA means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb), as it may be amended from time to time.  Total Assets means the total consolidated assets
of the Company and its Restricted Subsidiaries, as set forth on the Companys
most recent consolidated balance sheet.  Trust Officer means any officer within Trust &
Security Services (or any successor group of the Trustee), including any
director, managing director, vice president, assistant vice president,
corporate trust officer, assistant corporate trust officer, secretary,
assistant secretary, treasurer, assistant treasurer, associate or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at that time shall be such
officers having direct responsibility for the administration of this Indenture,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such trust matter is referred because of his or her knowledge
of and familiarity with the particular subject.  Trustee means the party named as such in this
Indenture until a successor replaces it in accordance with the provisions of
this Indenture and thereafter means such successor.  25


Unrestricted Subsidiary means any Subsidiary of
the Company and its direct and indirect Subsidiaries that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
resolution of such Board of Directors, but only to the extent that such
Subsidiary:  (1)has no Indebtedness other than Non-Recourse
Debt;  (2)by such designation does not cause the
Company to be unable to incur 1.00 of additional Indebtedness pursuant to Section 4.3(a);  (3)is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company;  (4)is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to
maintain or preserve such Persons financial condition or to cause such Person
to achieve any specified levels of operating results; and  (5)has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any
of its Restricted Subsidiaries.  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to such designation and an Officers Certificate certifying
that such designation complied with the preceding conditions and was permitted
by Section 4.4.  If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.3, the Company shall be in
default of such Section.  The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under Section 4.3 calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.  U.S. Government Securities means securities that
are (i) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case under clauses (i) or (ii) are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Securities or a specific payment of
interest on or principal of any such U.S. Government Security held by such
custodian for the account of the holder of a depository receipt, provided that (except as required by law)
such custodian is not  26


authorized
to make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Security or the specific payment of interest on or principal of the
U.S. Government Security evidenced by such depository receipt.  U.S. Person means a U.S. person as defined in Rule 902
under the Securities Act or any successor rule.  Voting Stock of any Person as of any date means
the Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.  Weighted Average Life to Maturity means, when
applied to any Indebtedness at any date, the number of years obtained by
dividing:  (1)the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by  (2)the then outstanding principal amount of such
Indebtedness.  Wholly Owned Restricted Subsidiary of any
specified Person means any Wholly Owned Subsidiary of such Person which at the
time of determination is a Restricted Subsidiary.  Wholly Owned Subsidiary of any specified Person
means a Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors qualifying shares) shall at
the time be owned by such Person and/or by one or more Wholly Owned
Subsidiaries of such Person.  SECTION 1.2  
Incorporation by Reference of TIA. 
This Indenture is subject to the mandatory provisions of the TIA which
as of the date hereof and thereafter as in effect are incorporated by reference
in, and made a part of, this Indenture. 
The following TIA terms used in this Indenture have the following
meanings:  Commission means the SEC;  indenture securities means the Notes;  indenture security holder means a Holder;  indenture to be qualified means this Indenture;  indenture trustee or institutional trustee means
the Trustee; and  obligor on the indenture securities means the
Company or any other obligor on the Notes.  All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule and not otherwise defined herein have the meanings assigned to
them therein.  27


SECTION 1.3 
Rules of Construction. 
Unless the context otherwise requires:  (a)a term has the meaning assigned to it;  (b)an accounting term not otherwise defined has
the meaning assigned to it in accordance with Irish GAAP;  (c)or is not exclusive;  (d)words in the singular include the plural, and
words in the plural include the singular;  (e)provisions apply to successive events and
transactions; and  (f)herein, hereof and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.  ARTICLE IITHE NOTES  SECTION 2.1  
Form and Dating.  The Initial
Notes and the notation relating to the Trustees certificate of authentication
thereof, shall be substantially in the form of Exhibits A or B, as
applicable.  The Exchange Notes, and the
notation relating to the Trustees certificate of authentication thereof, shall
be substantially in the form of Exhibits C or D, as applicable.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  The Company and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement on them.  Each Note shall be dated the date of its
issuance and shall show the date of its authentication.  The terms and provisions contained in the Notes,
annexed hereto as Exhibits A, B, C and D shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.  The Notes will initially be represented by
the Initial Global Notes.  The Global Notes shall be issuable only in bearer
form and the Definitive Notes shall be issuable only in registered form.  The Global Notes shall be deposited with the
Book-Entry Depositary or a custodian therefor in accordance with the Deposit
Agreement.  The Book-Entry Depositary
will issue one certificateless depositary interest representing the Regulation
S Global Note, one certificateless depositary interest representing the Rule 144A
Global Note and, if and when issued, one certificateless depositary interest
representing the Exchange Global Note, in each case to the Clearing Agency or
its nominee.  The Book-Entry Depositary,
acting as agent of the Company, shall maintain a book-entry system and shall
record the Clearing Agency or its nominee as the registered owner of a
certificateless depositary interest for each of the Global Notes representing a
100% interest in each of the Global Notes. Upon acceptance by the Clearing
Agency or its nominee of such certificateless depositary interests, the
Clearing Agency will record beneficial interests in the Global Notes
represented by such certificateless depositary interests. The Clearing Agency
will credit, on its internal system, the respective principal amounts of the
individual book-entry interests in such Global Notes (the Book-Entry
Interests) to the accounts of persons who have accounts with the  28


Clearing
Agency. Ownership of Book-Entry Interests in the Global Notes will be limited
to participants or persons who hold interests through participants in the
Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Clearing Agency (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants).  Notes offered and sold in their initial distribution
in reliance on Regulation S shall be initially issued in global form
without interest coupons, substantially in the form of Exhibit A hereto,
with such applicable legends as are provided in Exhibit A hereto, except
as otherwise permitted herein.  Such
Initial Global Note shall be referred to collectively herein as the Regulation
S Global Note.  The aggregate
principal amount of the Regulation S Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
hereinafter provided (or by the issue of a further Regulation S Global
Note), in connection with a corresponding decrease or increase in the aggregate
principal amount of the Rule 144A Global Note or in consequence of the
issue of Definitive Notes or additional Regulation S Notes, as hereinafter
provided.  The Regulation S Global
Note and all other Initial Notes that are not Rule 144A Global Notes shall
collectively be referred to herein as the Regulation S Notes.  Notes offered and sold in their initial distribution
in reliance on Rule 144A shall be initially issued in global form without
interest coupons, substantially in the form of Exhibit A hereto, with such
applicable legends as are provided in Exhibit A, except as otherwise
permitted herein.  Such Initial Global
Notes shall be referred to collectively herein as the Rule 144A Global
Note.  The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as hereinafter
provided (or by the issue of a further Rule 144A Global Note), in
connection with a corresponding decrease or increase in the aggregate principal
amount of the Regulation S Global Note or in consequence of the issue of
Definitive Notes or additional Rule 144A Notes, as hereinafter
provided.  The Rule 144A Global Note
and all other Initial Notes that are not Regulation S Global Notes shall
collectively be referred to herein as the Rule 144A Notes.  SECTION 2.2Execution and Authentication.  Two Officers shall sign, or one Officer and
one member of the Board of Directors shall sign, or two members of the Board of
Directors shall sign, or one Officer shall sign and one Officer, a Secretary or
an Assistant Secretary (each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall attest to, the Notes for
the Company by manual or facsimile signature.  If an Officer or member of the Board of Directors of
the Company whose signature is on a Note was an Officer or member of the Board
of Directors at the time of such execution but no longer holds that office or
position at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.  A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on
the Note.  The signature shall be
conclusive evidence that the Note has been authenticated under this Indenture.  Except as otherwise provided herein, the aggregate
principal amount of Notes which may be outstanding at any time under this
Indenture is not limited in amount.  The
Trustee shall, upon receipt of a Company Order in the form of an Officers
Certificate, authenticate (i) Original Notes for original issue on the
Closing Date in an aggregate principal amount of $200,000,000, (ii) Additional  29


Notes
from time to time for issuance after the Closing Date to the extent permitted
hereunder (including, without limitation, under Section 4.3 hereof) and (iii) Exchange
Notes for issue in principal amount for issuance in exchange for a like
principal amount of Initial Notes pursuant to an exchange offer registration
statement under the Securities Act. 
Additional Notes will be treated as the same series of Notes as the
Original Notes for all purposes under this Indenture, including, without
limitation, for purposes of waivers, amendments, redemptions and offers to
purchase.  Such Company Order shall
specify the aggregate principal amount of Notes to be authenticated, the series
and type of Notes, the date on which the Notes are to be authenticated, the
issue price and the date from which interest on such Notes shall accrue,
whether the Notes are to be Original Notes, Additional Notes or Exchange Notes,
whether the Notes are to be issued as Definitive Notes or Global Notes and
whether or not the Notes shall bear the Private Placement Legend, or such other
information as the Trustee may reasonably request.  Exchange Notes may have such distinctive
series designation, and such changes in the form thereof, as are specified in
the written order referred to in the preceding sentence.  Upon receipt of a Company Order in the form
of an Officers Certificate, the Trustee shall authenticate Notes in
substitution of Notes originally issued to reflect any name change of the
Company.  In authenticating the Notes and
accepting the responsibilities under this Indenture in relation to the Notes,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms thereof
have been established in conformity with the provisions of this Indenture.  The Trustee may appoint an authenticating agent (Authenticating
Agent) reasonably acceptable to the Company to authenticate Notes.  Unless otherwise provided in the appointment,
an Authenticating Agent may authenticate Notes whenever the Trustee may do
so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent.  An Authenticating Agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.  The Notes shall be issuable only in denominations of
$1,000 and any integral multiple thereof.  SECTION 2.3 
Registrar and Paying Agent.  The
Company shall maintain an office or agency in the Borough of Manhattan, The
City of New York, where (a) Definitive Notes may be presented or
surrendered for registration of transfer or for exchange (such office or
agency, the Registrar) (b) Global Notes (and Definitive Notes, if
issued) may be presented or surrendered for payment (Paying Agent) and (c) notices
and demands in respect of such Global Notes (and Definitive Notes, if issued)
and this Indenture may be served.  The
Registrar shall keep a register of the Definitive Notes and of their transfer
and exchange.  Notices and demands in
respect of Global Notes shall be made by the Company in accordance with Section 11.2.  If and so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such stock exchange so require,
the Company shall appoint Deutsche Bank Luxembourg S.A., or such other Person
located in Luxembourg and reasonably acceptable to the Trustee, as an
additional Paying Agent and transfer agent. 
The Company, upon written notice to the Trustee, may have one or more co-Registrars
and one or more additional Paying Agents reasonably acceptable to the
Trustee.  The term Registrar includes
any co-Registrar and the term Paying Agent includes any additional Paying
Agent.  The Company initially appoints (i) Deutsche
Bank Trust Company Americas, in the Borough of Manhattan, The City of New York,
as Registrar and Paying Agent, and (ii) Deutsche Bank Luxembourg S.A. in
Luxembourg as an additional Paying Agent and transfer agent, in each case until
such time as either such entity has resigned or a successor has been
appointed.  In the event that a Paying
Agent or transfer agent is replaced, the Company will (so long as the Notes are
Global Notes)  30


provide written notice thereof to the Trustee in accordance with Section 11.2.  The Company may change the Paying Agent or
the Registrar without prior notice to the Holders.  The Company or any of its Subsidiaries may
act as Paying Agent or Registrar in respect of the Notes; provided, however, that if and for so long
as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such exchange so require, the Company will publish notice of the change in
Paying Agent and Registrar in a daily newspaper with general circulation in
Luxembourg (which is expected to be the Luxemburger
Wort).  The Company agrees
that if and for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, the Company shall
maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche
Bank Luxembourg S.A. as a co-Registrar.  Payment of principal will be made upon the surrender
of Definitive Notes at the office of the Paying Agent, including, if any, the
Paying Agent in Luxembourg.  In the case
of a transfer of a Definitive Note in part, upon surrender of the Definitive
Note to be transferred, a Definitive Note shall be issued to the transferee in
respect of the principal amount transferred and a Definitive Note shall be
issued to the transferor in respect of the balance of the principal amount of
the transferred Definitive Note at the office of any transfer agent, including,
if any, the transfer agent in Luxembourg. 
In all circumstances, the Company shall ensure that the Paying Agent
shall be located outside Ireland.  In addition, the Company hereby undertakes that it
will maintain a paying agent in a European Union member state that will not be
obliged to withhold or deduct tax pursuant to the Directive.  For the avoidance of doubt, upon the issuance of
Definitive Notes, Holders will be able to receive principal and interest on the
Notes and will be able to transfer Definitive Notes at the Luxembourg office of
such paying and transfer agent, subject to the right of the Company to mail
payments in accordance with the terms of this Indenture.  Claims against the Company for payment of principal,
interest and Additional Amounts, if any, on the Notes will become void unless
presentment for payment is made (where so required herein) within, in the case
of principal and Additional Amounts, if any, a period of ten years or, in the
case of interest, a period of five years, in each case from the applicable
original payment date therefor.  SECTION 2.4  
Paying Agent To Hold Assets in Trust. 
The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, Additional Amounts, if any, premium, if any, or interest on, the
Notes, and shall notify the Trustee of any Default by the Company in making any
such payment.  The Company at any time
may require a Paying Agent to distribute all assets held by it to the Trustee
and account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee
and to account for any assets distributed. 
Upon distribution to the Trustee of all assets that shall have been
delivered by the Company to the Paying Agent, the Paying Agent shall have no
further liability for such assets.  SECTION 2.5  
List of Holders.  In the event
that Definitive Notes are issued, the Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders of Notes. 
If the Trustee is not the Registrar, the Company shall furnish to the
Trustee before each Record Date and at such other times as the Trustee may
request in  31


writing a list as of such date and in such form as the Trustee may
reasonably require of the names and addresses of Holders of Notes, which list
may be conclusively relied upon by the Trustee.  SECTION 2.6  
Book-Entry Provisions for Global Notes. 
(a)  The Global Notes initially shall (i) be issued in
bearer form, (ii) be delivered to the Book-Entry Depositary or its
custodian as described in Section 2.1 and (iii) bear legends as set
forth in Section 2.7(g).  (b)Notwithstanding any other provisions of this
Indenture, the Deposit Agreement will provide that Global Notes may not be
transferred except (i) as a whole by the Book-Entry Depositary to a
nominee or custodian of the Book-Entry Depositary or by a nominee or custodian
of the Book-Entry Depositary to the Book-Entry Depositary or, in each case, to
another successor of the Book-Entry Depositary or a nominee or custodian of
such successor and (ii) in connection with transfers, exchanges and
cancellations pursuant to Sections 2.7, 2.8 or 2.12 hereof or Section 2.03
of the Deposit Agreement.Transfer of all or any portion of
the certificateless depositary interests may only be made through the book-entry
system maintained by the Book-Entry Depositary and, unless and until Book-Entry
Interests are exchanged for Definitive Notes, the certificateless depositary
interests held by a Clearing Agency may not be transferred except as a whole by
a Clearing Agency to a nominee of a Clearing Agency or by a nominee of a
Clearing Agency to a Clearing Agency or another nominee of a Clearing Agency or
by a Clearing Agency or any nominee to a successor of a Clearing Agency or a
nominee of the successor.Book-Entry Interests in the Global
Notes may be transferred or exchanged for Definitive Notes in accordance with
the rules and procedures of the Clearing Agency and the provisions of this
Section 2.6.  All Global Notes shall
be exchanged by the Company (with authentication by the Trustee upon receipt of
a Company Order) for one or more Definitive Notes, if (a) any Clearing
Agency notifies the Company at any time that it is unwilling or unable to continue
as depositary for certificateless depositary interest representing the Global
Notes and a successor depositary is not appointed within 90 days of such
notification, (b) the Book-Entry Depositary notifies the Company at any
time that it is unwilling or unable to continue as book-entry depositary and a
successor book-entry depositary is not appointed by issuer within 90 days,
(c) any Clearing Agency so requests following an Event of Default
hereunder or (d) in whole (but not in part) at any time if the Company in
its sole discretion determines and notifies the Trustee in writing that it
elects to cause the issuance of Definitive Notes.  If an Event of Default occurs and is
continuing, the Company shall, at the written request delivered through a Clearing
Agency of the Holder thereof or of the holder of an interest therein, exchange
all or part of a Global Note for one or more Definitive Notes (with
authentication by the Trustee upon receipt of a Company Order); provided,
however, that the principal amount at maturity of such Definitive Notes and
such Global Note after such exchange shall be $1,000 or integral multiples
thereof.  Whenever all of a Global Note
is exchanged for one or more Definitive Notes, it shall be surrendered by the
Holder thereof to the Trustee for cancellation. 
Whenever a part of a Global Note is exchanged for one or more Definitive
Notes, the Global Note shall be surrendered by the Holder thereof to the
Trustee who shall cause an adjustment to be made to Schedule A of such
Global Note such that the principal amount of such Global Note will be equal to
the portion of such Global Note not exchanged and shall thereafter return such
Global Note to such Holder.  Exchanges of
Book-Entry Interests for Definitive Notes shall be made at no expense to
holders of Book-Entry Interests.  A
Global Note may not be exchanged for a Definitive Note other than as provided
in this Section 2.6(b).  Every Note
authenticated and delivered in exchange for or in lieu of a Global Note, or any
portion thereof, pursuant to Section 2.8, 2.11, 3.5 or 3.7 or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Note.  (c)In connection with the transfer of Global
Notes as an entirety to beneficial owners pursuant to paragraph (b) of
this Section 2.6, the Global Notes shall be deemed to be surrendered to  32


the
Trustee for cancellation, and the Company shall execute, and the Trustee shall
upon written instructions from the Company authenticate and make available for
delivery, to each beneficial owner in exchange for its beneficial interest in
the Global Notes, an equal aggregate principal amount of Definitive Notes of
authorized denominations.  (d)Transfer and exchange of Global Notes shall
be by delivery but each Global Note issued and authenticated hereunder shall be
in bearer form and shall initially be delivered to the Book-Entry Depositary or
its custodian and each such Global Note shall constitute a single note for all
purposes of this Indenture.  In all
cases, Definitive Notes delivered in exchange for any certificateless
depositary interests representing Global Notes will be registered in the names,
and issued in any approved denominations, requested by or on behalf of the relevant
Clearing Agency or its nominee in accordance with its customary
procedures.  In no event will Definitive
Notes in bearer form be issued.  (e)Any Definitive Note delivered in exchange for
an interest in a Global Note pursuant to Section 2.6(b) shall, except
as otherwise provided by Section 2.8, bear the Private Placement Legend.  SECTION 2.7  
Registration of Transfer and Exchange. 
(a)    Notwithstanding
any provision to the contrary herein, so long as a Note remains outstanding,
transfers of beneficial interests in Global Notes or transfers of Definitive
Notes, in whole or in part, shall be made only in accordance with this Section 2.7.  (b)If a holder of a Book-Entry Interest in the Rule 144A
Global Note wishes at any time to exchange its interest in such Rule 144A
Global Note for an interest in the Regulation S Global Note, or to transfer its
interest in such Rule 144A Global Note to a Person who wishes to take
delivery thereof in the form of an interest in such Regulation S Global Note,
such holder may, subject to the rules and procedures of the Clearing
Agency, to the extent applicable, and subject to the requirements set forth in
the following sentence, exchange or cause the exchange or transfer or cause the
transfer of such interest for an equivalent Book-Entry Interest in such
Regulation S Global Note.  Upon (1) written
instructions given in accordance with the procedures of the Clearing Agency, to
the extent applicable, from or on behalf of a holder of a Book-Entry Interest
in the Rule 144A Global Note, directing the credit of a Book-Entry
Interest in the Regulation S Global Note in an amount equal to the Book-Entry
Interest in the Rule 144A Global Note to be exchanged or transferred, (2) a
written order given in accordance with the procedures of the Clearing Agency,
to the extent applicable, containing information regarding the account to be
credited with such increase and the name of such account and (3) receipt
by the Book-Entry Depositary of a certificate in the form of Exhibit E
given by the holder of such Book-Entry Interest stating that the exchange or
transfer of such interest has been made pursuant to and in accordance with Rule 903
or Rule 904 of Regulation S or Rule 144 under the Securities Act, the
Book-Entry Depositary shall present the Initial Global Notes to the Trustee or
its agent to reduce the principal amount of the Rule 144A Global Note and
to increase the principal amount of the Regulation S Global Note by the
principal amount of the beneficial interest in the Rule 144A Global Note
to be so transferred by annotation thereon (and an appropriate notation shall
be made thereon by the Trustee).  The
Trustee or its agent shall then promptly deliver appropriate instructions to
the Clearing Agency to reduce or reflect on its records a reduction of the
Book-Entry Interests in the Rule 144A Global Note by the aggregate
principal amount of the interest in such Rule 144A Global Note to be so
exchanged or transferred from the relevant participant, and the Trustee shall
promptly deliver appropriate instructions to the Clearing Agency concurrently
with such reduction, to increase or reflect on its records an increase of the
principal amount of Book-Entry Interests in such Regulation S Global Note by
the aggregate principal amount of the interests in such Rule 144A Global
Note to be so exchanged or transferred, and to credit or cause to be credited
to the  33


account
of the Person specified in such instructions a Book-Entry Interest in such
Regulation S Global Note equal to the reduction in the principal amount of such
Book-Entry Interests in the Rule 144A Global Note.  (c)If a holder of a Book-Entry Interest in the
Regulation S Global Note wishes at any time to exchange its interest in such
Regulation S Global Note for an interest in the Rule 144A Global Note, or
to transfer its interest in such Regulation S Global Note to a Person who
wishes to take delivery thereof in the form of an interest in such Rule 144A
Global Note, such holder may, subject to the rules and procedures of the
Clearing Agency, to the extent applicable, and to the requirements set forth in
the following sentence, exchange or cause the exchange or transfer or cause the
transfer of such interest for an equivalent Book-Entry Interest in such Rule 144A
Global Note.  Upon (l) written
instructions given in accordance with the procedures of the Clearing Agency, to
the extent applicable, from or on behalf of a holder of a Book-Entry Interest
in the Regulation S Global Note directing the credit of a Book-Entry Interest
in the Rule 144A Global Note in an amount equal to the Book-Entry Interest
in the Regulation S Global Note to be exchanged or transferred, (2) a
written order given in accordance with the procedures of the Clearing Agency,
to the extent applicable, containing information regarding the account to be
credited with such increase and the name of such account and (3) if prior
to or on the 40th day after the later of the commencement of the offering of
the Notes and the relevant Issue Date (the Restricted Period), receipt
by the Book-Entry Depositary of a certificate in the form of Exhibit F
given by the holder of such Book-Entry Interest and stating that the Person
transferring such interest in such Regulation S Global Note reasonably believes
that the Person acquiring such interest in such Rule 144A Global Note is a
Qualified Institutional Buyer (as defined in Rule 144A) and is obtaining
such Book-Entry Interest in a transaction meeting the requirements of Rule 144A
and any applicable securities laws of any state of the United States or any
other jurisdiction, the Book-Entry Depositary shall present the Initial Global
Notes to the Trustee or its agent to reduce the principal amount of the
Regulation S Global Note and to increase the principal amount of the Rule 144A
Global Note by the principal amount of the beneficial interest in the
Regulation S Global Note to be so transferred by annotation thereon(and an
appropriate notation shall be made thereon by the Trustee).  The Trustee or its agent shall then promptly
deliver appropriate instructions to the Clearing Agency to reduce or reflect on
its records a reduction of the Book-Entry Interests in the Regulation S Global
Note by the aggregate principal amount of the interest in such Regulation S
Global Note to be exchanged or transferred, and the Trustee shall promptly
deliver appropriate instructions to the Clearing Agency concurrently with such
reduction, to increase or reflect on its records an increase of the principal
amount of Book-Entry Interests in such Rule 144A Global Note by the
aggregate principal amount of the interest in such Regulation S Global Note to
be so exchanged or transferred, and to credit or cause to be credited to the
account of the Person specified in such instructions a Book-Entry Interest in
such Rule 144A Global Note equal to the reduction in the principal amount
of such Book-Entry Interests in the Regulation S Global Note.  After the expiration of the Restricted
Period, the certification requirement set forth in clause (3) of the
second sentence of this Section 2.7(c) will no longer apply to such
transfers.  (d)Any Book-Entry Interest in one of the Global
Notes that is transferred to a Person who takes delivery in the form of an
interest in the other Global Note will, upon transfer, cease to be an interest
in such Global Note and become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to Book-Entry Interests in such other Global Note for as
long as it remains such an interest.  (e)In the event that a Global Note is exchanged
for Definitive Notes in registered form without interest coupons, pursuant to Section 2.6(b),
or a Definitive Note in registered form without  34


interest
coupons is exchanged for another such Definitive Note in registered form
without interest coupons, or a Definitive Note is exchanged for a Book-Entry
Interest in a Global Note, such Notes may be exchanged or transferred for one
another only in accordance with (i) such procedures as are substantially
consistent with the provisions of Sections 2.7(b) and (c) above
(including the certification requirements intended to ensure that such
exchanges or transfers comply with Rule 144, Rule 144A or Regulation
S, as the case may be) and as may be from time to time adopted by the Company
and the Trustee.  (f)Prior to the expiration of the Restricted
Period, beneficial interests in the Regulation S Global Note may only be
exchanged or transferred in accordance with the certification requirements
hereof.  (g)Each Note issued hereunder shall, upon
issuance, bear the legend set forth herein and such legend shall not be removed
from such Note except as provided in the next sentence.  The legend required for a Rule 144A Note
may be removed from a Rule 144A Note if there is delivered to the Company
and the Trustee such satisfactory evidence, which may include an opinion of
independent counsel licensed to practice law in the State of New York, as
may be reasonably required by the Company and the Trustee, that neither such
legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such Note will not violate the registration
requirements of the Securities Act.  Upon
provision of such satisfactory evidence, the Trustee, upon receipt of a Company
Order, shall authenticate and deliver in exchange for such Note another Note or
Notes having an equal aggregate principal amount that does not bear such
legend.  If such a legend required for a Rule 144A
Note has been removed from a Rule 144A Note as provided above, no other
Note issued in exchange for all or any part of such Note shall bear such
legend, unless the Company has reasonable cause to believe that such other Note
is a restricted security within the meaning of Rule 144 and instructs
the Trustee to cause a legend to appear thereon.  The Initial Notes shall bear the following legend
(the Private Placement Legend) on the face thereof:  THIS NOTE OF JSG FUNDING PLC (THE COMPANY) HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S.
SECURITIES ACT), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
(WITHOUT PREJUDICE TO THE BEARER NATURE HEREOF) 
(1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT
WILL NOT, PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S. SECURITIES ACT OR ANY
SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
COMPANY OR ANY AFFILIATE OF  35


THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND
(Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW
(THE RESALE RESTRICTION TERMINATION DATE), OFFER, SELL OR OTHERWISE TRANSFER
THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR
SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
U.S. SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THAT AN OPINION OF COUNSEL,
CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE
TRUSTEE IS COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S.
PERSON HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S.
SECURITIES ACT.  (h)By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Note only as
provided in this Indenture.  The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Note (including any transfers between or
among Agent Members or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.  The Registrar and the Book-Entry Depositary shall
retain copies of all letters, notices and other written communications received
pursuant to Section 2.6 or this Section 2.7.  The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable written notice to the
Registrar.  (i)Any Initial Notes which are presented to the
Registrar for exchange pursuant to the Exchange Offer shall be exchanged for
Exchange Notes of equal principal amount upon surrender to  36


the
Registrar of the Initial Notes to be exchanged; provided, however, that the Initial Notes so surrendered for
exchange shall be duly endorsed and accompanied by a letter of transmittal or
written instrument of transfer in form satisfactory to the Company, the Trustee
and the Registrar duly executed by the Holder thereof or his attorney who shall
be duly authorized in writing to execute such document.  Whenever any Initial Notes are so surrendered
for exchange, the Company shall execute, and upon receipt of the Company Order
provided for in Section 2.2, the Trustee shall authenticate and deliver to
the Holder the same aggregate principal amount of Exchange Notes as those
Initial Notes that have been surrendered.  (j)Definitive Notes shall be transferable only
upon the surrender of a Definitive Note for registration of transfer.  When a Definitive Note is presented to the
Registrar or a co-registrar with a request to register a transfer, the
Registrar shall register the transfer as requested if its requirements for such
transfers are met.  When Definitive Notes
are presented to the Registrar or a co-registrar with a request to exchange
them for an equal principal amount of Definitive Notes of other denominations,
the Registrar shall make the exchange as requested if the same requirements are
met.  To permit registration of transfers
and exchanges, the Company shall execute and, upon receipt of a Company Order,
the Trustee shall authenticate Definitive Notes at the Registrars or
co-registrars request.  (k)The Company shall not be required to make,
and the Registrar need not register transfers or exchanges of, Definitive Notes
(i) that have been selected for redemption (except, in the case of
Definitive Notes to be redeemed in part, the portion thereof not to be
redeemed) or (ii) for a period of 15 days prior to a selection of
Definitive Notes to be redeemed.  (l)Prior to the due presentation for
registration of transfer of any Definitive Note, the Company, the Trustee, the
Paying Agent, the Registrar or any co-registrar may deem and treat the Person
in whose name a Definitive Note is registered as the absolute owner of such
Definitive Note for the purpose of receiving payment of principal, interest or
Additional Amounts, if any, on such Definitive Note and for all other purposes
whatsoever, whether or not such Definitive Note is overdue, and none of the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall
be affected by notice to the contrary.  (m)No service charge will be made for any
registration or transfer or exchange of the Notes, but the Trustee and the
Paying Agent and transfer agents in Luxembourg may require payment of a sum
sufficient to pay all taxes or other governmental charges in connection with
any transfer or exchange pursuant to this Section 2.7 (other than in
respect of an Exchange Offer, except as otherwise provided in a Registration
Rights Agreement).  (n)All Notes issued upon any transfer or
exchange pursuant to the terms of this Indenture will evidence the same debt
and will be entitled to the same benefits under this Indenture as the Notes
surrendered upon such transfer or exchange.  (o)Holders of Initial Notes (or holders of
interests therein) and prospective purchasers designated by such Holders (or
holders of interests therein) will have the right to obtain from the Company
upon request by such Holders (or holders of interests therein) or prospective
purchasers, during any period in which the Company is not subject to Section 13
or 15(d) of the Exchange Act, or is exempt from reporting pursuant to 12g3-2(b) under
the Exchange Act, the information required by paragraph d(4)(i) of Rule 144A
in connection with any transfer or proposed transfer of such Notes.  37


SECTION 2.8  
Replacement Notes.  If a mutilated
Definitive Note is surrendered to the Registrar, if a mutilated Global Note is
surrendered to the Company or if the Holder of a Note claims that such Note has
been lost, destroyed or wrongfully taken, the Company shall issue and, upon
receipt of a Company Order, the Trustee shall authenticate a replacement Note
in such form as the Note being replaced if the requirements of the Trustee, the
Registrar and the Company are met.  If
required by the Trustee, the Registrar and the Company, such Holder must
provide an indemnity bond or other indemnity, sufficient in the judgment of the
Company, the Registrar and the Trustee, to protect the Company, the Registrar,
the Trustee and any Agent from any loss which any of them may suffer if a Note
is replaced.  The Company may charge such
Holder for its reasonable, out-of-pocket expenses in replacing a Note,
including reasonable fees and expenses of counsel.  Every replacement Note is an additional
obligation of the Company.  The
provisions of this Section 2.8 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost, stolen or taken Notes.  SECTION 2.9  
Outstanding Notes.  Notes
outstanding at any time are all the Notes that have been authenticated by the
Trustee except those canceled by it, those delivered to it for cancellation,
those reductions in the Global Note effected in accordance with the provisions
hereof and those described in this Section as not outstanding.  Subject to Section 2.10, a Note does not
cease to be outstanding because the Company or any of its Affiliates holds the
Note.  If a Note is replaced pursuant to Section 2.8
(other than a mutilated Note surrendered for replacement), it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona  fide purchaser.  A mutilated Note ceases to be outstanding
upon surrender of such Note and replacement thereof pursuant to Section 2.8.  If the principal amount of any Note is considered
paid under Section 4.1, it ceases to be outstanding and interest and
Additional Amounts, if any on it cease to accrue.  If on a Redemption Date or the Maturity Date the
Paying Agent holds cash in U.S. dollars sufficient to pay all of the principal,
interest and Additional Amounts, if any, due on the Notes payable on that date,
then on and after that date such Notes cease to be outstanding and interest and
Additional Amounts, if any, on such Notes cease to accrue.  SECTION 2.10 
Treasury Notes.  In determining
whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company or its Affiliates
shall be disregarded, except that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Trust Officer of the Trustee actually knows are so owned
shall be disregarded.  The Company shall notify the Trustee, in writing, when
it or any of its Affiliates repurchases or otherwise acquires Notes of the
aggregate principal amount of such Notes so repurchased or otherwise
acquired.  The Trustee may require an
Officers Certificate listing Notes owned by the Company, a Subsidiary of the
Company or an Affiliate of the Company.  SECTION 2.11  
Temporary Notes.  Until permanent
Definitive Notes are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Definitive Notes upon receipt of a Company
Order in the form of an Officers Certificate. 
The Officers Certificate shall specify the amount of temporary
Definitive Notes to be authenticated and the date on which the temporary
Definitive Notes are to be authenticated. 
Temporary Definitive Notes shall be  38


substantially in the form of permanent Definitive Notes but may have
variations that the Company considers appropriate for temporary Definitive
Notes.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate upon receipt of a
Company Order pursuant to Section 2.2 permanent Definitive Notes in
exchange for temporary Definitive Notes. 
Holders of temporary Definitive Notes shall be entitled to all of the
benefits of this Indenture.  SECTION 2.12  
Cancellation.  The Company at any
time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Trustee, or at the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and, at the written direction of the Company, shall dispose of
(subject to the record retention requirements of the Exchange Act) all Notes
surrendered for transfer, exchange, payment or cancellation; provided, however, that the Trustee may,
but shall not be required to, destroy such canceled Notes.  Subject to Section 2.7, the Company may
not issue new Notes to replace Notes that it has paid or delivered to the
Trustee for cancellation.  If the Company
shall acquire any of the Notes, such acquisition shall not operate as a
redemption or satisfaction of the Indebtedness represented by such Notes unless
and until the same are surrendered to the Trustee for cancellation pursuant to
this Section 2.12.  SECTION 2.13 
Defaulted Interest.  If the
Company defaults in a payment of interest on the Notes, it shall pay the
defaulted interest, plus (to the extent lawful) any interest payable on the
defaulted interest, to the Holder thereof. 
If such default in payment of interest continues for 30 days, the
Company shall (in the case of Definitive Notes) establish a subsequent special
Record Date, which date shall be the fifteenth day next preceding the date
fixed by the Company for the payment of defaulted interest.  If no special Record Date is required to be
established pursuant to the immediately preceding sentence, (i) in the
case of Definitive Notes, Holders of record on the original Record Date shall
be entitled to such payment of defaulted interest and any such interest payable
on the defaulted interest and (ii) in the case of Global Notes, Holders on
the Default Interest Payment Date (as defined in the next sentence) shall be
entitled to such defaulted interest and any such interest payable on the
defaulted interest.  The Company shall
notify the Trustee and Paying Agent in writing of the amount of defaulted
interest proposed to be paid on each Note and the date of the proposed payment
(a Default Interest Payment Date), and at the same time the Company
shall deposit with the Trustee or Paying Agent an amount of money equal to the
aggregate amount proposed to be paid in respect of such defaulted interest or
shall make arrangements satisfactory to the Trustee or Paying Agent for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such defaulted
interest as in this Section 2.13; provided,
however, that in no event shall the Company deposit monies proposed
to be paid in respect of defaulted interest later than 10:00 a.m. New York
City time on the Business Day immediately preceding the proposed Default
Interest Payment Date with respect to defaulted interest to be paid on the
Note.  In the case of Definitive Notes,
at least 15 days before the subsequent special Record Date, if applicable,
the Company shall deliver to Holders in accordance with Section 11.2 a
notice that states the subsequent special Record Date, the payment date and the
amount of defaulted interest, and interest payable on such defaulted interest,
if any, to be paid.  In the case of
Global Notes, at least 15 days before the Default Interest Payment Date, the
Company shall deliver to Holders in accordance with Section 11.2 a notice
that states the Default Interest Payment Date, the payment date and the amount
of defaulted interest, and interest payable on such defaulted interest, if any,
to be paid.  SECTION 2.14 
CUSIP, ISIN and Common Code Numbers. 
The Company in issuing the Notes may use a CUSIP, ISIN
or Common Code number, and if so, the Trustee shall use the CUSIP,
ISIN and Common Code number in notices of redemption or exchange as a
convenience to  39


Holders; provided, however,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP, ISIN and Common Code number printed in
the notice or on the Notes, and that reliance may be placed only on the other identification
numbers printed on the Notes.  The
Company shall promptly notify the Trustee in writing of any change in any
CUSIP, ISIN or Common Code number.  SECTION 2.15 
Deposit of Moneys.  Prior to 10:00 a.m.
New York City time on the Business Day immediately preceding each interest
payment date and Maturity Date, the Company shall have deposited with the
Trustee or its designated Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such interest payment date or
Maturity Date, as the case may be, on all Notes then outstanding.  Such payments shall be made by the Company in
a timely manner which permits the Paying Agent to remit payment to the Holders
on such Interest Payment Date or Maturity Date, as the case may be.  The Company shall, prior to 10:00 a.m.
New York City time on the second Business Day prior to the date on which the
Paying Agent receives payment, procure that the bank effecting payment for it
confirms by tested telex or SWIFT MT100 message to the Paying Agent that an
irrevocable payment instruction has been given.  SECTION 2.16 
Certain Matters Relating to Global Notes.  (a)  Members of or participants in
a Clearing Agency (Agent Members) shall have no rights under this
Indenture with respect to any Global Note held by the Book-Entry Depositary or
its custodian, or under the Global Note, and the Book-Entry Depositary or its
custodian may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of the Global Note for all
purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Book-Entry Depositary or impair,
as between the Clearing Agency and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.  (b)The Holder of any Global Note may grant
proxies and otherwise authorize any person, including the Clearing Agency and
their Agent Members and persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Indenture or
the Notes.  SECTION 2.17 
Interest.  Interest accrued on the
Notes will be payable semi-annually in arrears on April 1 and October 1,
commencing April 1, 2005.  In the
case of Definitive Notes, which will be in registered form, the Company will
make each interest payment to Holders of record on the immediately preceding March 15
and September 15.  In the case of
Global Notes, which will be in bearer form, the Company will make each interest
payment to the bearer thereof on the interest payment date.  Rights of holders of beneficial interests to
receive such payments will be subject to applicable procedures of the
Book-Entry Depositary and DTC, as applicable.  Interest accrued on all Notes then outstanding will
be payable in cash.  40


ARTICLE IIIREDEMPTION  SECTION 3.1 
Optional Redemption.  The Notes
may be redeemed, as a whole or from time to time in part, upon the terms and at
the redemption prices set forth in each of the Notes.  Any redemption pursuant to this Section 3.1
shall be made pursuant to the provisions of this Article III.  SECTION 3.2 
Notices to Trustee.  If the
Company elects to redeem Initial Notes pursuant to Paragraphs 8 or 9 of
such Notes or Exchange Notes pursuant to Paragraphs 7 or 8 thereof, it shall
notify the Trustee in writing of the Redemption Date and the principal amount
of Notes to be redeemed at least 35 days but not more than 60 days before the
Redemption Date (or such shorter period as may be acceptable to the
Trustee).  The Company shall give notice
of redemption as required under the relevant paragraph of the Notes pursuant to
which such Notes are being redeemed.  SECTION 3.3
Selection of Notes to Be Redeemed. 
If less than all of the Notes are to be redeemed at any time, selection
of such Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which
such Notes are listed, and/or in compliance with the requirements of the
Clearing Agency, or if such Notes are not so listed or such exchange prescribes
no method of selection and the Notes are not held through a Clearing Agency or
such Clearing Agency prescribes no method of selection, on a pro rata basis, by lot; provided, however, that the Trustee may
select for redemption portions of the principal amount of Notes that have
denominations larger than $1,000.  In the
event of partial redemption by lot, the particular Notes to be redeemed shall
be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the Redemption Date by the Trustee from the outstanding Notes not
previously called for redemption.  SECTION 3.4 
Notice of Redemption.  At least 30
days but not more than 60 days before a Redemption Date, the Company shall
deliver to Holders in accordance with Section 11.2, a notice of
redemption.  At the Companys request
made at least 35 days before the Redemption Date (or such shorter period as may
be acceptable to the Trustee), the Trustee shall give the notice of redemption
in the Companys name and at the Companys expense; provided, however, that the Company shall deliver to the
Trustee an Officers Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
following items.  Each notice for
redemption shall identify the Notes to be redeemed and shall state:  (a) the Redemption Date;  (b) the Redemption Prices and the amount of
accrued and unpaid interest, if any, and Additional Amounts, if any, to be paid
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest and Additional Amounts, if any, due on the
relevant interest payment date);  (c) the name and address of the Paying Agent;  (d) that Notes called for redemption must be
surrendered to the Paying Agent to collect the Redemption Price plus accrued
and unpaid interest, if any, and Additional Amounts, if any;  41


(e) that, unless the Company defaults in making
the redemption payment, interest and Additional Amounts, if any, on Notes
called for redemption cease to accrue on and after the Redemption Date, and the
only remaining right of the Holders of such Notes is to receive payment of the
Redemption Price upon surrender to the Paying Agent of the Notes redeemed;  (f) (i) if any Global Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the Redemption Date, interest and Additional Amounts,
if any, shall cease to accrue on the portion called for redemption, and upon
surrender of such Global Note, the Global Note with a notation on Schedule A
thereof adjusting the principal amount thereof to be equal to the unredeemed
portion, will be returned and (ii) if any Definitive Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed, and that, after the Redemption Date, upon surrender of such
Definitive Note, a new Definitive Note or Notes in aggregate principal amount
equal to the unredeemed portion thereof will be issued in the name of the
Holder thereof, upon cancellation of the original Note;  (g) if fewer than all the Notes are to be
redeemed, the identification of the particular Notes (or portion thereof) to be
redeemed, as well as the aggregate principal amount of Notes to be redeemed and
the aggregate principal amount of Notes to be outstanding after such partial
redemption;  (h) the paragraph of the Notes pursuant to which
the Notes are to be redeemed; and  (i) the CUSIP, ISIN or Common Code number, and
that no representation is made as to the correctness or accuracy of the CUSIP,
ISIN or Common Code number, if any, listed in such notice or printed on the
Notes.  SECTION 3.5 
Effect of Notice of Redemption. 
Once notice of redemption is given in accordance with Section 3.4,
Notes called for redemption become due and payable on the Redemption Date and
at the Redemption Price plus accrued and unpaid interest, if any, and
Additional Amounts, if any.  Upon
surrender to the Trustee or Paying Agent, such Notes called for redemption
shall be paid at the Redemption Price (which shall include accrued and unpaid
interest thereon, if any, and Additional Amounts, if any, to the Redemption
Date), but (in the case of Definitive Notes) installments of interest, the
maturity of which is on or prior to the Redemption Date, shall be payable to
Holders of record at the close of business on the relevant Record Dates.  SECTION 3.6 
Deposit of Redemption Price. 
Prior to 10:00 a.m. New York City time on the Business Day
immediately preceding the Redemption Date, the Company shall deposit with the
Trustee or its designated Paying Agent cash in U.S. Dollars sufficient to pay
the Redemption Price plus accrued and unpaid interest, if any, and Additional
Amounts, if any, of all Notes to be redeemed on that date.  The Paying Agent shall promptly return to the
Company any cash in U.S. Dollars so deposited which is not required for that
purpose upon the written request of the Company. The Company shall, prior to
10:00 a.m. New York City time on the second Business Day prior to the date
on which the Paying Agent receives payment, procure that the bank effecting
payment for it confirms by tested telex or SWIFT MT100 message to the Paying
Agent that an irrevocable payment instruction has been given.  If the Company complies with
the preceding paragraph, then, unless the Company defaults in the payment of
such Redemption Price plus accrued and unpaid interest, if any, Additional
Amounts, if any, interest and Additional Amounts, if any, on the Notes to be
redeemed will cease to accrue on  42


and
after the applicable Redemption Date, whether or not such Notes are presented
for payment.  With respect to Definitive
Notes, if a Definitive Note is redeemed on or after an interest Record Date but
on or prior to the related interest payment date, then any accrued and unpaid
interest and Additional Amounts, if any, shall be paid to the Person in whose
name such Note was registered at the close of business on such Record
Date.  If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of
the Company to comply with the preceding paragraph, interest and Additional
Amounts, if any, shall be paid on the unpaid principal, from the Redemption
Date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.1.  SECTION 3.7
Notes Redeemed in Part.  Upon
surrender and cancellation of a Definitive Note that is redeemed in part, the
Company shall execute and upon receipt of a Company Order the Trustee shall
authenticate for the Holder (at the Companys expense) a new Definitive Note
equal in principal amount to the unredeemed portion of the Definitive Note
surrendered and canceled; provided, however,
that each such Definitive Note shall be in a principal amount at maturity of
$1,000 or an integral multiple thereof. 
Upon surrender of a Global Note that is redeemed in part, the Paying
Agent shall forward such Global Note to the Trustee who shall make a notation
on Schedule A thereof to reduce the principal amount of such Global Note
to an amount equal to the unredeemed portion of the Global Note surrendered; provided, however, that each such Global
Note shall be in a principal amount at maturity of $1,000 or an integral
multiple thereof.  ARTICLE IVCOVENANTS  SECTION 4.1 
Payment of Notes.  (a)  The
Company shall pay the principal, premium, if any, interest and Additional
Amounts, if any, on the Notes in the manner provided in such Notes and this
Indenture.  An installment of principal
of or interest on the Notes shall be considered paid on the date it is due if
the Trustee or Paying Agent holds prior to 10:00 a.m. New York City time
on that date money deposited by the Company in immediately available funds and
designated for, and sufficient to pay the installment in full and is not
prohibited from paying such money to the Holders pursuant to the terms of this
Indenture.  (b)The Company shall pay, to the extent such
payments are lawful, interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and on overdue
installments of interest (without regard to any applicable grace periods) on
any Additional Amounts from time to time on demand at the rate borne by the
Notes plus 1.5% per annum.  Interest will
be computed on the basis of a 360-day year comprised of twelve 30-day
months.  SECTION 4.2
Maintenance of Office or Agency. 
The Company shall maintain the office or agency (which office may be an
office of the Trustee or an affiliate of the Trustee, Registrar or
co-Registrar) required under Section 2.3 where Notes may be surrendered
for registration of transfer or for exchange and where notices and demands to
or upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time
the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 11.2. 
The Company hereby initially designates the office of National
Registered Agents, Inc., located at 875 Avenue of the Americas, Suite 501,
New York, New York,  43


10001, as its office or agency outside Ireland as required under Section 2.3
hereof.  If the Notes are listed on the
Luxembourg Stock Exchange and the rules of such exchange so require, the
Company will appoint Deutsche Bank Luxembourg S.A., or such other Person
located in Luxembourg and reasonably acceptable to the Trustee, as an
additional paying and transfer agent. 
The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company.  SECTION 4.3 
Limitation on Indebtedness.  (a)  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, incur, and incurrence shall have a correlative meaning)
any Indebtedness (including Acquired Debt); and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock; provided,
however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and
any of the Companys Restricted Subsidiaries may incur Acquired Debt and Non-Public
Indebtedness, if (i) the Fixed Charge Coverage Ratio for the Companys
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
additional Indebtedness is incurred would have been at least 2.0 to l.0,
determined on a pro forma basis
(including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred or the Preferred Stock or Disqualified Stock had been issued,
as the case may be, at the beginning of such four-quarter period and (ii) no
Default or Event of Default will have occurred or be continuing or would occur
as a consequence thereof.  (b)Section 4.3(a) hereof will not
prohibit the incurrence of any of the following items of Indebtedness
(collectively, Permitted Debt):  (1)the incurrence by the Company or a Restricted
Subsidiary of Indebtedness under Credit Facilities and letters of credit under
Credit Facilities in an aggregate principal amount at any one time outstanding
under this Section 4.3(b)(1) (with letters of credit being deemed to
have a principal amount equal to the face amount) not to exceed
2.525 billion less the outstanding amount of Specified Existing
Indebtedness (to the extent and for so long as such Specified Existing
Indebtedness remains outstanding) and less the aggregate amount of all Net
Proceeds of Asset Sales that have been applied by the Company or any of its
Restricted Subsidiaries since the date of this Indenture to permanently repay
Indebtedness under a Credit Facility pursuant to Section 4.14; provided that the amount of Indebtedness
permitted to be incurred pursuant to Credit Facilities in accordance with this Section 4.3(b)(1) shall
be in addition to any Indebtedness permitted to be incurred pursuant to Credit
Facilities, in reliance on, and in accordance with, Sections 4.3(b)(4) and
4.3(b)(18) below or Section 4.3(a);  (2)the incurrence by the Company and its
Restricted Subsidiaries of the Existing Indebtedness;  (3)the incurrence by the Company of Indebtedness
represented by the Notes to be issued on the date of this Indenture (but
expressly excluding any Additional Notes issued from time to time under this
Indenture) and the Exchange Notes to be issued pursuant to the Registration
Rights Agreement;  (4)the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations,
mortgage financings or purchase money obligations)  44


incurred for the purpose of financing all or any
part of the purchase price or cost of construction or improvement of property,
plant or equipment used in the business of the Company or such Restricted
Subsidiary, in an aggregate principal amount (which amount may, but need not
be, incurred in whole or in part under Credit Facilities), including all
Permitted Refinancing Indebtedness incurred to refund, refinance, replace,
amend, restate, modify or renew, in whole or in part, any Indebtedness incurred
pursuant to this Section 4.3(b)(4), not to exceed the greater of 3.50% of
Total Assets as of the date of incurrence and 50.0 million at any time
outstanding;  (5)the incurrence by the Company or any of its
Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to refund, refinance, replace, amend,
restate, modify or renew, in whole or in part, Indebtedness (other than
intercompany Indebtedness) that was permitted to be incurred under Sections
4.3(a), 4.3(b)(2) (other than Specified Existing Indebtedness and the
Remaining 15.5% Subordinated Notes), 4.3(b)(3) or 4.3(b)(18);  (6)the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness between or among the
Company and /or any of its Restricted Subsidiaries; provided, however,
that each of the following shall be deemed, in each case, to constitute an
incurrence of such Indebtedness by the Company or such Restricted Subsidiary,
as the case may be, that was not permitted by this Section 4.3(b)(6):  (i)any subsequent issuance or transfer of Equity
Interests or any other event that results in any such Indebtedness being held
by a Person other than the Company or a Restricted Subsidiary thereof; and  (ii)any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted
Subsidiary thereof;  and provided
further that if the Company is the obligor on such Indebtedness,
such Indebtedness is expressly subordinated to the prior payment in full in
cash of all obligations with respect to the Notes;  (7)the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations that are incurred for the
purpose of fixing or hedging interest rate risk with respect to any floating or
fixed rate Indebtedness that is permitted by the terms hereof to be outstanding
and the incurrence of Indebtedness under Other Hedging Agreements providing
protection against fluctuations in currency values or in the price of energy,
commodities and raw materials in connection with the Companys or any of its
Restricted Subsidiaries operations so long as management of the Company or
such Restricted Subsidiary, as the case may be, has determined that the
entering into of such Other Hedging Agreements are bona fide hedging activities;  (8)the guarantee by the Company or a Restricted
Subsidiary of the Company of Indebtedness of a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this Section 4.3;  (9)the incurrence by the Companys Unrestricted
Subsidiaries of Non-Recourse Debt, provided,
however, that if any such
Indebtedness ceases to be Non-Recourse Debt of an  45


Unrestricted Subsidiary, such event shall be deemed
to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the
Company that was not permitted by this Section 4.3(b)(9);  (10)the accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any Indebtedness
in the form of additional Indebtedness with the same terms, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock will not be deemed to be an incurrence of
Indebtedness for purposes of this Section 4.3; provided, in each such case, that the amount thereof is
included in Fixed Charges of the Company as accrued;  (11)the incurrence of Indebtedness arising from
agreements of the Company or a Restricted Subsidiary providing for indemnification,
adjustment of purchase price or similar obligations, in each case, incurred or
assumed in connection with the disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or a Subsidiary for the
purpose of financing such acquisition; provided,
however, that (a) such
Indebtedness is not reflected on the balance sheet of the Company or any
Restricted Subsidiary (contingent obligations referred to in a footnote to
financial statements and not otherwise reflected on the balance sheet will not
be deemed to be reflected on such balance sheet for purposes of this Section 4.3(b)(11)(a))
and (b) the maximum assumable liability in respect of all such Indebtedness
shall at no time exceed the gross proceeds including noncash proceeds (the fair
market value of such noncash proceeds being measured at the time received and
without giving effect to any subsequent changes in value) actually received by
the Company and its Restricted Subsidiaries in connection with such
disposition;  (12)the incurrence of obligations in respect of
performance and surety bonds and completion guarantees provided by the Company
or any of its Restricted Subsidiaries in the ordinary course of business;  (13)the incurrence of Indebtedness consisting of
guarantees of loans or other extensions of credit made to or on behalf of
officers, directors, employees or consultants of the Company or a Restricted
Subsidiary (other than officers, directors, employees or consultants of Madison
Dearborn Partners, L.L.C., and its Affiliates (other than officers, directors
or employees of the Company)) for the purpose of permitting such persons to
purchase Equity Interests of Parent, in an amount not to exceed
20 million at any one time outstanding;  (14)the incurrence of Indebtedness by a
Receivables Subsidiary in a Qualified Receivables Transaction that is not
recourse to the Company or any of its Subsidiaries (except for Standard
Securitization Undertakings); provided
that the aggregate principal amount of Indebtedness outstanding under this Section 4.3(b)(14)
and Section 4.3(b)(1) does not exceed  2.525 billion less
Specified Existing Indebtedness (to the extent and for so long as such
Specified Existing Indebtedness remains outstanding) and less the aggregate
amount of all Net Proceeds of Asset Sales that have been applied by the Company
or any of its Restricted Subsidiaries since the date hereof to permanently
repay Indebtedness under a Credit Facility pursuant to Section 4.14;  (15)the incurrence of Indebtedness by any one or
more Restricted Subsidiaries of the Company of Other Foreign Subsidiary
Indebtedness not to exceed 50.0 million in the aggregate at any one time
outstanding;  46


(16)the incurrence of Indebtedness in the
ordinary course of business by any bank or financial institution permitted
under the Senior Credit Agreement (each, an Approved
Bank) to facilitate the operation of bank accounts of the Company
and its Restricted Subsidiaries maintained with such Approved Bank on a net
balance basis where such balances arise in connection with ordinary banking
arrangements to manage cash balances of the Company and its Restricted
Subsidiaries as a group and not for the purpose of obtaining net external
financing;  (17)Indebtedness of the Company or Non-Public
Indebtedness of a Restricted Subsidiary incurred in connection with the
acquisition of all of the Capital Stock or all or substantially all of the
assets of a Permitted Business up to an amount equal to 100% of the net cash
proceeds received by the Company from the issuance or sale (other than to a
Subsidiary) of its Capital Stock (other than Disqualified Stock) or otherwise
contributed to the capital of the Company (other than Capital Stock owned by
any Person (including a holding company) to the extent the purchase of such
Capital Stock is financed directly or indirectly (including, in the case of a
holding company, by financing the purchase price of such holding companys Capital
Stock) with the proceeds of loans or advances from the Company or a Restricted
Subsidiary until such loans or advances are repaid in cash), in each case,
subsequent to the date hereof; provided,
however, that any such net cash proceeds that are so received or
contributed (i) shall be excluded for purposes of making Restricted
Payments under Section 4.4(a)(3)(ii) and Section 4.4(b)(2) and
(ii) shall not constitute an Excluded Contribution; and  (18)the incurrence by the Company or any
Restricted Subsidiary of additional Indebtedness in an aggregate principal
amount (or accreted value, as applicable) (which amount may, but need not be,
incurred in whole or in part under the Credit Facilities) at any time
outstanding, including all Permitted Refinancing Indebtedness incurred under Section 4.3(b)(5) to
refund, refinance, replace, amend, restate, modify or renew, in whole or in
part, any Indebtedness incurred pursuant to this Section 4.3(b)(18), not
to exceed 150.0 million.  (c)Neither the Company nor any Restricted
Subsidiary will incur any Indebtedness under Section 4.3(b) if the
proceeds thereof are used, directly or indirectly, to refinance any
Subordinated Obligations of the Company unless such Indebtedness will be
subordinated to the Notes to at least the same extent as such Subordinated
Obligations.  (d)For purposes of determining compliance with
this Section 4.3, in the event that an item of proposed Indebtedness meets
the criteria of more than one of the categories of Permitted Debt described in
Sections 4.3(b)(1) through (18), or is entitled to be incurred pursuant to
Section 4.3(a), the Company will be permitted to classify or later
reclassify such item of Indebtedness in any manner that complies with this
covenant; provided that
Indebtedness under the Senior Credit Agreement shall be incurred only in
reliance on the exception provided by Section 4.3(b)(1).  The amount of Indebtedness issued at a price
that is less than the principal amount thereof will be equal to the amount of
the liability in respect thereof determined in accordance with GAAP.  (e)For purposes of determining compliance with
any euro-denominated restriction on the incurrence of Indebtedness, the
euro-equivalent principal amount of Indebtedness denominated in a non-euro currency
shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was incurred, in the case of term Indebtedness, or
first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is
incurred to refinance other Indebtedness denominated in a non-euro currency,
and such refinancing would cause the applicable  47


euro-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such
euro-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed the
principal amount of such Indebtedness being refinanced. The principal amount of
any Indebtedness incurred to refinance other Indebtedness, if incurred in a
different currency from the Indebtedness being refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
Permitted Refinancing Indebtedness is denominated that is in effect on the date
of such refinancing.  SECTION 4.4 
Limitation on Restricted Payments 
(a)   The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly:  (i) declare or pay any dividend or make
any other payment or distribution on account of the Companys or any of its
Restricted Subsidiaries Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Companys or any of its Restricted Subsidiaries Equity Interests in their
capacity as such (other than dividends or distributions payable (A) in
Equity Interests (other than Disqualified Stock) of the Company or (B) to
the Company or a Restricted Subsidiary of the Company); (ii) purchase,
redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger or consolidation involving the Company) any
Equity Interests of the Company or any direct or indirect parent of the
Company; (iii) make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness of
the Company that is by its terms expressly subordinated to the Notes, except a
payment of interest or principal at the Stated Maturity thereof; or (iv) make
any Restricted Investment (all such payments and other actions set forth in
clauses (a)(i) through (a)(iv) being collectively referred to as Restricted Payments), unless, at the time
of and after giving effect to such Restricted Payment:  (1)no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof; and  (2)the Company would, at the time of such
Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least 1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.3(a); and  (3)such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Company and its
Restricted Subsidiaries after the date hereof (excluding Restricted Payments
permitted by Sections 4.4(b)(2), 4.4(b)(3), 4.4(b)(4), 4.4(b)(6) and
4.4(b)(8)), is less than the sum, without duplication, of:  (i)50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the beginning of
the first fiscal quarter commencing after the date hereof to the end of the
Companys most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus  (ii)100% of the aggregate net cash proceeds
received by the Company since the date hereof as a contribution to its common
equity capital or from the  48


issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or from the issue or sale of Disqualified Stock or debt
securities of the Company that, in either case, have been converted into or
exchanged for Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company or an employee
stock ownership plan or similar trust or any other Person to the extent such
sale to an employee stock ownership plan or similar trust or other Person is
financed by loans from or guaranteed by the Company or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior to the date
of determination), together with the net cash proceeds received by the Company
upon such conversion or exchange, if any, less the amount of cash or other
property distributed by the Company upon any such conversion or exchange, if
any; provided, however, that any
such net cash proceeds shall be excluded for purposes of incurring Indebtedness
under Section 4.3(b)(17) and for purposes of making Restricted Payments
under Section 4.4(b)(2) and shall not constitute an Excluded
Contribution; plus  (iii)to the extent that any Restricted Investment
that was made after the date hereof is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (A) the cash return of capital with respect
to such Restricted Investment (less the cost of disposition, if any) and (B) the
initial amount of such Restricted Investment; provided,
however, that no amount will be included under this clause (iii) to
the extent it is already included in Consolidated Net Income.  (b)The provisions of Section 4.4(a) will
not prohibit:  (1)the payment of any dividend within
60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of this
Indenture;  (2)the redemption, repurchase, retirement,
defeasance or other acquisition of any subordinated Indebtedness of the Company
or of any Equity Interests of the Company in exchange for, or out of the net
cash proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Company or to an employee stock ownership plan or similar
trust or other Person to the extent such sale is financed by loans from or
guaranteed by the Company or any Restricted Subsidiary unless such loans have
been repaid with cash on or prior to the date of determination) of, Equity
Interests of the Company (other than Disqualified Stock); provided that the amount of any such net
cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded for purposes of
incurring Indebtedness under Section 4.3(b)(17) and for purposes of making
Restricted Payments under Section 4.4(a)(3)(ii) and shall not
constitute an Excluded Contribution;  (3)the defeasance, redemption, repurchase or
other acquisition of subordinated Indebtedness of the Company with the net cash
proceeds from an incurrence of subordinated Indebtedness of the Company that is
Permitted Refinancing Indebtedness;  (4)the payment of any dividend by a Restricted
Subsidiary of the Company to the holders of its common Equity Interests on a pro ratabasis;  49


(5)so long as no Default has occurred and is
continuing or would be caused thereby, the repurchase, redemption or other
acquisition or retirement for value (or any dividend or distribution made to
fund such repurchase, redemption or retirement for value) of any Equity
Interests of the Company or any Restricted Subsidiary of the Company or Parent
held by any current or former officers, directors or employees of the Company
(or any of its Restricted Subsidiaries or of Parent) pursuant to any management
equity subscription agreement, stock option agreement, stock plan or similar
agreement other than any such agreement or plan with Madison Dearborn Partners,
L.L.C., or its Affiliates or Persons who are officers, directors, employees or
consultants of Madison Dearborn Partners, L.L.C., or its Affiliates (other than
Persons who are officers, directors or employees of the Company); provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed 5.0 million in any calendar year; provided
further that (i) the Company may carry forward and make in a
subsequent calendar year, in addition to the amounts permitted for such
calendar year, the amount of such purchases, redemptions or other acquisitions
or retirements for value permitted to have been made but not made in any
preceding calendar year up to a maximum of 20.0 million in any calendar
year pursuant to this Section 4.4(b)(5), (ii) that such amount in any
calendar year may be increased by the cash proceeds of key man life insurance
policies received by the Company and its Restricted Subsidiaries after the date
of this Indenture less any amount previously applied to the payment of
Restricted Payments pursuant to this Section 4.4(b)(5), and (iii) that
cancellation of the Indebtedness owing to the Company from employees, officers,
directors and consultants of the Company or any of its Restricted Subsidiaries
in connection with a repurchase of Equity Interests of the Company from such
Persons shall be permitted under this Section 4.4(b)(5) as if it were
a repurchase, redemption, acquisition or retirement for value subject hereto;  (6)repurchases of Equity Interests of the
Company deemed to occur upon exercise of stock options to the extent Equity
Interests represent a portion of the exercise price of such options;  (7)cash payments, advances, loans or expense
reimbursements made to Parent to permit Parent to pay (i) general
operating expenses (other than management, consulting or similar fees payable
to Affiliates of the Company), accounting, legal, corporate reporting and
administrative expenses incurred in the ordinary course of its business in an
amount not to exceed 2.0 million in the aggregate in any fiscal year and (ii) any
taxes, duties or similar governmental fees of Parent to the extent such tax
obligations are directly attributable to its ownership of the Company and its
Restricted Subsidiaries;  (8)Investments that are made with Excluded
Contributions; provided that such
Excluded Contribution shall not be used to make Restricted Payments pursuant to
Section 4.4(a)(3)(ii) or Section 4.4(b)(2) nor shall it be
used for purposes of incurring Indebtedness under Section 4.3(b)(17);  (9)the acquisition or retirement of Disqualified
Stock, either:  (i)solely in exchange for shares of Disqualified
Stock of the Company; or  (ii)through the application of net proceeds of a
substantially concurrent sale of shares of Disqualified Stock of the Company
(other than Disqualified Stock issued or sold to a Subsidiary of the Company,
or any management  50


equity or an employee ownership plan or similar
trust established by the Company or any of its Subsidiaries for the benefit of
its or their employees or other Person to the extent such sale is financed by
loans to such Person from or guaranteed by the Company or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior to the date
of determination) (Refinancing Disqualified
Stock); provided
that:  (A)the Refinancing Disqualified Stock does not
mature or become mandatorily redeemable or subject to purchase pursuant to a
sinking fund obligation, upon the occurrence of certain events or otherwise
earlier than the Disqualified Stock being acquired;  (B)the amount of all obligations with respect to
the redemption, repayment or other repurchase of such Refinancing Disqualified
Stock does not exceed the amount of all obligations with respect to the
redemption, repayment or other repurchase of the Disqualified Stock being
acquired (calculated in each case in accordance with the definition of Indebtedness); and  (C)if the Disqualified Stock being acquired or
retired is issued by a Restricted Subsidiary, such Refinancing Disqualified
Stock will be issued only by such Restricted Subsidiary;  and provided,
further, that the net cash proceeds from such sale will be excluded
from Section 4.4(a)(3)(ii) to the extent utilized to acquire any
Capital Stock or subordinated Indebtedness of the Company; and  (10)so long as no Default has occurred and is
continuing or would be caused thereby, other Restricted Payments in an
aggregate amount not to exceed 35.0 million since the date of this
Indenture.  (c)The amount of all Restricted Payments (other
than cash) shall be the fair market value on the date of the Restricted Payment
of the asset(s) or securities proposed to be transferred or issued to or by the
Company or such Restricted Subsidiary, as the case may be, pursuant to the
Restricted Payment.  The fair market
value of any assets or securities that are required to be valued by this
covenant shall be determined by the Board of Directors of the Company whose
resolution with respect thereto shall be conclusive. The determination by the
Board of Directors of the Company must be based upon an opinion or appraisal
issued by an accounting, appraisal or investment banking firm of international
standing if the fair market value exceeds  40.0 million.  SECTION 4.5 
Corporate Existence.  Except as
otherwise permitted by Article V, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership, limited liability or other
existence of each of the Companys Restricted Subsidiaries in accordance with
the respective organizational documents (as the same may be amended from time
to time) of each such Person and the rights (charter and statutory) of the
Company and each of the Companys Restricted Subsidiaries; provided, however,
that the Company shall not be required to preserve any such right, or the
corporate, partnership, limited liability or other existence of any of the
Companys Restricted Subsidiaries, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer  51


desirable in the conduct of the business of the Company and each of its
Restricted Subsidiaries, taken as a whole, and that the loss thereof is not,
and will not be, adverse in any material respect to the Holders.  SECTION 4.6  
Payment of Taxes and Other Claims. 
The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon it or any of its
Restricted Subsidiaries or upon the income, profits or property of it or any of
its Restricted Subsidiaries and (ii) all lawful claims for labor,
materials and supplies which, in each case, if unpaid, might by law become a
material liability or Lien upon the property of it or any of its Restricted
Subsidiaries; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and for which appropriate
provision has been made in accordance with GAAP.  SECTION 4.7 
Maintenance of Properties and Insurance. 
(a)  The Company shall cause all material properties owned by
or leased by it or any of its Restricted Subsidiaries useful and necessary to
the conduct of its business or the business of any of its Restricted
Subsidiaries to be improved or maintained and kept in normal condition, repair
and working order and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in its judgment may
be necessary, so that the business carried on in connection therewith may be
properly conducted at all times; provided,
however, that nothing in this Section 4.7
shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing the use, operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the
judgment of the Board of Directors or of the board of directors of any
Restricted Subsidiary of the Company concerned, or of an officer (or other
agent employed by the Company or of any of its Subsidiaries) of the Company or
any of its Restricted Subsidiaries having managerial responsibility for any
such property, desirable in the conduct of the business of the Company or any
Restricted Subsidiary of the Company, and if such discontinuance or disposal is
not adverse in any material respect to the Holders.  (b)To the extent available at commercially
reasonable rates, the Company shall maintain, and shall cause its Subsidiaries
to maintain, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and co-insurance
provisions, as are customarily carried by similar businesses of similar size.  SECTION 4.8
Limitation on Layering.  The
Company will not incur any Indebtedness if such Indebtedness is subordinate or
junior in ranking in any respect to any Senior Debt unless such Indebtedness is
Pari Passu Debt or is contractually subordinated in right of payment to Pari
Passu Debt; provided, however,
that no Indebtedness of the Company shall be deemed to be subordinated or
junior in ranking in right of payment to any other Indebtedness of the Company
solely by virtue of being unsecured.  SECTION 4.9 
Compliance with Laws.  The Company
shall comply with all applicable statutes, rules, regulations, orders of the
relevant jurisdiction in which they are incorporated or organized and/or in
which they carry on business, all political subdivisions thereof, and of any
relevant governmental regulatory authority, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for such noncompliances as would not in the  52


aggregate have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries taken as a whole.  SECTION 4.10 
Limitation on Liens.  The Company
will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) of any kind on any asset now owned or hereafter acquired
securing any Pari Passu Debt or Subordinated Obligations unless
contemporaneously with the incurrence of such Liens all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer
secured by a Lien.  SECTION 4.11 
Waiver of Stay; Extension or Usury Laws. 
The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of and/or interest on the Notes as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture, and (to the extent
that it may lawfully do so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.  SECTION 4.12 
Limitation on Sale/Leaseback Transactions.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction; provided that the
Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:  (1)either (a) the Company or that
Restricted Subsidiary, as applicable, could have incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction under the Fixed Charge Coverage Ratio test in Section 4.3(a) or
(b) the Net Proceeds of such sale and leaseback transaction are applied to
repay outstanding Senior Debt and, if such Senior Debt repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect
thereto; and  (2)the transfer of assets in that sale and
leaseback transaction is permitted by, and the Company applies the Net Proceeds
of such transaction in compliance with, Section 4.14.  SECTION 4.13
Limitation on Restrictions on Distributions from Restricted Subsidiaries.  (a)  The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:  (1)pay dividends or make any other distributions
on its Capital Stock to the Company or any of its Restricted Subsidiaries, or
with respect to any other interest or participation in, or measured by, its
profits, or pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries;  (2)make loans or advances to the Company or any
of its Restricted Subsidiaries; or  53


(3)transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.  (b)However, Section 4.13(a) will not
apply to encumbrances or restrictions existing under or by reason of:  (1)Existing Indebtedness as in effect on the
date hereof;  (2)this Indenture or the Notes;  (3)applicable law, rules or regulations;  (4)any instrument governing Indebtedness
(including Acquired Debt) or Capital Stock of a Person acquired by the Company
or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred;  (5)non-assignment provisions in leases, licenses
or similar agreements entered into in the ordinary course of business and
consistent with past practices;  (6)purchase money obligations for property
acquired in the ordinary course of business that impose restrictions on the
property so acquired of the nature described in Section 4.13(a)(3);  (7)any agreement for the sale or other
disposition of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition;  (8)Liens securing Indebtedness that limit the
right of the debtor to dispose of the assets subject to such Lien;  (9)provisions with respect to the disposition or
distribution of assets or property in joint venture agreements, asset sale
agreements, stock sale agreements and other similar agreements entered into in
the ordinary course of business;  (10)restrictions on cash or other deposits or net
worth imposed by customers under contracts entered into in the ordinary course
of business;  (11)the Senior Credit Agreement and related
agreements as in effect on the date of this Indenture;  (12)restrictions on the transfer of assets
subject to any Lien permitted under this Indenture imposed by the holder of
such Lien;  (13)encumbrances or restrictions existing under
or arising pursuant to Credit Facilities entered into in accordance with this
Indenture; provided that the
encumbrances or restrictions in such Credit Facilities are not materially more
restrictive to the borrower than those  54


applicable to the borrower under the Senior Credit
Agreement as in effect on the date of this Indenture (other than encumbrances
or restrictions in Credit Facilities entered into by a Restricted Subsidiary of
the Company to finance some or all of the purchase price of a Restricted
Subsidiary and which only apply to the Restricted Subsidiary so acquired and
such Restricted Subsidiarys assets);  (14)any Purchase Money Note or other Indebtedness
or other contractual requirements of a Receivables Subsidiary in connection
with a Qualified Receivables Transaction; provided
that such restrictions apply only to such Receivables Subsidiary;  (15)encumbrances or restrictions under
Indebtedness incurred by the Restricted Subsidiaries owning the assets that
comprise the Kildare Hotel and Country Club, which encumbrance or restriction
is not applicable to any other Persons or the property or assets of any other
Person; provided that such
Indebtedness was permitted by the terms of this Indenture; and  (16)any encumbrances or restrictions imposed by
any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of the contracts, instruments or obligations
referred to in Sections 4.13(b)(1) through (15); provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Board of
Directors of the Company, not materially more restrictive with respect to such
dividend and other payment restrictions than those contained in the dividends
or other payment restrictions prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or
refinancing.  SECTION 4.14 
Limitation on Asset Sales.  (a)  The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:  (1)the Company (or the Restricted Subsidiary, as
the case may be) receives consideration at the time of such Asset Sale which,
taken as a whole, is at least equal to the fair market value of the assets or
Equity Interests issued or sold or otherwise disposed of;  (2)such fair market value is determined by the
Board of Directors of the Company and evidenced by a resolution of the Board of
Directors of the Company set forth in an Officers Certificate delivered to the
Trustee; and  (3)at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of cash or
Cash Equivalents or Marketable Securities. For purposes of this provision, each
of the following shall be deemed to be cash:  (i)any liabilities (as shown on the Companys or
such Restricted Subsidiarys most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes) that are assumed by the
transferee of any such assets;  (ii)any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are converted, sold or  55


exchanged by the Company or such Restricted
Subsidiary into cash or Cash Equivalents within 90 days of the related
Asset Sale (to the extent of the cash received in that conversion); or  (iii)any Designated Noncash Consideration received
by the Company or any of its Restricted Subsidiaries in such Asset Sale having
an aggregate fair market value, taken together with all other Designated
Noncash Consideration received since the date of this Indenture pursuant to
this Section 4.14(a)(3)(iii) that is at that time outstanding, not to
exceed 10% of Total Assets at the time of the receipt of such Designated
Noncash Consideration (with the fair market value of each item of Designated
Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value).  (b)Within 365 days after the receipt of any
Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its
option:  (1)to repay Senior Debt and, if such Senior Debt
repaid is revolving credit Indebtedness, to correspondingly reduce commitments
with respect thereto;  (2)to invest in or to acquire other properties,
assets (whether through the purchase of Capital Stock of any Persons owning
such assets or otherwise) to replace the properties or assets that were the
subject of the Asset Sale or that will be used in businesses of the Company or
its Restricted Subsidiaries, as the case may be, existing at the time such
assets are sold; or  (3)to make a capital expenditure or commit, or
cause such Restricted Subsidiary to commit, to make a capital expenditure (such
commitments to include amounts anticipated to be expended pursuant to the
Companys capital investment plan as adopted by the Board of Directors of the
Company) within 24 months of such Asset Sale.  Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.  (c)Any Net Proceeds from Asset Sales that are
not applied or invested as provided in Section 4.14(a) or (b) hereof
will constitute Excess Proceeds.  On
the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds 25.0 million, the Company will make an offer (an Asset Sale
Offer) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds.  The offer price in any
Asset Sale Offer will be equal to 100% of the principal amount plus accrued and
unpaid interest and Additional Amounts, if any, to the date of purchase, and
will be payable in cash.  If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture.  If the aggregate principal
amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Notes and such other pari
passu Indebtedness shall be purchased on a pro rata basis based on the principal
amount of such Notes and such other pari
passu Indebtedness  56


tendered.  Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.  (d)The Asset Sale Offer will remain open for a
period of 20 Business Days following its commencement, except to the extent
that a longer period is required by applicable law (the Asset Sale Offer
Period).  No later than five Business
Days after the termination of the Asset Sale Offer Period (the Asset Sale
Purchase Date), the Company will purchase the principal amount of Notes and
Pari Passu Notes required to be purchased pursuant to this Section 4.14
(the Asset Sale Offer Amount) or, if less than the Asset Sale Offer Amount
has been so validly tendered, all Notes and Pari Passu Notes validly tendered
in response to the Asset Sale Offer.  (e)In the case of Definitive Notes, if the date
on which the Company purchases the principal amount of Notes as required by the
foregoing provisions is on or after an interest record date and on or before
the related interest payment date, any accrued and unpaid interest will be paid
to the Person in whose name a Note is registered at the close of business on
such record date, and no additional interest will be payable to Holders who
tender Notes pursuant to the Asset Sale Offer; in the case of Global Notes, the
Company will pay accrued and unpaid interest to the date on which the Company
purchases the principal amount of Notes to the Holder on such date.  (f)On or before the Asset Sale Purchase Date,
the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Asset Sale Offer Amount of Notes and Pari Passu Notes or portions thereof
so validly tendered and not properly withdrawn pursuant to the Asset Sale
Offer, or if less than the Asset Sale Offer Amount has been validly tendered
and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered
and not properly withdrawn. The Company will deliver to the Trustee an Officers
Certificate stating that such Notes or portions thereof were accepted for payment
by the Company in accordance with the terms of this Section 4.14 and, in
addition, the Company will deliver all certificates and notes required, if any,
by the agreements governing the Pari Passu Notes. The Company or the applicable
Paying Agent, as the case may be, will promptly (but in any case not later than
five Business Days after the Asset Sale Purchase Date) mail or deliver to each
tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case
may be, an amount equal to the purchase price of the Notes or Pari Passu Notes
so validly tendered and not properly withdrawn by such holder or lender, as the
case may be, and accepted by the Company for purchase, and the Company will
promptly issue a new Note, and the Trustee, upon delivery of an Officers
Certificate from the Company, will authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered. In addition, the Company will take any and all other
actions required by the agreements governing the Pari Passu Notes. Any Note not
so accepted will be promptly mailed or delivered by the Company to the Holder
thereof.  (g)The Company will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with each repurchase of Notes pursuant to an Asset Sale
Offer.  To the extent that the provisions
of any securities laws or regulations conflict with the Asset Sale provisions
herein, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.14
by virtue of such conflict.  (h)The Company will not, and will not permit any
Restricted Subsidiary to, engage in any Asset Swaps, unless:  57


(1)at the time of entering into such Asset Swap
and immediately after giving effect to such Asset Swap, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence
thereof;  (2)the terms of such Asset Swap have been
approved by a majority of the members of the Board of Directors of the Company;
and  (3)the Company (or the Restricted Subsidiary, as
the case may be) receives consideration at the time of such Asset Swap which,
taken as a whole, is at least equal to the fair market value of the assets
disposed of in the Asset Swap.  SECTION 4.15  
Limitation on Affiliate Transactions. 
(a)  The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an Affiliate
Transaction), unless:  (1)such Affiliate Transaction is on terms taken
as a whole that are no less favorable in any material respect to the Company or
the relevant Restricted Subsidiary than those that could have been obtained in
a comparable transaction by the Company or such Restricted Subsidiary with a
Person who is not an Affiliate; and  (2)the Company delivers to the Trustee:  (i)with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of 10.0 million, a resolution of the Board of Directors of the
Company set forth in an Officers Certificate certifying that such Affiliate
Transaction complies with this Section 4.15 and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors of the Company; and  (ii)with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of  25.0 million, an opinion as to the fairness to the Holders of
such Affiliate Transaction from a financial point of view issued by an
accounting, appraisal, investment banking or advisory firm of international
standing.  (b)The following items shall not be deemed to be
Affiliate Transactions and, therefore, will not be subject to the foregoing Section 4.15(a):  (1)any employment, consulting or similar
agreement or other compensation arrangement entered into by the Company or any
of its Restricted Subsidiaries in the ordinary course of business of the
Company or such Restricted Subsidiary excluding any such agreement or
arrangement with Madison Dearborn Partners, L.L.C., or its Affiliates or
Persons who are officers, directors, employees or consultants of Madison
Dearborn Partners, L.L.C., or its Affiliates (other than Persons who are
officers, directors or employees of the Company);  (2)transactions between or among the Company
and/or its Restricted Subsidiaries;  58


(3)transactions with a Person that is an
Affiliate of the Company solely because the Company or a Restricted Subsidiary
of the Company owns an Equity Interest in such Person or solely because the
Company or a Restricted Subsidiary of the Company has the right to designate
one or more members of the Board of Directors or similar governing body of such
Person;  (4)payment of reasonable directors fees to
Persons who are not otherwise Affiliates of the Company;  (5)sales of Equity Interests (other than
Disqualified Stock) to Affiliates of the Company;  (6)so long as there is no Default or Event of
Default that has occurred and is continuing, the payment of customary annual
fees and related expenses to Madison Dearborn Partners, L.L.C., and its
Affiliates; provided that such
fees shall not, in the aggregate, exceed  1.0 million (plus out-of-pocket
expenses) in any twelve-month period commencing after the date of this
Indenture;  (7)the payment of customary transaction,
management, consulting and advisory fees and related expenses to Madison
Dearborn Partners, L.L.C., and its Affiliates made pursuant to financial
advisory, financing, underwriting or placement agreements or in respect of
other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures, in each case, which payments are (i) reasonably
related to the services performed and (ii) approved by a majority of the
members of the Board of Directors not affiliated with Madison Dearborn
Partners, L.L.C., acting in good faith;  (8)Restricted Payments that are permitted by the
provisions of Section 4.4 and Permitted Investments;  (9)transactions described in clause (10) of
the definition of Permitted Investments;  (10)reasonable fees and expenses and compensation
paid to, and indemnity provided on behalf of, officers, directors or employees
of the Company, Parent or any Subsidiary as determined in good faith by the
Board of Directors of the Company or senior management;  (11)payments made to Parent in accordance with Section 4.4(b)(7);  (12)transactions in connection with a Qualified
Receivables Transaction;  (13)transactions with either of the Initial
Purchasers or any of their respective Affiliates;  (14)any agreement (and payments with respect
thereto) or arrangement as disclosed in the Offering Memorandum in effect on
the date of this Indenture or any transaction contemplated thereby; and  (15)any tax sharing agreement or arrangement and
payments pursuant thereto between the Company and Parent not otherwise
prohibited by this Indenture.  59


SECTION 4.16
Limitation on Sale, Prepayment or Modification of the Intercompany Loan
Agreement and the Priority Agreement.  (a)  The
Company will not, and will not permit any Restricted Subsidiary to:  (1)amend, modify, supplement or waive any rights
under the Intercompany Loan Agreement or the Priority Agreement in any manner
that would adversely affect the rights of the Company or its creditors with
respect to the Intercompany Loan Agreement or the Priority Agreement;  (2)sell or otherwise dispose of or encumber the
Intercompany Loan Agreement; or  (3)in the case of Sections 4.16(a)(1) or
(2), enter into any agreement that would have the same effect;  provided that the Intercompany Loan Agreement and the Priority Agreement may be
amended, modified, supplemented or waived to cure any ambiguity, defect or
inconsistency.  (b)The Company will not, and will not permit any
Restricted Subsidiary or any other Person that is an obligor with respect to
the loans under the Intercompany Loan Agreement to prepay, repay, repurchase,
redeem or otherwise acquire, reduce or retire the loan under the Intercompany
Loan Agreement except (i) in accordance with its terms or (ii) to
accommodate or reflect a redemption or repurchase of outstanding Notes in a
manner permitted by this Indenture.  SECTION 4.17 
Reports.  (a)  Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, for so long as any Notes are outstanding,
the Company will provide the Trustee and the Holders of the Notes with, (i) all
annual and quarterly financial information that would be required to be filed
on a Form 20-F and 10-Q (or any successor forms),
respectively, as if the Company were required to file such forms and, with
respect to the annual financial information, a report thereon by the Companys
certified independent accountants and (ii) all information that would be
required to be contained in current reports that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such
reports; provided, however, that (A) quarterly
financial information for the first and third fiscal quarters need not contain
any reconciliation to generally accepted accounting principles in the United
States but must be prepared in accordance with GAAP, (B) such quarterly
information shall be furnished within 60 days of the end of the fiscal
quarter of the Company and may be provided in a report on a Form 6-K,
(C) such annual information shall be furnished within 120 days of the
end of the fiscal year of the Company and (D) such information that would
be required to be contained in a report of Form 8-K may be provided
in a report on Form 6-K but must be submitted promptly. In addition,
whether or not required by the rules and regulations of the SEC, the
Company will file a copy of all such information and reports with the SEC for
public availability within the time periods specified in the SECs rules and
regulations (unless the SEC will not accept such a filing) beginning after the
completion of the Exchange Offer.  All
information that has been posted to the SECs EDGAR system shall be deemed to
have been provided to the Trustee and the Holders.  The Company will make such information
available to securities analysts and prospective investors upon request. The
Company will also furnish to the Holders of Notes, to prospective investors and
to securities analysts, upon the requests of such Holders, prospective
investors and securities analysts, any information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act so long as the
Notes are not freely transferable under the Securities Act by Persons not affiliates
under the Securities Act.  60


(b)If the Company has designated any of its
Subsidiaries that would be considered either individually or taken together as
a Significant Subsidiary as Unrestricted Subsidiaries, then the quarterly and
annual financial information required by Section 4.17(a) shall
include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto, and in Managements Discussion and
Analysis of Financial Condition and Results of Operations, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company.  (c) For so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such exchange so require, the
information described above in this Section 4.17 also will be made
available in Luxembourg through the offices of the Paying Agent in Luxembourg.  SECTION 4.18  
Limitation on Lines of Business. 
The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent
as would not be material to the Company and its Restricted Subsidiaries taken
as a whole.  SECTION 4.19 
Change of Control.  (a)  If
a Change of Control occurs, each Holder of Notes will have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of that Holders Notes pursuant to an offer (the Change of
Control Offer) on the terms set forth in this Indenture.  In the Change of Control Offer, the Company
will offer a payment (the Change of Control Payment) in cash equal to 101% of
the aggregate principal amount of the Notes repurchased plus accrued and unpaid
interest and Additional Amounts, if any, thereon, to the date of purchase.  Within 30 days following any Change of
Control, the Company will mail a notice to each Holder and to the Trustee
describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on a date (the Change of Control
Payment Date) specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is
mailed, pursuant to the procedures required by this Indenture and described in
such notice.  The Company will comply
with the requirements of Section 14(e) of the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.  To the
extent that the provisions of any securities laws or regulations conflict with
the Change of Control provisions of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under this Section 4.19 by virtue of such
conflict.  (b)On the Change of Control Payment Date, the
Company will, to the extent lawful:  (1)accept for payment all Notes or portions
thereof properly tendered pursuant to the Change of Control Offer;  (2)deposit with the Paying Agent an amount equal
to the Change of Control Payment in respect of all of the Notes or portions
thereof so tendered; and  (3)deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Company.  (c)The Paying Agent will promptly mail to each
Holder of Notes so tendered the Change of Control Payment for such Notes and
the Trustee, upon receipt of a Company Order, will promptly  61


authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided that each such
new Note will be in a principal amount of $1,000 or an integral multiple
thereof.  (d)In the case of Definitive Notes, if the
Change of Control Payment Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Additional Amounts, if any, will be paid to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest or
Additional Amounts, if any, will be payable to Holders who tender pursuant to
the Change of Control Offer; in the case of Global Notes, the Company will pay
accrued and unpaid interest to the Change of Control Payment Date to the Holder
on such date.  (e)The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date; provided,
that if and for so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, the Company will
publish such public announcement in Luxembourg in a daily newspaper with
general circulation in Luxembourg (which is expected to be the Luxemburger Wort).  (f)This Section 4.19 will be applicable
regardless of whether any other provisions of this Indenture are applicable.  (g)The Company will not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with this Section 4.19 applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.  SECTION 4.20 
Additional Amounts.  (a)  At
least 10 days prior to the first date on which payment of principal, premium,
if any, or interest on the Notes is to be made, and at least 10 days prior to
any subsequent such date if there has been any change with respect to the
matters set forth in the Officers Certificate described in this Section 4.20,
the Company will furnish the Trustee and the Paying Agent, if other than the
Trustee, with an Officers Certificate instructing the Trustee and the Paying
Agent whether such payment of principal, premium, if any, or interest on the
Notes (whether or not in the form of Definitive Notes) shall be made to the
Holders without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature
(collectively, Taxes) imposed or levied by or on behalf of (1) Luxembourg,
the United States, Ireland or any political subdivision or governmental
authority of any thereof or therein having power to tax, (2) any
jurisdiction from or through which payment on the Notes is made, or any
political subdivision or governmental authority thereof or therein having the
power to tax or (3) any other jurisdiction in which the Payor is organized
or otherwise considered to be a resident for tax purposes, or any political
subdivision or governmental authority thereof or therein having the power to
tax (each of clause (1), (2) and (3), a Relevant Taxing Jurisdiction),
unless the withholding or deduction of Taxes is then required by law.  (b)If any deduction or withholding for, or on
account of, any Taxes of any Relevant Taxing Jurisdiction will at any time be
required from any payments made with respect to the Notes, including payments
of principal, redemption price, interest or premium, if any, the Payor will pay
(together with such payments) such additional amounts pursuant to paragraph 3
of the Initial Notes and paragraph 2 of the Exchange Notes, as applicable (the Additional
Amounts).  62


(c)The Payor will (i) make any required
withholding or deduction and (ii) remit the full amount deducted or
withheld to the Relevant Taxing Jurisdiction in accordance with applicable
law.  The Payor will use all reasonable
efforts to obtain certified copies of tax receipts evidencing the payment of
any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction
imposing such Taxes and will provide such certified copies to each Holder.  The Payor will attach to each certified copy
a certificate stating (x) that the amount of withholding Taxes evidenced
by the certified copy was paid in connection with payments in respect of the
principal amount of Notes then outstanding and (y) the amount of such
withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such
documentation will be available for inspection during ordinary business hours
at the office of the Trustee by the Holders of the Notes upon request and will
be made available at the offices of the Paying Agent located in Luxembourg if
the Notes are then listed on the Luxembourg Stock Exchange.  (d)Wherever in this Indenture or the Notes there
are mentioned, in any context, (i) the payment of principal, (ii) purchase
prices in connection with a purchase of Notes, (iii) interest or (iv) any
other amount payable on or with respect to any of the Notes, such reference
shall be deemed to include payment of Additional Amounts as described in this
Indenture and the Notes to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.  (e)The Company shall indemnify the Trustee and
the Paying Agent for, and hold them harmless against, any loss, liability or
expense incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on
any Officers Certificate furnished to them pursuant to this Section 4.20.  (f)Obligations under this Section 4.20 will
survive any termination, defeasance or discharge of this Indenture.  SECTION 4.21 
Payment of Non-Income Taxes and Similar Charges.  The Payor will pay any present or future
stamp, court or documentary taxes, or any other excise or property taxes,
charges or similar levies which arise in any jurisdiction from the execution,
delivery or registration of any Notes or any other document or instrument
referred to therein (other than a transfer of the Notes), or the receipt of any
payments with respect to the Notes, excluding any such taxes, charges or
similar levies imposed by any jurisdiction outside Luxembourg, Ireland, the
United States or any jurisdiction in which a Paying Agent is located, other
than those resulting from, or required to be paid in connection with, the
enforcement of the Notes or any other such document or instrument following the
occurrence of any Event of Default with respect to the Notes.  SECTION 4.22 
Compliance Certificate; Notice of Default.  (a)  The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year, an Officers
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether it has
kept, observed, performed and fulfilled, and has caused each of its
Subsidiaries to keep, observe, perform and fulfill its obligations under this
Indenture and further stating, as to each such Officer signing such
certificate, that, to the best of his or her knowledge, the Company during such
preceding fiscal year has kept, observed, performed and fulfilled, and has
caused each of its Subsidiaries to keep, observe, perform and fulfill each and
every such covenant contained in this Indenture and no Default occurred during
such year and at the date of such certificate there is no Default which has
occurred and is continuing or, if such signers do know of such Default, the
certificate shall describe its status, with particularity and that, to the best
of his or her knowledge, no event has occurred and remains by  63


reason of which payments on the account of the principal of or
interest, if any, or Additional Amounts, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action each is
taking or proposes to take with respect thereto.  The Officers Certificate shall also notify
the Trustee should the Company elect to change the manner in which it fixes its
fiscal year end.  Upon becoming aware of,
and as of such time that the Company should reasonably have become aware of, a
Default or Event of Default, the Company also shall deliver to the Trustee, as
soon as possible and in any event within five days thereafter, written
notice of any events which would constitute a Default or Event of Default,
their status and what action the Company is taking or proposes to take in
respect thereof.  The Company shall
comply with TIA Section 314(a)(4).  The annual financial
statements delivered pursuant to Section 4.17 shall include, so long as
not contrary to the then current recommendations of the Accounting Standards
Board, a written report of the Companys independent accountants (who shall be
a firm of established international reputation) that in conducting their audit
of such financial statements nothing has come to their attention that would
lead them to believe that the Company has violated any provisions of Articles
IV, V or VI of this Indenture or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.  SECTION 4.23 
Limitation on Designation of Unrestricted Subsidiaries.  The Board of Directors of the Company may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default. 
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the aggregate fair market value of all outstanding Investments owned by the
Company and its Restricted Subsidiaries in the Subsidiary so designated will be
deemed to be an Investment made as of the time of such designation and will
either reduce the amount available for Restricted Payments under the Section 4.4(a) or
reduce the amount available for future Investments under one or more clauses of
the definition of Permitted Investments, as the Company shall determine. That
designation will only be permitted if such Investment would be permitted at
that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary.  The Board of
Directors of the Company may redesignate any Unrestricted Subsidiary to be a
Restricted Subsidiary if the redesignation would not cause a Default.  SECTION 4.24 
Limitation on Investment Company Activities.  The Company will not, nor will the Company
permit any of its Restricted Subsidiaries or controlled Affiliates to, conduct
its business in a fashion that would cause the Company to become subject to
regulation under the U.S. Investment Company Act of 1940, as amended (the Investment
Company Act). For purposes of establishing the Companys compliance with this Section 4.24,
any exemption which is or would become available under Section 3(c)(1) or
Section 3(c)(7) of the Investment Company Act will be disregarded.  SECTION 4.25 
Further Instruments and Acts. 
Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.  64


ARTICLE VSUCCESSOR CORPORATION  SECTION 5.1 
Consolidation, Merger, and Sale of Assets.  (a)  The Company may not, directly
or indirectly: (1) consolidate or merge with or into another Person
(whether or not the Company is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person; unless:  (1)either: (a) the Company is the surviving
corporation; or (b) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made (the
Successor Company) is a
corporation or limited liability company organized or existing under the laws
of the United States, any state thereof or the District of Columbia or any
member of the European Union as of the date of this Indenture;  (2)the Successor Company (if other than the
Company) assumes all the obligations of the Company under the Notes, the
Indenture, the Registration Rights Agreement and the Deposit Agreement pursuant
to agreements reasonably satisfactory to the Trustee;  (3)immediately after such transaction, no
Default or Event of Default exists;  (4)the Company or the Successor Company (if
other than the Company) will, on the date of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least 1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.3(a) or on the date of the transaction after
giving pro forma effect thereto
and any related financing transaction, as if the same had occurred at the
beginning of the applicable period, the pro
forma Fixed Charge Coverage Ratio of the Company or the Successor
Company will exceed the actual Fixed Charge Coverage Ratio of the Company on
such date; and  (5)the Company has delivered to the Trustee
opinions of tax counsel reasonably acceptable to the Trustee stating that (A) any
payment of principal, redemption price or purchase price of, interest, premium,
if any, and Additional Amounts, if any, on the Notes by the Company or the
Successor Company to a Holder of such Notes (or beneficial owner, if not a
Holder) after the consolidation or merger, conveyance, transfer or lease of
assets will be exempt from the Taxes and (B) no other taxes on income
(including taxable capital gains) will be payable under the laws of the
Relevant Taxing Jurisdiction by a Holder (or beneficial owner, if not a Holder)
who is not and is not deemed to be a resident of the Relevant Taxing
Jurisdiction and does not carry on a trade in the Relevant Taxing Jurisdiction
through a branch, agency or permanent establishment to which the Notes of that
Holder or beneficial owner are attributable (or, as the case may be, does not
carry on any business activities through a branch, agency or permanent
establishment in such Relevant Taxing Jurisdiction) in respect of the
acquisition, ownership or disposition of Notes, including the receipt of
principal, interest, premium, if any, or Additional Amounts, if any, pursuant
to the Notes.  65


(b)In addition, the Company may not, directly or
indirectly, lease all or substantially all of the properties or assets of the
Company and its Restricted Subsidiaries, taken as a whole, in one or more
related transactions, to any other Person.  (c)Notwithstanding Section 5.1(a)(4),
(x) any Restricted Subsidiary of the Company may consolidate or merge with
or into or transfer all or part of its property and assets to the Company or a
Wholly-Owned Restricted Subsidiary of the Company and (y) the Company may
merge with an Affiliate owned 100% by Parent incorporated solely for the
purpose of reincorporating the Company in another jurisdiction to realize tax
or other benefits.  (d)For purposes of this Article V, the sale,
assignment, transfer, conveyance, disposition or lease of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all of the properties and
assets of the Company on a consolidated basis, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.  (e)In the event of an occurrence of any of the events
described in this Article V, the Company will inform the Luxembourg Stock
Exchange of the occurrence of such event and provide a supplement to the
Offering Memorandum setting forth reasonable details concerning the occurrence
of such event.  If and for so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, the Company will publish notice of the occurrence of any
of the events described in this Article V in Luxembourg in a daily
newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).  SECTION 5.2  
Successor Corporation Substituted. 
If any such consolidation, merger, sale, assignment, transfer,
conveyance or disposition is consummated without causing an Event of Default,
then the Successor Company will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such Successor Company had been named as the Company herein,
and thereafter (except in the case of a sale, assignment, transfer, lease,
conveyance or other disposition) the predecessor corporation will be relieved
of all further obligations and covenants under this Indenture and the Notes.  ARTICLE VIDEFAULT AND REMEDIES  SECTION 6.1  
Events of Default.  Whenever used
herein with respect to the Notes, Event of Default means any one of
the following events which shall have occurred and be continuing:  (1)a default for 30 days in the payment
when due of interest on, or Additional Amounts with respect to, the Notes
(whether or not prohibited by the subordination provisions set forth in Article X
of this Indenture);  (2)a default in payment when due of the
principal of, or premium, if any, on the Notes (whether or not prohibited by
the subordination provisions set forth in Article X of this Indenture);  66


(3)a failure by the Company or any of its
Restricted Subsidiaries to comply with the covenants contained in Section 4.14
or in Article V hereof;  (4)a failure by the Company or any of its
Restricted Subsidiaries for 30 days after notice by the Trustee or by the
Holders of at least 25% in principal amount of the Notes to comply with any of
the other agreements in this Indenture;  (5)a default under any mortgage, indenture or
instrument under which there is issued and outstanding any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries) whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, if that default:  (a)is caused by a failure to pay principal at
the final stated maturity of such Indebtedness (after giving effect to any
applicable grace period provided in the Indebtedness) (a Payment Default); or  (b)results in the acceleration of such
Indebtedness prior to its express maturity;  and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates 25.0 million or more;  (6)failure by the Company or any of its
Restricted Subsidiaries to pay final nonappealable judgments aggregating in
excess of 35.0 million, which judgments are not paid, discharged or
stayed for a period of 90 days;  (7)(A) a court having jurisdiction in the
premises enters a decree or order for (i) relief in respect of the Company
or any of its Significant Subsidiaries or a group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, (ii) appointment
of a receiver, liquidator, assignee, custodian, trustee, examiner,
administrator, sequestration or similar official of the Company or any of its
Significant Subsidiaries or a group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements of the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary or for all or substantially all of the property and assets of the
Company or any of its Significant Subsidiaries or a group of Restricted Subsidiaries
that, taken together (as of the latest audited consolidated financial
statements of the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary or (iii) the winding up or liquidation of the
affairs of the Company or any of its Significant Subsidiaries or a group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary and, in each case,
such decree or order shall remain unstayed and in effect for a period of
30 consecutive days; or (B) the Company or any of its Significant
Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of
the latest audited consolidated financial statements of the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary (i) commences
a voluntary case (including taking any action for the purpose of winding
up) under any  67


applicable bankruptcy, insolvency, examination,
court protection or other similar law now or hereafter in effect, or consents
to the entry of an order for relief in an involuntary case under any such law, (ii) consents
to the appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, examiner, administrator, sequestration or similar
official of the Company or any of its Significant Subsidiaries or a group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements of the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary or for all or
substantially all of the property and assets of the Company or any of its
Significant Subsidiaries or a group of Restricted Subsidiaries that, taken
together (as of the latest audited consolidated financial statements of the
Company and its Restricted Subsidiaries), would constitute a Significant
Subsidiary or (iii) effects any general assignment for the benefit
of creditors.  SECTION 6.2 
Acceleration.  In the case of an
Event of Default arising under Section 6.1(7) hereof, the principal
of, premium, if any, accrued and unpaid interest, if any, and Additional
Amounts, if any, on all the Notes shall become will become due and payable
immediately without further action or notice. 
If any other Event of Default occurs and is continuing, the Trustee
(upon request of Holders of at least 25% in principal amount of the Notes then
outstanding) shall by notice in writing to the Company, or the Holders of at
least 25% in principal amount of the then outstanding Notes may by notice in
writing to the Company and the Trustee, declare all Notes to be due and
payable, and any such notice shall specify the respective Event of Default and
that such notice is a notice of acceleration (the Acceleration Notice), and the principal of, premium, if
any, accrued and unpaid interest, if any, and Additional Amounts, if any, on
all the Notes shall become immediately due and payable.  In the event of any Event of Default
specified in Section 6.1(5) relating to Indebtedness under
securities, such Event of Default and all consequences thereof (including,
without limitation, any acceleration or resulting payment default) shall be
annulled, waived and rescinded automatically and without any action by the
Trustee or the Holders, if within 30 days after such Event of Default
arose, (x) the Indebtedness or guarantee that is the basis for such Event
of Default has been discharged, (y) the creditors on such Indebtedness
have rescinded or waived the acceleration, notice or action, as the case may
be, giving rise to such Event of Default or (z) if the default that is the
basis for such Event of Default has been cured.  SECTION 6.3
Other Remedies.  If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or,
premium, if any, interest or Additional Amounts, if any, on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.  SECTION 6.4 
The Trustee May Enforce Claims Without Possession of Securities.  All rights of action and claims under this
Indenture or the Notes may be prosecuted and enforced by the Trustee without
the possession of any of the Notes or the production thereof in any proceeding
relating thereto.  SECTION 6.5 
Rights and Remedies Cumulative. 
Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in Section 2.8, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders of
Notes is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right  68


or remedy hereunder, or otherwise, shall not prevent the concurrent or
subsequent assertion or employment of any other appropriate right or remedy.  SECTION 6.6 
Delay or Omission Not Waiver.  No
delay or omission of the Trustee or of any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and
remedy given by this Article or by law to the Trustee or to the Holders of
Notes may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Notes.  SECTION 6.7Waiver of Past Defaults.  Subject to Sections 6.10 and 9.2, at any time
after a declaration of acceleration with respect to the Notes as described in Section 6.2,
the Holders of at least a majority in principal amount of the outstanding
Notes by written notice to the Trustee, may, on behalf of the Holders of all
the Notes, waive any existing Default or Event of Default (except with respect
to a continuing Default or Event of Default in the payment of principal,
premium, interest, Additional Amounts, if any, and other monetary obligations
on the Notes) and rescind and annul a declaration of acceleration and its
consequences if (i) all existing Events of Default, other than the
nonpayment of the principal of, premium, if any, interest, Additional
Amounts, if any, and other monetary obligations on the Notes that have become
due solely by such declaration of acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.  Such waiver
shall not excuse a continuing Event of Default in the payment of interest,
premium, if any, principal or Additional Amounts, if any, on such Note held by
a non-consenting Holder, or in respect of a covenant or a provision which
cannot be amended or modified without the consent of all Holders. The Company
shall deliver to the Trustee an Officers Certificate stating that the
requisite percentage of Holders has consented to such waiver and attaching
copies of such consents.  When a Default
or Event of Default is waived, it is cured and ceases.  SECTION 6.8 
Control by Majority.  Subject to Section 2.10,
the Holders of not less than a majority in principal amount of the outstanding
Notes may, by written notice to the Trustee, direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. 
Subject to Section 7.1, however, the Trustee may refuse to follow
any direction that conflicts with any law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of another Holder of Notes, or
that would involve the Trustee in liability or expense; provided, however, that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.  Prior to taking any
action under this Indenture, the Trustee will be entitled to indemnification
satisfactory to it in its sole discretion against all losses, liabilities and
expenses caused by taking or not taking such action.  SECTION 6.9 
Limitation on Suits.  Except to
enforce the right to receive payment of principal, premium, if any, interest
when due and Additional Amounts, if any, no Holder may pursue any remedy with
respect to this Indenture or the Notes, unless:  (1)such Holder has previously given the Trustee
written notice that an Event of Default is continuing;  (2)Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee in writing to pursue the
remedy;  69


(3)such Holders have offered the Trustee
reasonable security or indemnity against any loss, liability or expense;  (4)the Trustee has not complied with such
request within 60 days after the receipt of the request and the offer of
security or indemnity; and  (5)the Holders of a majority in principal amount
of the outstanding Notes have not given the Trustee a direction that, in the
opinion of the Trustee, is inconsistent with such request within such 60-day
period.  SECTION 6.10
Rights of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture (including,
without limitation, Section 8.9 hereof), the right of any Holder to
receive payment of principal of, premium, if any, interest and Additional
Amounts, if any, on a Note, on or after the respective due dates expressed in
such Note, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.  SECTION 6.11
Collection Suit by Trustee.  If an
Event of Default in payment of principal, premium, if any, interest or
Additional Amounts, if any, specified in clause (1) or clause (2) of Section 6.1
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Notes for the whole amount of principal and accrued interest remaining unpaid
and Additional Amounts, if any, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the Notes
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7.  SECTION 6.12
Trustee May File Proofs of Claim. 
The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, accountants and experts) and the
Holders allowed in any judicial proceedings relating to the Company, its
creditors or its property or other obligor on the Notes, its creditors and its
property and shall be entitled and empowered to collect and receive any monies
or other property payable or deliverable on any such claims and to distribute
the same, and any Custodian in any such judicial proceedings is hereby
authorized by each Holder to make such payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent
and counsel, and any other amounts due the Trustee under Section 7.7.  To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties which the Holders of the Notes may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise.  SECTION 6.13
Priorities.  If the Trustee
collects any money or property pursuant to this Article VI, it shall pay
out the money or property in the following order:  70


First:  to the
Trustee, the Agents and their agents and attorneys for amounts due under Section 7.7,
including payment of all compensation, fees, expense and liabilities incurred,
and all advances made, by the Trustee and the costs and expenses of collection;  Second:  to
Holders for amounts due and unpaid on the Notes for principal, premium, if any,
interest and Additional Amounts, if any, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, interest and Additional Amounts, if any,
respectively; and  Third:  to the
Company or any other obligor on the Notes, as their interests may appear, or as
a court of competent jurisdiction may direct.  The Trustee, upon prior notice to the Company, may
fix a record date and payment date for any payment to Holders pursuant to this Section 6.13;
provided that the failure to give
any such notice shall not affect the establishment of such record date or
payment date for Holders pursuant to this Section 6.13.  SECTION 6.14 
Restoration of Rights and Remedies. 
If the Trustee or any Holder of any Note has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders of
Notes shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
of Notes shall continue as though no such proceeding had been instituted.  SECTION 6.15 
Undertaking for Costs.  In any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the
suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys fees
and expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party
litigant.  This Section 6.15 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.10,
or a suit by a Holder or Holders of more than 10% in principal amount of the
outstanding Notes.  SECTION 6.16  
Additional Payments.  In the case
of any Event of Default occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company in bad faith with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of this Indenture or was required to repurchase
the Notes, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.  If an Event of Default occurs prior to January 31,
2010 by reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company in bad faith with the intention of avoiding the
prohibition on redemption of the Notes prior to January 31, 2010, then the
premium specified in this Indenture shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.  71


ARTICLE VIITRUSTEE  SECTION 7.1
Duties of Trustee.  (a)  If
an Event of Default actually known to a Trust Officer of the Trustee has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.  Subject to such provisions, the Trustee will
be under no obligation to exercise any of its rights or powers under this
Indenture at the request of any of the Holders of Notes, unless they shall have
offered to the Trustee reasonable indemnity or security against any loss,
liability or expense.  (b)Except during the continuance of an Event of
Default actually known to the Trustee:  (1)The Trustee and the Agents will perform only
those duties as are specifically set forth herein and no others and no implied
covenants or obligations shall be read into this Indenture against the Trustee
or the Agents.  (2)In the absence of bad faith on their part,
the Trustee and the Agents may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions and such other documents delivered to them pursuant to
Section 11.4 furnished to the Trustee and conforming to the requirements
of this Indenture.  However, in the case
of any such certificates or opinions which by any provision hereof are required
to be furnished to the Trustee or the Agents, the Trustee or the Agents, as
applicable, shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.  (c)The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:  (1)This paragraph does not limit the effect of
subsection (b) of this Section 7.1.  (2)Neither the Trustee nor Agent shall be liable
for any error of judgment made in good faith by a Trust Officer of such Trustee
or Agent, unless it is proved that the Trustee or such Agent was negligent in
ascertaining the pertinent facts.  (3)The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.8.  (d)No provision of this Indenture shall require
the Trustee or any Agent to expend or risk its own funds or otherwise incur any
liability in the performance of any of its duties hereunder or to take or omit
to take any action under this Indenture or take any action at the request or
direction of Holders if it shall have reasonable grounds for believing that
repayment of such funds is not assured to it or it does not receive an
indemnity satisfactory to it in its sole discretion against such risk,
liability, loss, fee or expense which might be incurred by it in compliance
with such request or direction.  (e)Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is
subject to subsections (a), (b), (c) and (d) of this Section 7.1.  72


(f)Neither the Trustee nor the Agents shall be
liable for interest on any money received by it except as the Trustee and any
Agent may agree in writing with the Company. 
Money held in trust by the Trustee or any Agent need not be segregated
from other funds except to the extent required by law.  (g)Any provision hereof relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.1 and, upon qualification of
this Indenture under the TIA, the TIA.  (h)The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation,
its rights to be indemnified, are extended to, and shall be enforceable by the
Trustee in each of its capacities it which it may serve, and to each Agent,
custodian and other person employed to act hereunder.  SECTION 7.2  
Rights of Trustee.  Subject to Section 7.1:  (a)The Trustee and each Agent may rely
conclusively on and shall be protected from acting or refraining from acting
based upon any document believed by them to be genuine and to have been signed
or presented by the proper person. 
Neither the Trustee nor any Agent shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent order,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document, but the Trustee or its Agent, as the case may be, in its discretion,
may make reasonable further inquiry or investigation into such facts or matters
stated in such document and if the Trustee or its Agent as the case may be,
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, at
reasonable times during normal business hours, personally or by agent or
attorney.  The Trustee shall not be
deemed to have notice or any knowledge of any matter (including without
limitation Defaults or Events of Default) unless a Trust Officer assigned to
and working in the Trustees Trust & Security Services office has
actual knowledge thereof or unless written notice thereof is received by the
Trustee, attention:  Trust &
Security Services and such notice references the Notes generally, the Company
or this Indenture;  (b)Any request, direction, order or demand of
the Company mentioned herein shall be sufficiently evidenced by an Officers
Certificate or Company Order and any resolution of the Board of Directors of
the Company, as the case may be, may be sufficiently evidenced by a Board
Resolution;  (c)Before the Trustee acts or refrains from
acting, it may require an Officers Certificate or an Opinion of Counsel or
both, which shall conform to the provisions of Sections 11.4 and 11.5.  Neither the Trustee nor any Agent shall be
liable for any action it takes or omits to take in good faith in reliance on
such certificate or opinion.  (d)The Trustee and any Agent may act through
their attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent (other than an agent who is an employee of the Trustee
or such Agent) appointed with due care.  (e)The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers conferred upon it by this  73


Indenture; provided, however,
that the Trustees conduct does not constitute willful misconduct, negligence
or bad faith.  (f)The Trustee or any Agent may consult with
counsel of its selection and the advice or opinion of such counsel as to
matters of law shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.  (g)Subject to Section 9.2, the Trustee may
(but shall not be obligated to), without the consent of the Holders, give any
consent, waiver or approval required by the terms hereof, but shall not without
the consent of the Holders of not less than a majority in aggregate principal
amount of the Notes at the time outstanding (i) give any consent, waiver
or approval or (ii) agree to any amendment or modification of this
Indenture, in each case, that shall have a material adverse effect on the
interests of any Holder.  The Trustee
shall be entitled to request and conclusively rely on an Opinion of Counsel
with respect to whether any consent, waiver, approval, amendment or
modification shall have a material adverse effect on the interests of any
Holder.  SECTION 7.3
Individual Rights of Trustee.  The
Trustee or any Agent in its respective individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Company,
its Subsidiaries, or their respective Affiliates with the same rights it would
have if it were not the Trustee or an Agent. 
However, in the event that the Trustee acquires any conflicting
interest, it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. 
Any Agent may do the same with like rights.  The Trustee must comply with
Sections 7.10 and 7.11.  SECTION 7.4
Trustees Disclaimer.  The Trustee
and the Agents shall not be responsible for and make no representation as to
the validity, effectiveness, correctness or adequacy of this Indenture, the
offering materials related to the Indenture or the Notes; it shall not be
accountable for the Companys use of the proceeds from the Notes or any money
paid to the Company or upon the Companys direction under any provision hereof;
it shall not be responsible for the use or application of any money received by
any Agent and it shall not be responsible for any statement or recital herein
of the Company, or any document issued in connection with the sale of Notes or
any statement in the Notes other than the Trustees certificate of
authentication.  SECTION 7.5 
Notice of Default.  If an Event of
Default occurs and is continuing and a Trust Officer of the Trustee receives
actual notice of such event, the Trustee shall mail to each Holder, as their
names and addresses appear on the list of Holders described in Section 2.5,
notice of the uncured Default or Event of Default within 90 days after the
Trustee receives such notice.  Except in
the case of a Default or Event of Default in payment of principal of, premium,
if any, interest or Additional Amounts, if any, on any Note, including the
failure to make payment on (i) the Change of Control Payment Date pursuant
to a Change of Control Offer or (ii) the date required for payment
pursuant to an Asset Sale Offer, the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interest of the Holders.  SECTION 7.6 
Report by Trustee to Holders. 
This Section 7.6 shall not be operative as a part of this Indenture
until this Indenture is qualified under the TIA, and, until such qualification,
this Indenture shall be construed as if this Section 7.6 were not
contained herein.  74


Within 60 days after each December 31
beginning with December 31, 2005, the Trustee shall, to the extent that
any of the events described in TIA Section 313(a) occurred within the
previous twelve months, but not otherwise, mail to each Holder a brief report
dated as of such date that complies with TIA Section 313(a).  The Trustee also shall comply with TIA
Sections 313(b), 313(c) and 313(d).  A copy of each report at the
time of its mailing to Holders shall be mailed to the Company and mailed to the
SEC and each securities exchange, if any, on which the Notes are listed.  The Company shall promptly
notify the Trustee in writing if subsequent to the date hereof the Notes become
listed on any securities exchange or of any delisting thereof.  SECTION 7.7 
Compensation and Indemnity.  The
Company shall pay to the Trustee and Agents from time to time such compensation
as the Company and the Trustee shall from time to time agree in writing for its
acceptance of this Indenture and services hereunder.  The Trustees and the Agents compensation
shall not be limited by any law on compensation of a trustee of an express
trust.  The Company shall reimburse the
Trustee and Agent upon request for all reasonable disbursements, expenses and
advances (including reasonable fees and expenses of counsel) incurred or made
by it in addition to the compensation for their services, except any such
disbursements, expenses and advances as may be attributable to the Trustees or
any Agents gross negligence, willful misconduct or bad faith.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustees and Agents
accountants, experts and counsel and any taxes or other expenses incurred by a
trust created pursuant to Section 8.4 hereof.  The Company agrees to pay
the reasonable fees and expenses of the Trustees legal counsel, Moses &
Singer LLP, no later than the Closing Date in connection with its review,
preparation and delivery of this Indenture and related documentation.  The Company shall indemnify
each of the Trustee, any predecessor Trustee and the Agents (which, for
purposes of this paragraph, include such Trustees and Agents affiliates,
officers, directors, employees and agents) and in any other capacity the
Trustee may serve hereunder for, and hold them harmless against, any and all
loss, damage, claim, expense or liability including taxes (other than taxes
based on the income of the Trustee) incurred by the Trustee or an Agent without
negligence, willful misconduct or bad faith on its part, as determined by a
court of competent jurisdiction in a final non-appealable decision in
connection with acceptance of administration of this trust and performance of
its duties under this Indenture, including the reasonable expenses and
attorneys fees and expenses of defending itself against any claim of liability
arising hereunder.  The Trustee and the
Agents shall notify the Company promptly of any claim asserted against the
Trustee or such Agent for which it may seek indemnity.  However, the failure by the Trustee or the
Agent to so notify the Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the
claim and the Trustee or such Agent shall cooperate in the defense (and may
employ its own counsel reasonably satisfactory to the Trustee) at the Companys
expense.  The Trustee or such Agent may
have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel.  The Company
need not pay for any settlement made without its written consent, which consent
shall not be unreasonably withheld.  To secure the Companys
payment obligations in this Section 7.7, the Trustee and the Agents shall
have a senior Lien prior to the Notes against all money or property held or
collected by the  75


Trustee
and the Agents, in its capacity as Trustee or Agent, except money or property
held in trust to pay principal or premium, if any, Additional Amounts, if any,
or interest on particular Notes.  When the Trustee or an Agent incurs expenses or
renders services after the occurrence of an Event of Default specified in
clause (7) of Section 6.1, the expenses (including the reasonable
fees and expenses of its agents and counsel) and the compensation for the
services shall be preferred over the status of the Holders in a proceeding
under any Bankruptcy Law and are intended to constitute expenses of
administration under any Bankruptcy Law. 
The Companys obligations under this Section 7.7 and any claim
arising hereunder shall survive the termination of this Indenture, the
resignation or removal of any Trustee or Agent, the discharge of the Companys
obligations pursuant to Article VIII and any rejection or termination
under any Bankruptcy Law.  SECTION 7.8 
Replacement of Trustee.  The
Trustee and any Agent may resign at any time by so notifying the Company in
writing.  The Holders of a majority in
principal amount of the outstanding Notes may remove the Trustee or Agent by so
notifying the Company and the Trustee or such Agent, as the case may be, in
writing and may appoint a successor trustee or agent with the Companys
consent.  A resignation or removal of the
Trustee or any Agent and appointment of a successor Trustee or Agent, as the
case may be, shall become effective only upon the successor Trustees or Agents
acceptance of appointment, as the case may be, as provided in this
section.  The Company may remove the
Trustee or an Agent if:  (1)the Trustee or Agent, as the case may be,
fails to comply with Section 7.10;  (2)the Trustee or Agent, as the case may be, is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee or Agent, as the case may be, under any Bankruptcy Law;  (3)a receiver or other public officer takes
charge of the Trustee or Agent, as the case may be, or its respective property;
or  (4)the Trustee or Agent, as the case may be,
becomes incapable of acting with respect to its duties hereunder.  If the Trustee or an Agent resigns or is removed or
if a vacancy exists in the office of Trustee or Agent for any reason, the
Company shall notify each Holder of such event and shall promptly appoint a
successor Trustee or Agent, as the case may be. 
Within one year after the successor Trustee or Agent takes office, the
Holders of a majority in principal amount of the then outstanding Notes may,
with the Companys consent, appoint a successor Trustee or Agent, as the case
may be, to replace the successor Trustee or Agent appointed by the Company.  A successor Trustee or Agent, as the case may be,
shall deliver a written acceptance of its appointment to the retiring Trustee
or Agent and to the Company.  Immediately
after that, the retiring Trustee or Agent, as the case may be, shall transfer,
after payment of all sums then owing to the Trustee or Agent, as the case may
be, pursuant to Section 7.7, all property held by it as Trustee or Agent
to the successor Trustee or Agent, subject to the Lien provided in Section 7.7,
the resignation or removal of the retiring Trustee or Agent, as the case may
be, shall become effective, and the successor Trustee or Agent, as the case may
be, shall have all the rights, powers and duties of the Trustee or Agent under
this Indenture.  A successor Trustee or
Agent shall mail notice of its succession to each Holder.  76


If a successor Trustee or Agent does not take office
within 60 days after the retiring Trustee or Agent resigns or is removed, the
retiring Trustee or Agent (as the case may be), the Company or the Holders of
at least 10% in principal amount of the then outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee or
Agent.  If the Trustee or Agent after written request by any
Holder who has been a Holder for at least six months fails to comply with Section 7.10,
such Holder may petition any court of competent jurisdiction for the removal of
the Trustee or Agent, as the case may be, and the appointment of a successor
thereto.  Notwithstanding replacement of the Trustee or Agent
pursuant to this Section 7.8, the Companys obligations under Section 7.7
shall continue for the benefit of the retiring Trustee or Agent, as the case
may be, and the Company shall pay to any replaced or removed Trustee or Agent
all amounts owed under Section 7.7 upon such replacement or removal.  SECTION 7.9 
Successor Trustee by Merger, etc.  If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation or banking association, the resulting,
surviving or transferee corporation without any further act shall, if such
resulting, surviving or transferee corporation is otherwise eligible hereunder,
be the successor Trustee.  In case any
Notes shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by consolidation, merger or conversion to such
authenticating Trustee may adopt such authentication and deliver the Notes so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.  SECTION 7.10 
Corporate Trustee Required; Eligibility. 
There shall be at all times a Trustee hereunder which shall be eligible
to act as Trustee under the TIA and shall have a combined capital and surplus
of at least U.S.$150,000,000 and have its Corporate Trust Office in the Borough
of Manhattan, The City of New York.  If
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a federal, State or District of Columbia supervising or
examining authority within the United States of America, then for the purposes
of this Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.  The Trustee under this Indenture shall always
satisfy the requirements of TIA Sections 310(a)(1), (2) and (5).  The Trustee shall comply with Section 310(b) of
the TIA; provided, however, that
there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.  SECTION 7.11  
Disqualification; Conflicting Interests..  If the Trustee has or shall acquire a
conflicting interest within the meaning of the TIA, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the TIA and this Indenture.  SECTION 7.12 
Preferential Collection of Claims Against Company..  The Trustee, in its capacity as Trustee
hereunder, shall comply with TIA Section 311(a), excluding any creditor  77


relationship listed in TIA Section 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA Section 311(a) to the extent indicated.  SECTION 7.13 
Force Majeure.  In no event shall
the Trustee, in each of its capacities hereunder, be liable for any failure or
delay in the performance of its obligations under this Indenture because of
circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo and
government action, including any laws, ordinances, regulations or the like
which restrict or prohibit the providing of the services or the obligations
contemplated by this Indenture.  ARTICLE VIIISATISFACTION AND DISCHARGE OF INDENTURE  SECTION 8.1
Option to Effect Legal Defeasance or Covenant Defeasance.  The Company may, at the option of its Board
of Directors evidenced by a resolution set forth in an Officers Certificate,
at any time, with respect to the Notes, elect to have either Section 8.2
or 8.3 be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article VIII.  SECTION 8.2
Legal Defeasance and Discharge. 
Upon the Companys exercise under Section 8.1 of the option
applicable to this Section 8.2, the Company shall be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, Legal
Defeasance).  For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged all the obligations relating to the outstanding Notes and the Notes
shall thereafter be deemed to be outstanding only for the purposes of Section 8.6,
Section 8.8 and the other Sections of this Indenture referred to below in
this Section 8.2, and to have satisfied all of their other obligations
under such Notes and this Indenture and cured all then existing Events of
Default (and the Trustee, on demand of and at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder:  (1)the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, interest and
Additional Amounts, if any, on such Notes when such payments are due (including
on a Redemption Date) from the trust created pursuant to this Indenture;  (2)the Companys obligations with respect to
Notes concerning issuing temporary Notes, or, where relevant, registration of
such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of
an office or agency for payment and money for security payments held in trust;  (3)the rights, powers, trusts, duties and
immunities of the Trustee, and the Companys obligations in connection
therewith set forth in Article VII hereof; and  (4)this Article VIII and the obligations
set forth in Section 8.6 hereof.  Subject
to compliance with this Article VIII, the Company may exercise its option
under Section 8.2 notwithstanding the prior exercise of its option under Section 8.3
with respect to the Notes.  If the  78


Company
exercises its Legal Defeasance option, payment of the Notes may not be
accelerated because of an Event of Default.  SECTION 8.3 
Covenant Defeasance.  Upon the
Companys exercise under Section 8.1 of the option applicable to this Section 8.3,
the Company shall be released from any obligations under the covenants
contained in Sections 4.3, 4.4, (if the Company has made the election pursuant
to the last sentence of this paragraph) 4.8, 4.10, 4.12, 4.13, 4.14, 4.15,
4.16, 4.17, 4.18, 4.19, 4.23 and 4.25 hereof with respect to the outstanding
Notes on and after the date the conditions set forth below are satisfied
(hereinafter, Covenant Defeasance) and the Notes shall thereafter be
deemed not outstanding for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed outstanding
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes).  For the purposes hereof,
such Covenant Defeasance means that, (i) with respect to the outstanding
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and (ii) payment on the
Notes may not be accelerated because of an Event of Default specified in clause
(3) (insofar as it relates to Section 4.14 hereof), (4) (insofar
as it relates to Sections 4.3, 4.4, (if the Company has made the election
pursuant to the last sentence of the immediately preceding paragraph) 4.8,
4.10, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.23 and 4.25 hereof), (5), (6) and
(if the Company has made the election pursuant to the last sentence of the
immediately preceding paragraph) (7) of Section 6.1 hereof.  SECTION 8.4 
Conditions to Legal or Covenant Defeasance.  The following shall be the conditions to the
application of either Section 8.2 or Section 8.3 to the outstanding
Notes:  (1)the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars or U.S. Government Securities or a combination of both in such amounts
as will be sufficient, in the opinion of an internationally recognized firm of
independent public accountants, to pay the principal of, interest, premium and
Additional Amounts, if any, on the outstanding Notes on the stated maturity or
on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular
redemption date;  (2)in the case of Legal Defeasance, the Company
shall have delivered to the Trustee (x) an Opinion of Counsel in the
United States reasonably acceptable to such Trustee confirming that (A) the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable United States federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Notes will not recognize
income, gain or loss for United States federal income tax purposes as a result
of such Legal Defeasance and will be subject to United States federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such Legal Defeasance had not occurred; and (y) an
Opinion of Counsel in Ireland reasonably acceptable to the Trustee to the
effect that (A) the Holders of the outstanding Notes will not recognize
income, gain or loss for Irish income tax purposes as a result of such Legal
Defeasance and will be subject to Irish income tax on the same amounts, in the
same manner and at the same times  79


as would have been the case if such Legal Defeasance
had not occurred and (B) payments from the defeasance trust will be free
and exempt from any and all withholding and other income taxes of whatever
nature imposed or levied by or on behalf of Ireland or any political
subdivision thereof or therein having the power to tax;  (3)in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee (x) an Opinion of Counsel in
the United States reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for
United States federal income tax purposes as a result of such Covenant
Defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred; and (y) an Opinion of
Counsel in Ireland reasonably acceptable to the Trustee to the effect that (A) the
Holders of the outstanding Notes will not recognize income, gain or loss for
Irish income tax purposes as a result of such Covenant Defeasance and will be
subject to Irish income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred and (B) payments from the defeasance trust will be free and
exempt from any and all withholding and other income taxes of whatever nature
imposed or levied by or on behalf of Ireland or any political subdivision
thereof or therein having the power to tax;  (4)no Default or Event of Default shall have
occurred and be continuing either: (a) on the date of such deposit (other
than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit); or (b) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the later of (A) the 91st day after the date of deposit or (B) the
day immediately following the last day on which payment of or the deposit with
respect to any such Note may be set aside as a preferential payment under
applicable law;  (5)such Legal Defeasance or Covenant Defeasance
will not result in a breach or violation of, or constitute a default under any
material agreement or instrument (other than this Indenture but in any event including
the Senior Credit Agreement) to which the Company or any of its Subsidiaries is
a party or by which the Company or any of its Subsidiaries is bound;  (6)the Company must have delivered to the
Trustee an Opinion of Counsel in each applicable jurisdiction to the effect
that, assuming no intervening bankruptcy of the Company between the date of
deposit and the 91st day following the deposit or, if longer, the day
immediately following the last day on which the deposit may be set aside as a
preferential payment under applicable law, and assuming that no Holder is an insider
of the Company under applicable bankruptcy law, after such day following the
deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors
rights generally;  (7)the Company must deliver to the Trustee an
Officers Certificate stating that the deposit was not made by the Company with
the intent of preferring the Holders of such Notes over the other creditors of
the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others; and  80


(8)the Company must deliver to the Trustee an
Officers Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.  SECTION 8.5 
Satisfaction and Discharge of Indenture. 
This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder when:  (1)either (a) all Notes that have been
authenticated (except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Company) have been delivered to the Trustee
for cancellation; or (b) all Notes that have not been delivered to the
Trustee for cancellation have become due and payable by reason of the making of
a notice of redemption or otherwise, and the Company has irrevocably deposited
with the Trustee as trust funds cash in U.S. dollars or non-callable U.S.
Government Securities or a combination thereof in such amounts as will be
sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire indebtedness on such Notes not delivered to the Trustee
for cancellation for principal, premium and Additional Amounts, if any, and
accrued interest to the date of maturity or redemption;  (2)no Default or Event of Default shall have
occurred and be continuing on the date of such deposit or shall occur as a
result of such deposit and such deposit will not result in a breach or
violation of, or constitute a default under any other instrument to which the Company
is a party or by which the Company is bound;  (3)the Company has paid or caused to be paid all
sums payable by it under this Indenture; and  (4)the Company has delivered irrevocable
instructions to the Trustee under the Indenture to apply the deposited money
toward the payment of such Notes at maturity or the redemption date, as the
case may be.  SECTION 8.6 
Survival of Certain Obligations. 
Notwithstanding the satisfaction and discharge of this Indenture and of
the Notes referred to in Section 8.1, 8.2, 8.3, 8.4 or 8.5, the respective
obligations of the Company and the Trustee under Sections 2.2, 2.3, 2.4,
2.5, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 4.1, 4.2, 4.5, 4.6, 4.7,
4.9, 4.11, 4.20, 4.21, 4.22, 4.24, 6.10, Article VII, Article VIII
and Section 11.12 shall survive until the Notes are no longer outstanding,
and thereafter the obligations of the Company and the Trustee under Articles
VII and VIII shall survive.  Nothing
contained in this Article VIII shall abrogate any of the obligations or
duties of the Trustee under this Indenture.  SECTION 8.7  
Acknowledgment of Discharge by Trustee. 
Subject to Section 8.10, after (i) the conditions of Section 8.4
or 8.5 have been satisfied, (ii) the Company has paid or caused to be paid
all other sums payable hereunder by the Company and (iii) the Company has
delivered to the Trustee an Officers Certificate and an Opinion of Counsel,
each stating that all conditions precedent referred to in clause (i) above
relating to the satisfaction and discharge of this Indenture have been complied
with, the Trustee upon written request shall acknowledge in writing the
discharge of all of the Companys obligations under this Indenture except for
those surviving obligations specified in this Article VIII.  81


SECTION 8.8 
Application of Trust Moneys.  All
cash in U.S. dollars or U.S. Government Securities deposited with the Trustee
pursuant to Section 8.4 or 8.5 in respect of Notes shall be held in trust
and applied by it, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Holders of the Notes of all sums due and to
become due thereon for principal, premium, if any, interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.  The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash
deposited pursuant to Section 8.4 or 8.5 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.  SECTION 8.9 
Repayment to the Company; Unclaimed Money.  The Trustee and any Paying Agent shall
promptly pay or return to the Company upon Company Order any cash held by them
at any time that are not required for the payment of the principal of, premium,
if any, interest and Additional Amounts, if any, on the Notes for which cash
has been deposited pursuant to Section 8.4 or 8.5.  Any money held by the Trustee or any Paying Agent
under this Article, in trust for the payment of the principal of, premium, if
any, interest and Additional Amounts, if any, on any Note and remaining
unclaimed for two years after such principal, premium, if any, interest and
Additional Amounts, if any, has become due and payable shall be paid to the
Company upon Company Order or if then held by the Company shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company give notice to the Holders or
cause to be published notice once, if and so long as the Notes are listed on
the Luxembourg Stock Exchange and the rules of such stock exchange shall
so require, in a newspaper having a general circulation in Luxembourg
(which is expected to be the Luxemburger
Wort) or in the case of Definitive Notes, in addition to such
publication, mail to Holders by first-class mail, postage prepaid, at their
respective addresses as they appear on the registration books of the
Registrar (and, if and so long as the Notes are listed on the
Luxembourg Stock Exchange and the rules of such Stock Exchange shall
so require, publish in a newspaper having a general circulation in Luxembourg
(which is expected to be the Luxemburger
Wort)), that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification, any unclaimed balance of such money then remaining will be repaid
to the Company.  SECTION 8.10 
Reinstatement.  If the Trustee or
Paying Agent is unable to apply any cash in accordance with Section 8.2,
8.3, 8.4 or 8.5 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Companys obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 8.2, 8.3, 8.4 or 8.5 until such time as
the Trustee or Paying Agent is permitted to apply all such cash in accordance
with Section 8.2, 8.3, 8.4 or 8.5; provided,
however, that if the Company has made any payment of interest on,
premium, if any, principal and Additional Amounts, if any, of any Notes because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.  82


ARTICLE IXAMENDMENTS, SUPPLEMENTS AND WAIVERS  SECTION 9.1 
Without Consent of Holders of Notes. 
Notwithstanding Section 9.2 hereof, the Company and the Trustee
together may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note to:  (1)to cure any ambiguity, defect, error or
inconsistency;  (2)to provide for uncertificated Notes in
addition to or in place of Definitive Notes (provided
that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of
the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code);  (3)to provide for the assumption of the Companys
obligations to Holders of the Notes in the case of a merger or consolidation or
sale of all or substantially all of the Companys assets;  (4)to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under this Indenture of any such Holder; or  (5)to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA.  Upon the request of the Company, accompanied by a
Board Resolution authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section 9.6,
the Trustee shall join with the Company in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental indenture which adversely affects its own rights,
duties or immunities hereunder or otherwise.  The Company will inform the Luxembourg Stock
Exchange of any of the foregoing amendments, supplements and waivers and
provide, if necessary, a supplement to the Offering Memorandum setting forth
reasonable details in connection with any such amendments, supplements or
waivers.  SECTION 9.2  
With Consent of Holders of Notes. 
The Company and the Trustee may amend or supplement this Indenture, the
Notes or any amended or supplemental indenture with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and, subject to Sections 6.7
and 6.10, any existing Default or Event of Default and its consequences or
compliance with any provision of this Indenture or the Notes may be waived with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes).  However, without the consent of
each Holder affected, an amendment or waiver may not (with respect to any Notes
held by a non-consenting Holder of Notes):  83


(1)reduce the principal amount of Notes whose
Holders must consent to an amendment, supplement or waiver;  (2)reduce the principal of or change the fixed
maturity of any Note or alter the provisions with respect to the redemption of
such Notes (other than provisions relating to the covenants in Sections 4.14
and 4.19 hereof, in which case any amendment or waiver with respect thereto may
be effected with the consent of Holders of 662/3% or
greater principal amount of the Notes then outstanding);  (3)reduce the rate of or change the time for
payment of interest on any Note;  (4)waive a Default or Event of Default in the
payment of principal of, or interest, premium or Additional Amounts, if any, on
the Notes (except a rescission of acceleration of such Notes by the Holders of
at least a majority in aggregate principal amount of such Notes and a waiver of
the payment default that resulted from such acceleration);  (5)make any Note payable in money other than
that stated in the Notes;  (6)make any change in the provisions of this
Indenture relating to waivers of past Defaults or the rights of Holders of such
Notes to receive payments of principal of, interest, premium or Additional
Amounts, if any, on such Notes or the rights of any Holder to institute suit
for the enforcement of any payment on or with respect to such Holders Notes;  (7)waive a redemption payment with respect to
any Note;  (8)make any change in the provisions of this
Indenture described in Section 4.20 hereof that adversely affects the
rights of any Holder of such Notes or amends the terms of such Notes in a way
that would result in a loss of an exemption from any of the Taxes described
thereunder or an exemption from any obligation to withhold or deduct Taxes so
described thereunder unless the Payor agrees to pay Additional Amounts, if any,
in respect thereof;  (9)make any changes in the subordination
provisions of the Intercompany Loan Agreement or the Priority Agreement that
would adversely affect the Holders of Notes; or  (10)make any change in the preceding amendment
and waiver provisions.  Upon
the request of the Company, accompanied by a Board Resolution authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.6, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture adversely affects the Trustees own rights, duties or
immunities hereunder or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.  It shall not be
necessary for the consent of the Holders of Notes under this Section 9.2
to approve the particular form of any proposed amendment or waiver, but it
shall be sufficient if such consent approves the substance thereof.  After an amendment, supplement or waiver
under this Section becomes effective, the Company shall mail to the
Holders of Notes a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Company to
mail such  84


notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such amended or supplemental indenture or waiver.  After an amendment,
supplement or waiver under the foregoing paragraph becomes effective, the
Company shall, in the case of Definitive Notes, mail to the Holders of the
Notes a notice briefly describing the amendment, supplement or waiver. However,
the failure to give such notice to all Holders of the Notes, or any defect
therein, will not in any way impair or affect the validity of such amended or
supplemented indenture or waiver. In addition, for so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of such exchange so
require, the Company will publish notice of any amendment, supplement and
waiver in Luxembourg in a daily newspaper with general circulation in
Luxembourg (which is expected to be the Luxemburger
Wort).  SECTION 9.3 
Compliance with TIA.  From the
date on which this Indenture is qualified under the TIA, every amendment,
waiver or supplement of this Indenture or the Notes shall comply with the TIA
as then in effect.  SECTION 9.4 
Revocation and Effect of Consents. 
(a)  Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holders Note, even if notation
of the consent is not made on any Note. 
However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective.  An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds
every Holder of a Note.  (b)The Company may fix a record date for
determining which Holders of the Notes must consent to such amendment,
supplement or waiver.  If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30
days prior to the first solicitation of such consent or the date of the most
recent list of Holders of Notes furnished to the Trustee prior to such
solicitation pursuant to Section 2.5 or (ii) such other date as the
Company shall designate.  SECTION 9.5 
Notation on or Exchange of Notes. 
The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may
issue and the Trustee shall authenticate new Notes that reflect the amendment,
supplement or waiver.  Failure to make
the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.  SECTION 9.6 
Trustee to Sign Amendments, etc. 
The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article IX; provided,
however, that the Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver which adversely affects the
Trustees own rights, duties or immunities under this Indenture.  The Trustee shall be entitled to receive
indemnity reasonably satisfactory to it, and shall be fully protected in
relying upon, an Opinion of Counsel and an Officers Certificate each stating
that the execution of any amendment, supplement or waiver authorized pursuant
to this Article IX is authorized or permitted by this Indenture and
constitutes the legal, valid and binding obligations of the Company enforceable
in accordance with its terms.  Such
Opinion of Counsel shall not be an expense of the Trustee.  85


ARTICLE XSUBORDINATION  SECTION 10.1 
Agreement To Subordinate.  The
Company agrees, and the Trustee and each holder of Notes by accepting or
acquiring or becoming entitled to claim under or pursuant to a Note agrees,
that the Indebtedness evidenced by the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article X, to
the prior irrevocable payment in full in cash, Cash Equivalents or payment
satisfactory to holders of Senior Debt of all Senior Debt (whether outstanding
on the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of and enforceable by the holders of
Senior Debt.  SECTION 10.2 
Liquidation, Dissolution, Bankruptcy. 
Upon any distribution to creditors of the Company in a liquidation,
dissolution (including by exercise of any right of receipt, set off,
combination of accounts or other discharge) or winding up of the Company or in
a bankruptcy, administration, reorganization, examination, insolvency,
receivership, administrative receivership or similar proceeding relating to the
Company or its property, in an assignment for the benefit of creditors or any
marshaling of the Companys assets and liabilities:  (1)holders of Senior Debt shall be entitled to
receive irrevocable payment in full of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any such proceeding
at the rate specified in the applicable Senior Debt) in cash, Cash Equivalents
or other payment satisfactory to the holders of the Senior Debt before holders
of Notes shall be entitled to receive any payment with respect to the Notes;
and  (2) until all Senior Debt is irrevocably paid in
full in cash or other payment satisfactory to the holders of the Senior Debt,
any distribution to which the Trustee or the holders of Notes would be entitled
but for this Article X shall be made to holders of Senior Debt, as their
interests may appear.  SECTION 10.3 
Default on Senior Debt and/or Designated Senior Debt.  Anything contained in this Indenture to the
contrary notwithstanding, no payment on account of principal of or premium, if
any, or interest on, or other amounts due on the Notes, and no redemption, repurchase,
or other acquisition of the Notes, shall be made by or on behalf of the Company
unless:  (a)full payment of all amounts then due for
principal of and interest on, and of all other amounts then due on, all Senior
Debt of the Company has been made pursuant to the terms of the instruments
governing such Senior Debt; and  (b)at the time for, and immediately after giving
effect to, such payment, redemption, repurchase or other acquisition, there
shall not exist under any Senior Debt of the Company, or any agreement pursuant
to which any Senior Debt of the Company is issued, any default which shall not
have been cured or waived and which default shall have resulted in the full
amount of such Senior Debt being declared due and payable.  In addition, if the Trustee
shall receive written notice from the holders of Designated Senior Debt or
their Representative (a Blockage Notice) that there has occurred and is
continuing under such Designated Senior Debt, or any agreement pursuant to
which such Designated Senior Debt is issued, any default, which default shall
not have been cured or waived, giving the holders of such  86


Designated
Senior Debt the right to declare such Designated Senior Debt immediately due
and payable, then, anything contained in this Indenture to the contrary
notwithstanding, no payment on account of the principal of or premium, if any,
or interest on or any other amounts due on the Notes, and no redemption,
repurchase or other acquisition of the Notes, shall be made by or on behalf of
the Company during the period (the Payment Blockage Period) commencing on the
date of receipt of the Blockage Notice and ending 179 days thereafter, or
earlier if such Payment Blockage Period is terminated by written notice to the
Trustee and the Company from the Person or Persons who gave such Blockage
Notice:  (i)because the default giving rise to such
Blockage Notice is no longer continuing; or  (ii)because such Designated Senior Debt has been
repaid in full.  The Company may resume payments on the Notes after
the end of the Payment Blockage Period, unless the holders of such Designated
Senior Debt or the Representative of such holders have accelerated the maturity
of such Designated Senior Debt. Not more than one Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults
with respect to Designated Senior Debt during such period.  In the event of:  (1)a total or partial liquidation or a
dissolution of the Company;  (2)a reorganization, bankruptcy, insolvency,
receivership of or similar proceeding relating to the Company or its property;
or  (3)an assignment for the benefit of creditors or
marshaling of the Companys assets and liabilities,  then
the holders of Senior Debt will be entitled to receive payment in full in cash
or Cash Equivalents in respect of Senior Debt (including interest accruing
after, or which would accrue but for, the commencement of any proceeding at the
rate specified in the applicable Senior Debt, whether or not a claim for such
interest would be allowed) before the holders of the Notes will be entitled to
receive any payment or distribution, in the event of any payment or
distribution of the assets or securities of the Company. In addition, until the
Senior Debt is paid in full in cash or Cash Equivalents, any payment or
distribution to which holders of the Notes would be entitled but for this Article X
will be made to holders of the Senior Debt as their interests may appear. If a
payment or distribution is made to holders of the Notes that, due to this Article X,
should not have been made to them, such holders are required to hold it in
trust for the holders of Senior Debt and pay it over to them as their interests
may appear.  SECTION 10.4
Acceleration of Notes.  If payment
of the Notes is accelerated because of an Event of Default (other than an Event
of Default with respect to the Company specified in clause (7) of Section 6.1),
the Company shall promptly notify holders of Designated Senior Debt or the
Representative of the Designated Senior Debt of the acceleration.  The Company may not pay the Notes until five
Business Days after such holders of Designated Senior Debt or the
Representative of the Designated Senior Debt receives notice of such
acceleration and, thereafter, may pay the Notes only if the provisions of this Article X
otherwise permit payment at that time.  87


SECTION 10.5
When Distribution Must Be Paid Over. 
In the event that the Trustee, any holder of Notes or any other person
receives any payment or distribution of assets of the Company of any kind with
respect to the Notes in contravention of any terms contained in this Indenture,
whether in cash, property or securities, including, without limitation, by way
of set-off or otherwise, then such payment or distribution shall be held by the
recipient in trust for the benefit of holders of Senior Debt, and shall be
immediately paid over and delivered to the holders of Senior Debt or their
representative(s), to the extent necessary to make payment in full in cash or
other payment satisfactory to such holders of all Senior Debt remaining unpaid,
after giving effect to any concurrent payment or distribution or provision
therefor, to or for the holders of Senior Debt; provided, that the foregoing shall apply to the Trustee only
if a Trust Officer of the Trustee has actual knowledge (as determined in
accordance with Section 10.11) that such payment or distribution is
prohibited by this Indenture.  With respect to the holders
of Senior Debt, the Trustee undertakes to perform only such obligations on the
part of the Trustee as are specifically set forth in this Article X, and
no implied covenants or obligations with respect to the holders of Senior Debt
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not
be liable to any such holders if the Trustee shall pay over or distribute to or
on behalf of holders of Notes or the Company or any other person money or
assets to which any holders of Senior Debt shall be entitled by virtue of this Article X,
except if such payment is made as a result of the willful misconduct or gross
negligence of the Trustee.  SECTION 10.6  
Notice by Company.  The Company
shall promptly notify the Trustee of any facts known to the Company that would
cause a payment of any Obligations with respect to the Notes or the purchase of
any Notes by the Company to violate this Article X, but failure to give
such notice shall not affect the subordination of the Notes to the Senior Debt
as provided in this Article.  SECTION 10.7 
Subrogation.  After all Senior
Debt is paid in full and until the Notes are paid in full, holders of Notes
shall be subrogated (equally and ratably with all other indebtedness pari passu
with the Notes) to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the holders of Notes have been applied to the payment of
Senior Debt. A distribution made under this Article X to holders of Senior
Debt that otherwise would have been made to holders of Notes is not, as between
the Company and holders of Notes, a payment by the Company on the Notes.  SECTION 10.8 
Relative Rights.  This Article X
defines the relative rights of holders of Notes and holders of Senior Debt.
Nothing contained in this Indenture shall:  (1)impair, as between the Company and holders of
Notes, the obligation of the Company, which is absolute and unconditional, to
pay principal of or premium, if any, and interest on the Notes in accordance
with their terms;  (2)affect the relative rights of holders of
Notes and creditors of the Company, other than their rights in relation to
holders of Senior Debt; or  (3)prevent the Trustee or any holder of Notes
from exercising its available remedies upon a Default or Event of Default,
subject to the notice requirements of Section 6.2 and to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to holders of Notes.  88


If the Company fails because
of this Article to pay principal of, premium, if any, or interest on a
Note on the due date, the failure is still a Default or Event of Default.  SECTION 10.9 
Subordination May Not Be Impaired by Company.  No right of any holder of Senior Debt to enforce
the subordination of the indebtedness evidenced by the Notes shall be impaired
by any act or failure to act by the Company or any holder of Notes or by the
failure of the Company or any such holder to comply with this Indenture.  SECTION 10.10 
Distribution or Notice to Representative.  Whenever a distribution is to be made or a
notice given to holders of Senior Debt, the distribution may be made and the
notice given to their Representative(s).  Upon any payment or distribution of assets of the
Company referred to in this Article X, the Trustee and the holders of
Notes shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other person making any distribution to the
Trustee or to the holders of Notes for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article X.  SECTION 10.11  
Rights of Trustee and Paying Agent. 
The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by
the Trustee in respect of the Notes. 
Notwithstanding the provisions of this Article X or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee (other than pursuant to Section 10.4), and the
Trustee may continue to make payments on the Notes, unless a Trust Officer
shall have received at least two business days prior to the date of such
payment or distribution written notice of facts that would cause such payment
or distribution with respect to the Notes to violate this Article X.  Only the Company or a Representative may give
the notice.  Nothing contained in this Article X
shall impair or extend to the claims of, or payments or distributions to, the
Trustee under or pursuant to Section 7.7 hereof.  The Trustee in its
individual or any other capacity may hold Senior Debt with the same rights it would
have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee shall not be
liable to any holder of Senior Debt in the event that the Trustee, acting in
good faith, shall pay over or distribute to the Holders, the Company, or any
other Person, any payment or property to which any holders of the Senior Debt
are entitled by virtue of this Article X or otherwise.  Nothing contained in this paragraph shall
affect the obligation to hold such payment for the benefit of, and to pay such
payment over to the holders of Senior Debt.  SECTION 10.12 
Authorization to Effect Subordination. 
Each holder of a Note by the holders acceptance thereof authorizes and
directs the Trustee on the holders behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this Article X
(including, without limitation, by executing the Priority Agreement or a deed
of accession thereto (as required by the terms of the Priority Agreement) on
behalf of the Holders), and appoints the  89


Trustee to act as the holders attorney-in-fact for any and all such
purposes. If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in Section 6.12 hereof
at least 30 days before the expiration of the time to file such claim, the
holders of any Senior Debt or their Representatives are hereby authorized to
file an appropriate claim for and on behalf of the holders of the Notes.  SECTION 10.13 
Article Applicable to Paying Agents.  In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term Trustee as used in this Article shall in such case
(unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to
or in place of the Trustee; provided,
however, that the second and third paragraphs of Section 10.11
shall not apply to the Company or any subsidiary of the Company if it or such
subsidiary acts as Paying Agent.  SECTION 10.14  
Senior Debt Entitled to Rely.  The
holders of Senior Debt shall have the right to rely upon this Article X,
and no amendment or modification of the provisions contained herein shall
diminish or adversely affect the rights of such holders unless such holders
shall have agreed in writing thereto.  SECTION 10.15 
Permitted Payments. 
Notwithstanding anything to the contrary contained in this Article X,
the holders of Notes may receive and retain at any time on or prior to the
Maturity Date (i) securities that are subordinated to at least the same
extent as the Notes to (a) Senior Debt and (b) any securities issued
in exchange for Senior Debt and (ii) payments and other distributions made
from any trust created pursuant to Article VIII hereof.  SECTION 10.16 
No Waiver of Subordination Provisions. 
No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.  Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Debt may, at any time and from time
to time, without the consent of or notice to the Trustee or the holders of the
Notes, without incurring responsibility to the holders of the Notes and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the holders of the Notes to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, Senior
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (iii) release
any person liable in any manner for the collection of Senior Debt; and (iv) exercise
or refrain from exercising any rights against the Company and any other person.  90


ARTICLE XIMISCELLANEOUS  SECTION 11.1 
TIA Controls.  If any provision of
this Indenture limits, qualifies, or conflicts with the duties imposed by
operation of the TIA, the imposed duties shall control.  If any provision of this Indenture modifies
or excludes any provision of the TIA that can be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
excluded, as the case may be.  SECTION 11.2 
Notices.  Any notices or other
communications required or permitted hereunder shall be in writing, and shall
be sufficiently given if made by hand delivery, by telecopier or first-class
mail, postage prepaid, addressed as follows:  if to the Company:  Attention: 
Secretary 
JSG Funding plc
Beech Hill
Clonskeagh
Dublin 4
Ireland
Facsimile:  +353-1-260-0709  with a copy to:  Attention:  Mr. Dennis
M. Myers
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
United States
Facsimile:  +1-312-861-2200  if to the Trustee:  Attention: 
Trust & Securities Services, Global Debt Services
Deutsche Bank Trust Company Americas
60 Wall Street
27th Floor  MS NYC60-2710 
New York, NY 10005
Telecopier:  +1-212-250-2157
Telephone:  +1-732-578-4635  Each of the Company and the Trustee by written
notice to each other such Person may designate additional or different
addresses for notices to such Person. 
Any notice or communication to the Company and the Trustee shall be
deemed to have been given or made as of the date so delivered if personally
delivered; when receipt is acknowledged, if telecopied; and five (5) calendar
days after mailing if sent by first class mail, postage prepaid (except that a
notice of change of  91


address
and a Notice to the Trustee shall not be deemed to have been given until
actually received by the addressee).  In the case of Definitive Notes, all notices to
Holders of Notes will be validly given if mailed to them at their respective
addresses in the register of the Holders of such Notes, if any, maintained by
the Registrar.  And, so long as any of
the Notes are listed on the Luxembourg Stock Exchange and the rules of
that stock exchange so require, notices will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the
Luxemburger Wort) or, if in the
opinion of the Trustee such publication is not practicable, in an English
language newspaper having general circulation in Europe.  Each such notice shall be deemed to have been
given on the date of such publication or, if published more than once on
different dates, on the first date on which publication is made; provided that, if notices are mailed, such
notice shall be deemed to have been given on the later of such publication and
the seventh day after being so mailed. 
For so long as any Notes are represented by Global Notes, all notices to
Holders of the Notes will be delivered to the Clearing Agency, which will give
notice of such notice to the holders of the Book-Entry Interests.  Any notice or communication mailed to a
Holder shall be mailed to such Person by first-class mail or other equivalent
means and shall be sufficiently given to him if so mailed within the time
prescribed.  Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.  If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.  SECTION 11.3 
Communications by Holders with Other Holders.  Holders may communicate pursuant to Section 312(b) of
the TIA with other Holders with respect to their rights under this Indenture or
the Notes.  The Company, the Trustee, the
Registrar and any other person shall have the protection of Section 312(c) of
the TIA.  SECTION 11.4 
Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the
Company to the Trustee or an Agent to take any action under this Indenture, the
Company shall furnish to the Trustee at the request of the Trustee:  (1)an Officers Certificate, in form and
substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 11.5), stating that, in the opinion of the
signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied or complied with;
and  (2)an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee or such Agent (which shall include the
statements set forth in Section 11.5) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been satisfied or
complied with.  In any case where several matters are required to be
certified by, or covered by an Opinion of Counsel of, any specified Person, it
is not necessary that all such matters be certified by, or covered by the
Opinion of Counsel of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an
Opinion of Counsel with respect to some matters and one or more such Persons as
to other matters, and any such Person may certify or give an Opinion of Counsel
as to such matters in one or several documents.  Any certificate of an Officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel,
unless such Officer knows, or in the exercise of reasonable  92


care
should know, that such Opinion of Counsel with respect to the matters upon
which his certificate is based are erroneous. Any Opinion of Counsel may be
based, and may state that it is so based, insofar as it relates to factual
matters, upon a certificate of, or representations by, an officer or officers
of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or
representations with respect to such matters are erroneous.  Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.  SECTION 11.5
Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:  (1)a statement that the Person making such
certificate or opinion has read such covenant or condition;  (2)a brief statement as to the nature and scope
of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;  (3)a statement that, in the opinion of such
Person, such Person has made such examination or investigation as is necessary
to enable such Person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and  (4)a statement as to whether or not, in the
opinion of each such Person, such condition or covenant has been complied with.  SECTION 11.6
Rules by Trustee, Paying Agent, Registrar.  The Trustee, Paying Agent or Registrar may
make reasonable rules for its functions.  SECTION 11.7 
Legal Holidays.  If a payment date
is not a Business Day, payment may be made on the next succeeding day that is a
Business Day, and no interest shall accrue for the intervening period.  SECTION 11.8 
Governing Law.  This Indenture and the Notes, and the rights and duties of the parties
hereunder and thereunder, shall be governed by, and construed in accordance
with, the laws of the State of New York.  SECTION 11.9 
Submission to Jurisdiction; Appointment of Agent for Service.  To the fullest extent permitted by applicable
law, the Company irrevocably submits to the non-exclusive jurisdiction of and
venue in any federal or state court in the Borough of Manhattan in the City of
New York, County and State of New York, United States of America, in any suit
or proceeding based on or arising out of or under or in connection with this
Indenture or any of the transactions contemplated hereby, and irrevocably
agrees that all claims in respect of such suit or proceeding may be determined
in any such court.  The Company, to the
fullest extent permitted by applicable law, irrevocably and fully waives the
defense of an inconvenient forum to the maintenance of such suit or proceeding
and hereby irrevocably designates and appoints National Registered Agents, Inc.
(the Authorized Agent), as its authorized agent upon whom process may
be served in any such suit or proceeding. 
The Company represents that it has notified the Authorized Agent of such
designation  93


and appointment and that the Authorized Agent has accepted the same in
writing.  The Company hereby irrevocably
authorizes and directs its Authorized Agent to accept such service.  The Company further agrees that service of
process upon its Authorized Agent and written notice of said service to the
Company, mailed by first class mail or delivered to its Authorized Agent shall
be deemed in every respect effective service of process upon the Company in any
such suit or proceeding.  Nothing herein
shall affect the right of any person to serve process in any other manner
permitted by law.  The Company agrees
that a final action in any such suit or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
lawful manner.  Notwithstanding the
foregoing, any action against the Company arising out of or based on this
Indenture or the transactions contemplated hereby may also be instituted in any
competent court in Ireland and the Company expressly accepts the jurisdiction
of any such court in any such action. 
The Company hereby irrevocably waives, to the extent permitted by law,
any immunity to jurisdiction to which it may otherwise be entitled (including,
without limitation, immunity to pre-judgment attachment, post-judgment
attachment and execution) in any legal suit, action or proceeding against it
arising out of or based on this Indenture, the Notes or the transactions
contemplated hereby.  The provisions of
this Section 11.9 are intended to be effective upon the execution of this
Indenture and the Notes without any further action by the Company or the
Trustee and the introduction of a true copy of this Indenture into evidence
shall be conclusive and final evidence as to such matters  SECTION 11.10No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret
another indenture, loan or debt agreement of any of the Company or any of its
Subsidiaries.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.  SECTION 11.11  
No Personal Liability of Directors, Officers, Employees, Incorporators or
Stockholders.  No director, officer,
employee, incorporator or shareholder of the Company, as such, shall have any
liability for any obligations of the Company under the Notes, this Indenture
herein or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.  SECTION 11.12  
Currency Indemnity.  The U.S. dollar is the sole currency of
account and payment for all sums payable by the Company under or in connection
with the Notes, including damages. Any amount received or recovered in a
currency other than U.S. dollars (whether as a result of, or the enforcement
of, a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Company, or otherwise) by any Holder of a Note or the
Trustee in respect of any sum expressed to be due to it from the Company will
only constitute a discharge to the Company to the extent of the U.S. dollar
amount which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery (or,
if it is not practicable to make that purchase on that date, on the first date
on which it is practicable to do so). If that U.S. dollar amount is less than
the U.S. dollar amount expressed to be due to the recipient under any Note or
the Trustee, the Company will indemnify them against any loss sustained by them
as a result. In any event, the Company will indemnify the recipient against the
cost of making any such purchase.  For
the purposes of this Section 11.12, it will be sufficient for the Holder
of a Note or the Trustee to certify in a satisfactory manner (indicating the
sources of information used) that it would have suffered a loss had an actual
purchase of U.S. dollars been made with the amount so received in that other
currency on the date of receipt or recovery (or, if a purchase of U.S. dollars
on such date had not been practicable, on the first date on which it would have
been practicable, it being required that the need for a change of date be
certified in the manner mentioned above). These indemnities constitute a separate
and independent obligation from the Companys other obligations, will give rise  94


to a separate and independent cause of action, will apply irrespective
of any indulgence granted by any Holder of a Note or the Trustee and will
continue in full force and effect despite any other judgment, order, claim or
proof for a liquidated amount in respect of any sum due under any Note or to
the Trustee.  SECTION 11.13 
Currency Calculation.  Except as
otherwise expressly set forth herein, for purposes of determining compliance
with any euro-denominated restriction herein, the euro-equivalent amount for
purposes hereof that is denominated in a non-euro currency shall be calculated
based on the relevant currency exchange rate in effect on the date such
non-euro amount is incurred or made, as the case may be.  SECTION 11.14 
Information.  For so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, copies of this Indenture and the Registration Rights
Agreement will be made available in Luxembourg through the offices of the
Paying Agent in Luxembourg.  SECTION 11.15  
Successors.  All agreements of the
Company in this Indenture and the Notes shall bind their respective successors.  All agreements of the Trustee in this
Indenture shall bind its successor.  SECTION 11.16 
Counterpart Originals.  All
parties hereto may sign any number of copies of this Indenture.  Each signed copy or counterpart shall be an
original, but all of them together shall represent one and the same agreement.  SECTION 11.17
Severability.  In case any one or
more of the provisions in this Indenture or in the Notes shall be held invalid,
illegal or unenforceable, in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.  SECTION 11.18  
Table of Contents, Headings, etc. 
The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.  95


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed, as of the date first written above.  JSG FUNDING PLCPRESENT when the Common Seal of JSG 
  Funding plc was affixed hereto:By:
  /s/ GARY W. MCGANNName:
  Gary W. McGannTitle:
  Director and Chief Executive OfficerBy:
  /s/ IAN J. CURLEYName:
  Ian J. CurleyTitle:
  Director and Chief Financial Officer  A-1


DEUTSCHE BANK TRUST COMPANY
  AMERICAS, as Trustee, Registrar and Paying 
  AgentBy:
  /s/ RODNEY GAUGHANName:
  Rodney GaughanTitle:
  Assistant Vice President  A-2


DEUTSCHE BANK LUXEMBOURG S.A., 
  as Paying Agent and Transfer AgentBy:
  /s/ JASON MISTRYName:
  Jason MistryTitle:
  AttorneyBy:
  /s/ C. RAKESTROWName:
  C. RakestrowTitle:
  Attorney  A-3


EXHIBIT A TO THE INDENTURE  [FORM OF FACE OF
INITIAL GLOBAL NOTE]  THIS BEARER NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS INITIALLY ISSUED TO THE
BOOK-ENTRY DEPOSITARY OR ITS CUSTODIAN PURSUANT TO THE DEPOSIT AGREEMENT
REFERRED TO IN THE INDENTURE.  TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART.  THIS NOTE OF JSG FUNDING PLC (THE COMPANY) HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S.
SECURITIES ACT), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF
(WITHOUT PREJUDICE TO THE BEARER NATURE HEREOF) 
(1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO
RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT
WILL NOT, PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S. SECURITIES ACT OR ANY
SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE RESALE RESTRICTION TERMINATION DATE), OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S.
SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS NOTE IS  A-4


TRANSFERRED
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY
AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES
ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION
DATE TO REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO THE COMPANY AND THE TRUSTEE IS COMPLETED AND
DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE
TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.  A-5


JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  CUSIP No.:ISIN No.: ________  No.  JSG FUNDING PLC, a public limited company
incorporated under the laws of Ireland and having its registered office at
Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company, which term includes
any successor corporation), for value received promises to pay to the bearer
hereof upon surrender hereof the principal sum indicated on Schedule A
hereof, on April 1, 2015.  Interest Payment Dates:  April 1 and October 1, commencing April 1,
2005.  Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.  A-6


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.  Dated:JSG FUNDING PLCBy:Name:Title:By:Name:Title:  This
is one of the Notes referred to
in the within-mentioned Indenture:  DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee   By:Name:Title:Dated:  A-7


[FORM OF REVERSE]  JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  1.Interest.  JSG FUNDING PLC, a public
limited company incorporated under the laws of Ireland and having its
registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company),
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.  Interest
on the Notes will be payable semi-annually in arrears on April 1 and October 1,
commencing on April 1, 2005. The Company will make each interest payment
to the bearer thereof on the interest payment date. Rights of holders of
beneficial interests to receive such payments will be subject to applicable
procedures of the Book-Entry Depositary and DTC. Interest on the Notes will
accrue at the rate of 7.75% per annum. Interest accruing on all Notes then
outstanding will be payable in cash. 
Interest on the Notes will accrue from the date of original issuance or,
if interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.  The Company shall pay interest on overdue principal
and on overdue installments of interest (without regard to any applicable grace
periods) and on any Additional Amounts from time to time on demand at the rate
borne by the Notes plus 1.5% per annum to the extent lawful.  Any interest paid on this Note shall be
increased to the extent necessary to pay Additional Amounts as set forth
herein.  2.Registration Rights Agreement. 
Pursuant to a Registration Rights Agreement between the Company and the
Initial Purchasers on behalf of Holders of the Initial Notes, the Company has
agreed to use all commercially reasonable efforts to consummate an exchange
offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the Companys 7.75% Senior Subordinated Notes due 2015
(the Exchange Notes), which have then been registered under the Securities
Act, in like principal amount and having substantially identical terms in all
material respects as the Initial Notes.  3.Additional Amounts.  All
payments made by the Company on the Notes (whether or not in the form of
Definitive Notes) will be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature (collectively, Taxes) imposed or levied by or on
behalf of (1) Luxembourg, the United States, Ireland or any political
subdivision or governmental authority of any thereof or therein having power to
tax, (2) any jurisdiction from or through which payment on the Notes is
made, or any political subdivision or governmental authority thereof or therein
having the power to tax or (3) any other jurisdiction in which the Payor
is organized or otherwise considered to be a resident for tax purposes, or any
political subdivision or governmental authority thereof or therein having the
power to tax (each of clause (1), (2) and (3), a Relevant Taxing
Jurisdiction), unless the withholding or deduction of Taxes is then required
by law.  If any deduction or withholding
for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at
any time be required from any payments made with respect to the Notes,
including payments of principal, Redemption Price, interest or premium, the
Payor will pay (together with such payments) such additional amounts (the Additional
Amounts) as may be necessary in order that the net amounts received in respect
of such payments by the Holders of Notes or the Trustee, as the case may be,
after such withholding or deduction (including any such deduction or withholding
from  A-8


such
Additional Amounts), equal the amounts which would have been received in
respect of such payments on the Notes in the absence of such withholding or
deduction; provided, however,
that no such Additional Amounts will be payable with respect to:  (1)any payments to a Holder or beneficial owner
who is liable for such Taxes in respect of such Note by reason of the Holders
or beneficial owners having any present or former connection with the Relevant
Taxing Jurisdiction (including being a citizen or resident or national of, or
carrying on a business or maintaining a permanent establishment in, or being
physically present in, the Relevant Taxing Jurisdiction) other than by the mere
holding of such Note or enforcement of rights thereunder or the receipt of
payments in respect thereof;  (2)any Taxes that are imposed or withheld where
such withholding or imposition is by reason of the failure of the Holder or
beneficial owner of the Note to comply with any reasonable and timely request
by the Payor to provide information concerning the nationality, residence or
identity of such Holder or beneficial owner or to make any declaration or
similar claim or satisfy any certification, information or other reporting
requirement relating to such matters, which is required or imposed by a
statute, treaty, regulation, protocol, or administrative practice of the
Relevant Taxing Jurisdiction as a precondition to exemption from all or part of
such Taxes;  (3)except in the case of the winding up of the
Payor, any Note presented for payment (where presentation is required) in the
Relevant Taxing Jurisdiction (unless by reason of the Payors actions,
presentment could not have been made elsewhere and except to the extent that
the Holder would have been entitled to Additional Amounts had the Notes been
presented elsewhere);  (4)any Note presented for payment (where
presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the
Holder would have been entitled to Additional Amounts had the Note been
presented during such 30 day period);  (5)any Taxes that are payable otherwise than by
withholding from a payment of the principal of, premium, if any, or interest on
the Notes;  (6)any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge;  (7)a Tax imposed on a payment to an individual
and required to be made pursuant to the Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive; or  (8)a Tax imposed in connection with a Note
presented for payment by or on behalf of a Holder or beneficial owner who would
have been able to avoid such Tax by presenting the Note to another paying agent
in a member state of the European Union.  Such Additional Amounts will also not be payable
where, had the beneficial owner of the Note been the Holder of the Note, it
would not have been entitled to payment of Additional Amounts by reason of
clauses (1) to (8) inclusive above.  A-9


Upon request, the Company will provide the Trustee
with documentation satisfactory to the Trustee evidencing the payment of
Additional Amounts.  Copies of such
documentation will be made available to the Holders upon request.  4.Method of Payment.  The
Company shall pay interest on the Notes to the bearer hereof.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Company shall pay all amounts owing hereunder in U.S. dollars.  Immediately available funds for the payment
of the principal of (and premium, if any), interest and Additional Amounts, if
any, on this Note due on any interest payment date, Maturity Date, Redemption
Date or other repurchase date will be made available to the Paying Agent to
permit the Paying Agent to pay such funds to the Holders on such respective
dates.  All amounts payable hereunder
will be made available to the bearer hereof through one or more Paying Agents
located outside Ireland.  5.Paying Agent and Registrar. 
Initially, Deutsche Bank Trust Company Americas will act as Paying Agent
and Registrar.  In the event that a
Paying Agent or transfer agent is replaced, the Company will provide notice
thereof as set forth in the Indenture. 
The Company may change any Registrar without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act in any such capacity.  6.Indenture.  The Company issued the Notes
under a Dollar Indenture, dated as of January 31, 2005 (the Indenture),
among the Company, Deutsche Bank Trust Company Americas, as Trustee, Registrar
and Paying Agent, and Deutsche Bank Luxembourg S.A., as Paying Agent and
transfer agent.  This Note is one of a
duly authorized issue of Notes (as defined in the Indenture) of the Company
designated as its 7.75% Senior Subordinated Notes due 2015 (the Initial Notes).  The Notes include the Initial Notes and the
Exchange Notes issued in exchange for the Initial Notes pursuant to the
Indenture.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa
77bbbb) (the TIA), as in effect on the date of the Indenture until such time
as the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA.  Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured senior
subordinated obligations of the Company. 
The Notes are not limited in aggregate principal amount and Additional
Notes (as defined in the Indenture) may be issued from time to time under the
Indenture.  Each Holder, by accepting a
Note, agrees to be bound by all of the terms and provisions of the Indenture,
as the same may be amended from time to time.  7.Ranking.  The Notes will be general,
unsecured senior subordinated obligations of the Company and will rank junior
in right of payment to all existing and future Senior Debt of the Company.  8.Optional Redemption.  On
or after January 31, 2010, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Amounts, if any, thereon (each, a Redemption
Price), to the date fixed by the Company for redemption (a Redemption Date)
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest and Additional Amounts, if any, due on the
relevant interest payment date), if redeemed during the twelve-month period
beginning on January 31 of the years indicated below:  A-10


Year
  
  Redemption Price2010
  
  103.875
  %2011
  
  102.583
  %2012
  
  101.212
  %2013 and
  thereafter
  
  100.000
  %  In the event that the Company effects an optional
redemption of the Notes, the Company will inform the Luxembourg Stock Exchange
of such optional redemption and confirm the aggregate principal amount of the
Notes that will remain outstanding following such redemption.  At least 30 days but not more than 60 days
before a redemption date, the Company shall publish notice thereof, if and so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such stock exchange shall so require, a newspaper having a general circulation
in Luxembourg (which is expected to be the Luxemburger
Wort).  In addition, at any time prior to January 31,
2008, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture with the net
cash proceeds of sales of Capital Stock of the Company or a capital
contribution to the Companys common equity made with the net cash proceeds of
sales of Capital Stock of the Companys direct or indirect parent at a
redemption price of 107.75% of the principal amount thereof, plus accrued and
unpaid interest and Additional Amounts, if any, (each a Redemption Price), to
the date fixed by the Company for redemption (a Redemption Date) (subject to
the right of Holders of record of Definitive Notes on the relevant Record Date
to receive interest and Additional Amounts, if any, due on the relevant
interest payment date); provided that (1) at least 65% of the aggregate
principal amount of Notes issued under the Indenture remain outstanding
immediately after the occurrence of any such redemption (excluding Notes, as
applicable, held by the Company and its Subsidiaries); and (2) the
redemption must occur within 60 days of the date of the closing of such
offering or the making of such capital contribution.  9.Special Tax Redemption.  The
Company may, at its option, redeem the Notes in whole, but not in part, at any
time upon giving not less than 30 nor more than 60 days notice to the
Holders of the Notes (which notice will be irrevocable) at a redemption price
equal to 100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date fixed for redemption (a Tax Redemption Date)
(subject to the right of holders of record of Definitive Notes on the relevant
record date to receive interest due on the relevant interest payment date), all
Additional Amounts, if any, then due and which will become due on the Tax
Redemption Date as a result of the redemption or otherwise, (a Redemption
Price), if a Payor determines that, as a result of (1) any change in, or
amendment to, the law or treaties (or any regulations or rulings promulgated
thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any
change in position regarding the application, administration or interpretation
of such laws, treaties, regulations or rulings (including a holding, judgment
or order by a court of competent jurisdiction) (each of the foregoing in
clauses (1) and (2), a Change in Tax Law), the Payor is, or on the next
interest payment date in respect of the Notes would be, required to pay more
than de minimis Additional
Amounts, and the Payor cannot avoid such obligation by taking reasonable
measures available to it.  In the case of
the Company, the Change in Tax Law must become effective on or after the date
of the Offering Memorandum.  In the case
of a Successor Company, the Change in Tax Law must become effective after the
date that such entity first makes payment on the Notes.  Notice of redemption for taxation reasons
will be published in accordance with the procedures set forth in the
Indenture.  Notwithstanding the
foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Payor would be obliged to make such
payment or withholding if a payment in respect of such Notes were  A-11


then
due.  Prior to the publication or mailing
of any notice of redemption of Notes pursuant to the foregoing, the Payor will
deliver to the Trustee an opinion of an independent tax counsel reasonably
satisfactory to the Trustee to the effect that the circumstances referred to
above exist.  The Trustee will accept
such opinion as sufficient existence of the satisfaction of the conditions
precedent described above, in which event it will be conclusive and binding on
the Holders of the Notes.  10.Notice of Redemption. 
Notice of redemption will be given at least 30 days but not more than 60
days before the Redemption Date or Tax Redemption Date, as the case may
be.  So long as any of the Notes are
listed on the Luxembourg Stock Exchange and the rules of that stock
exchange so require, notices will be published in a leading newspaper having
general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, if in the opinion of
the Trustee such publication is not practicable, in an English language
newspaper having general circulation in Europe. 
All such notices in respect of Global Notes will be delivered to the
Clearing Agency, which will give notice of such notice to the holders of the
Book-Entry Interests.  Notes in
denominations of $1,000 may be redeemed only in whole.  The Trustee may select for redemption portions
(equal to $1,000 or any integral multiple thereof) of the principal of Notes
that have denominations larger than $1,000.  Except as set forth in the Indenture, from and after
any Redemption Date, if monies for the redemption of the Notes called for redemption
shall have been deposited with the Paying Agent for redemption on such
Redemption Date, then, unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest,
or Additional Amounts, if any, and the only right of the Holders of such Notes
will be to receive payment of the Redemption Price.  Notices of redemption may not be conditional.  11.Change of Control Offer.  Upon
the occurrence of a Change of Control, the Company will be required to
make an offer to purchase all or any part (equal to $1,000 in principal
amount and integral multiples thereof) of the Notes on the Change of Control
Payment Date at a purchase price in cash equal to the Change of Control Payment
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest and Additional Amounts, if any, on the relevant
interest payment date).  Holders of Notes
that are subject to an offer to purchase will receive a Change of Control Offer
from the Company prior to any related Change of Control Payment Date and may
elect to have such Notes purchased by completing the form entitled Option of
Holder to Elect Purchase appearing below.  12.Limitation on Disposition of Assets.  On
the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds 25.0 million, the Company will make an offer (an Asset Sale
Offer) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum
principal amount of Notes and such other pari
passu Indebtedness that may be purchased out of the Excess
Proceeds.  The offer price in any Asset
Sale Offer will be equal to 100% of principal amount plus accrued and unpaid
interest and Additional Amounts, if any, to the date of purchase, and will be
payable in cash.  If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes
and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based on the
principal amount of such Notes and such other pari
passu Indebtedness tendered. 
Holders of Notes that are the subject of an offer to purchase  A-12


will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase appearing below.  13.Denominations; Form.  The
Global Notes are in bearer global form, without coupons, in denominations of
$1,000 and integral multiples of $1,000.  14.Persons Deemed Owners.  The
bearer of this Note shall be treated as the owner of it for all purposes,
subject to the terms of the Indenture.  15.Unclaimed Funds.  If
funds for the payment of principal, interest, premium, or Additional Amounts
remain unclaimed for two years, the Trustee and the Paying Agents will repay
the funds to the Company at its written request.  After that, all liability of the Trustee and
such Paying Agents with respect to such funds shall cease.  16.Legal Defeasance and Covenant Defeasance.  The
Company may be discharged from its obligations under the Indenture and the
Notes except for certain provisions thereof, and may be discharged from its
obligations to comply with certain covenants contained in the Indenture, in
each case upon satisfaction of certain conditions specified in the Indenture.  17.Amendment; Supplement; Waiver. 
Subject to certain exceptions specified in the Indenture, the Indenture
or the Notes may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.  18.Restrictive Covenants.  The
Indenture imposes certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to, incur additional
Indebtedness, pay dividends or make other distributions or investments, repurchase
its Capital Stock or make certain other Restricted Payments, enter into certain
consolidations or mergers or enter into certain transactions with Affiliates
and consummate certain mergers and consolidations or sales of all or
substantially all assets.  The
limitations are subject to a number of important qualifications and
exceptions.  The Company must annually
report to the Trustee on compliance with such limitations.  19.Successors.  When a successor assumes all
the obligations of its predecessor under the Notes and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.  20.Defaults and Remedies. 
Subject to certain restrictions, if an Event of Default (other than an
Event of Default specified in clause (7) of Section 6.1 of the
Indenture) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately in the manner and with the effect provided in
the Indenture.  Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity satisfactory to
it.  The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power.  The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default in payment of principal,  A-13


premium,
interest and Additional Amounts, if any, including an accelerated payment) if
it determines that withholding notice is in their interest.  21.Trustee Dealings with Company.  The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Company,
its Subsidiaries or their respective Affiliates as if it were not the Trustee.  22.No Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.  23.Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.  24.Abbreviations and Defined Terms. 
Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). 
Unless otherwise defined herein, terms defined in the Indenture are used
herein as defined therein.  25.CUSIP, ISIN and Common Code Numbers.  The
Company may cause CUSIP, ISIN and Common Code numbers to be printed on the
Notes immediately prior to the qualification of the Indenture under the TIA as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.  26.Governing Law.  The Indenture and the Notes, and the rights and duties
of the parties hereunder and thereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York.  A-14


SCHEDULE A  SCHEDULE OF PRINCIPAL AMOUNT  The initial principal amount at maturity of this
Note shall be $            .  The following decreases/increases in the
principal amount at maturity of this Note have been made:  Date of 
  Decrease/
  Increase
  
  Decrease in
  Principal
  Amount at 
  Maturity
  
  Increase in 
  Principal 
  Amount at
  Maturity
  
  Total Principal
  Amount at
  Maturity 
  Following such 
  Decrease/
  Increase
  
  Notation
  Made by 
  or on 
  Behalf of
  Trustee  A-15


OPTION
OF HOLDER TO ELECT PURCHASE  If you want to elect to have this Note purchased by
the Company pursuant to Section 4.14 or Section 4.19 of the
Indenture, check the appropriate box:  Section 4.14
[      ] Section 4.19 [      ]  If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.19 of
the Indenture, state the amount: $  Date:Your Signature: (Sign
exactly as your name appears on the other side of this Note)  Signature Guarantee: Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)  A-16


EXHIBIT B TO THE INDENTURE  [FORM OF
FACE OF INITIAL DEFINITIVE NOTE]  THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO.  THIS SECURITY OF JSG FUNDING PLC (THE COMPANY) HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S.
SECURITIES ACT), OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.  NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES
THAT IT WILL NOT, PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S. SECURITIES
ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON
WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF
ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE RESALE RESTRICTION
TERMINATION DATE), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES
ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS
DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S.
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE
TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE
PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THAT AN OPINION OF COUNSEL,  B-1


CERTIFICATIONS
AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND THE TRUSTEE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.  B-2


JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  CUSIP No.:ISIN No.:No.
  $____________  JSG FUNDING PLC, a public limited company
incorporated under the laws of Ireland and having its registered office at
Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company, which term includes
any successor corporation), for value received promises to pay           
or registered assigns upon surrender hereof the principal sum of           
U.S. Dollars ($          ),
on April 1, 2015.  Interest Payment Dates:  April 1 and October 1, commencing April 1,
2005  Record Dates: 
March 15 and September 15  Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.  B-3


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.  Dated:JSG FUNDING PLCBy:Name:Title:By:Name:Title:   This
is one of the Notes referred to
in the within-mentioned Indenture:  DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee   By:Name:Title:Dated:  B-4


[FORM OF REVERSE]  JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  1.Interest.  JSG FUNDING PLC, a public
limited company incorporated under the laws of Ireland and having its
registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company),
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.  Interest
on the Notes will be payable semi-annually in arrears on April 1 and October 1,
commencing on April 1, 2005. The Company will make each interest payment
to the Holders of record on the immediately preceding March 15 and September 15.
Rights of holders of beneficial interests to receive such payments will be
subject to applicable procedures of the Book-Entry Depositary and DTC. Interest
on the Notes will accrue at the rate of 7.75% per annum. Interest accruing on
all Notes then outstanding will be payable in cash.  Interest on the Notes will accrue from the
date of original issuance or, if interest has already been paid, from the date
it was most recently paid. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.  The Company shall pay interest on overdue principal
and on overdue installments of interest (without regard to any applicable grace
periods) and on any Additional Amounts from time to time on demand at the rate
borne by the Notes plus 1.5% per annum to the extent lawful.  Any interest paid on this Note shall be
increased to the extent necessary to pay Additional Amounts as set forth
herein.  2.Registration Rights Agreement. 
Pursuant to a Registration Rights Agreement between the Company and the
Initial Purchasers on behalf of Holders of the Initial Notes, the Company has
agreed to use all commercially reasonable efforts to consummate an exchange
offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the Companys 7.75% Senior Subordinated Notes due 2015
(the Exchange Notes), which have then been registered under the Securities
Act, in like principal amount and having substantially identical terms in all
material respects as the Initial Notes.  3.Additional Amounts.  All
payments made by the Company on the Notes (whether or not in the form of
Definitive Notes) will be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature (collectively, Taxes) imposed or levied by or on
behalf of (1) Luxembourg, the United States, Ireland or any political
subdivision or governmental authority of any thereof or therein having power to
tax, (2) any jurisdiction from or through which payment on the Notes is made,
or any political subdivision or governmental authority thereof or therein
having the power to tax or (3) any other jurisdiction in which the Payor
is organized or otherwise considered to be a resident for tax purposes, or any
political subdivision or governmental authority thereof or therein having the
power to tax (each of clause (1), (2) and (3), a Relevant Taxing
Jurisdiction), unless the withholding or deduction of Taxes is then required
by law.  If any deduction or withholding
for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at
any time be required from any payments made with respect to the Notes,
including payments of principal, Redemption Price, interest or premium, the
Payor will pay (together with such payments) such additional amounts (the Additional
Amounts) as may be  B-5


necessary
in order that the net amounts received in respect of such payments by the
Holders of Notes or the Trustee, as the case may be, after such withholding or
deduction (including any such deduction or withholding from such Additional
Amounts), equal the amounts which would have been received in respect of such
payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional
Amounts will be payable with respect to:  (1)any payments to a Holder or beneficial owner
who is liable for such Taxes in respect of such Note by reason of the Holders
or beneficial owners having any present or former connection with the Relevant
Taxing Jurisdiction (including being a citizen or resident or national of, or
carrying on a business or maintaining a permanent establishment in, or being
physically present in, the Relevant Taxing Jurisdiction) other than by the mere
holding of such Note or enforcement of rights thereunder or the receipt of
payments in respect thereof;  (2)any Taxes that are imposed or withheld where
such withholding or imposition is by reason of the failure of the Holder or
beneficial owner of the Note to comply with any reasonable and timely request
by the Payor to provide information concerning the nationality, residence or
identity of such Holder or beneficial owner or to make any declaration or
similar claim or satisfy any certification, information or other reporting
requirement relating to such matters, which is required or imposed by a
statute, treaty, regulation, protocol, or administrative practice of the
Relevant Taxing Jurisdiction as a precondition to exemption from all or part of
such Taxes;  (3)except in the case of the winding up of the
Payor, any Note presented for payment (where presentation is required) in the
Relevant Taxing Jurisdiction (unless by reason of the Payors actions,
presentment could not have been made elsewhere and except to the extent that
the Holder would have been entitled to Additional Amounts had the Notes been
presented elsewhere);  (4)any Note presented for payment (where
presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the
Holder would have been entitled to Additional Amounts had the Note been
presented during such 30 day period);  (5)any Taxes that are payable otherwise than by
withholding from a payment of the principal of, premium, if any, or interest on
the Notes;  (6)any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge;  (7)a Tax imposed on a payment to an individual
and required to be made pursuant to the Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive; or  (8)a Tax imposed in connection with a Note
presented for payment by or on behalf of a Holder or beneficial owner who would
have been able to avoid such Tax by presenting the Note to another paying agent
in a member state of the European Union.  B-6


Such Additional Amounts will also not be payable
where, had the beneficial owner of the Note been the Holder of the Note, it
would not have been entitled to payment of Additional Amounts by reason of
clauses (1) to (8) inclusive above.  Upon request, the Company will provide the Trustee
with documentation satisfactory to the Trustee evidencing the payment of
Additional Amounts. Copies of such documentation will be made available to the
Holders upon request.  4.Method of Payment.  The
Company shall pay interest on the Notes (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the interest payment date for such interest.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Company shall pay all amounts owing hereunder in U.S. dollars.  With respect to payments in U.S. dollars, if (i) a
Holder of at least $1.0 million in aggregate principal amount of Notes has
given wire transfer instructions to the Company and the Paying Agent in
writing, (ii) the Paying Agent has received such written wire transfer
instruction at least 15 days prior to the date of the relevant payment and (iii) for
so long as the Notes are listed on the Luxembourg Stock Exchange, such holder
has also provided such notice to the paying agent in Luxembourg, then the
Company will pay all interest, premium and Additional Amounts, if any, on that
Holders Notes in accordance with those instructions by wire transfer of same
day funds to the Paying Agent who in turn will wire such funds to the Holder
hereof or to such other Person as the Holder hereof may in writing to the
Paying Agent direct.  In all other cases,
the Company may elect to make payments of interest, premium and Additional
Amounts, if any, on a Holders Notes by check mailed to the Holders at their
addresses set forth in the register of Holders. 
Payments on Notes will be made through the office or agency of the
Paying Agent and Registrar for the Notes unless the Company elects to make
interest payments by check as previously described.  If payments are made through the Paying
Agent, immediately available funds for the payment of the principal of (and
premium, if any), interest and Additional Amounts, if any, on this Note due on
any interest payment date, Maturity Date, Redemption Date or other repurchase date
will be made available to the Paying Agent to permit the Paying Agent to pay
such funds to the Holders on such respective dates.  5.Paying Agent and Registrar. 
Initially, Deutsche Bank Trust Company Americas will act as Paying Agent
and Registrar.  In the event that a
Paying Agent or transfer agent is replaced, the Company will provide notice
thereof as set forth in the Indenture. 
The Company may change any Registrar without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act in any such capacity.  6.Indenture.  The Company issued the Notes
under a Dollar Indenture, dated as of January 31, 2005 (the Indenture),
among the Company, Deutsche Bank Trust Company Americas, as Trustee, Registrar
and Paying Agent, and Deutsche Bank Luxembourg S.A., as Paying Agent and
transfer agent.  This Note is one of a
duly authorized issue of Notes (as defined in the Indenture) of the Company
designated as its 7.75% Senior Subordinated Notes due 2015 (the Initial Notes).  The Notes include the Initial Notes and the
Exchange Notes issued in exchange for the Initial Notes pursuant to the
Indenture.  The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa
77bbbb) (the TIA), as in effect on the date of the Indenture until such time
as the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA.  Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured senior
subordinated obligations of the Company. 
The Notes are not  B-7


limited
in aggregate principal amount and Additional Notes (as defined in the
Indenture) may be issued from time to time under the Indenture.  Each Holder, by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.  7.Ranking.  The Notes will be general,
unsecured senior subordinated obligations of the Company and will rank junior
in right of payment to all existing and future Senior Debt of the Company.  8.Optional Redemption.  On
or after January 31, 2010, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Amounts, if any, thereon (each, a Redemption
Price), to the date fixed by the Company for redemption (a Redemption Date)
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest and Additional Amounts, if any, due on the
relevant interest payment date), if redeemed during the twelve-month period
beginning on January 31 of the years indicated below:  Year
  
  Redemption Price2010
  
  103.875
  %2011
  
  102.583
  %2012
  
  101.212
  %2013 and thereafter
  
  100.000
  %  In the event that the Company effects an optional
redemption of the Notes, the Company will inform the Luxembourg Stock Exchange
of such optional redemption and confirm the aggregate principal amount of the
Notes that will remain outstanding following such redemption.  At least 30 days but not more than 60 days
before a redemption date, the Company shall publish notice thereof, if and so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such stock exchange shall so require, a newspaper having a general circulation
in Luxembourg (which is expected to be the Luxemburger
Wort) and, in addition to such publication, mail such notice to
Holders by first-class mail, postage prepaid, at their respective addresses as
they appear on the registration books of the Registrar.  In addition, at any time prior to January 31,
2008, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture with the net
cash proceeds of sales of Capital Stock of the Company or a capital
contribution to the Companys common equity made with the net cash proceeds of
sales of Capital Stock of the Companys direct or indirect parent at a
redemption price of 107.75% of the principal amount thereof, plus accrued and
unpaid interest and Additional Amounts, if any, (each a Redemption Price), to
the date fixed by the Company for redemption (a Redemption Date) (subject to
the right of Holders of record of Definitive Notes on the relevant Record Date
to receive interest and Additional Amounts, if any, due on the relevant
interest payment date); provided that (1) at least 65% of the aggregate
principal amount of Notes issued under the Indenture remain outstanding
immediately after the occurrence of any such redemption (excluding Notes, as
applicable, held by the Company and its Subsidiaries); and (2) the
redemption must occur within 60 days of the date of the closing of such
offering or the making of such capital contribution.  9.Special Tax Redemption.  The
Company may, at its option, redeem the Notes in whole, but not in part, at any
time upon giving not less than 30 nor more than 60 days notice to the  B-8


Holders
of the Notes (which notice will be irrevocable) at a redemption price equal to
100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date fixed for redemption (a Tax Redemption Date)
(subject to the right of holders of record of Definitive Notes on the relevant
record date to receive interest due on the relevant interest payment date), all
Additional Amounts, if any, then due and which will become due on the Tax
Redemption Date as a result of the redemption or otherwise, (a Redemption
Price), if a Payor determines that, as a result of (1) any change in, or
amendment to, the law or treaties (or any regulations or rulings promulgated
thereunder) of a Relevant Taxing Jurisdiction affecting taxation or (2) any
change in position regarding the application, administration or interpretation
of such laws, treaties, regulations or rulings (including a holding, judgment
or order by a court of competent jurisdiction) (each of the foregoing in
clauses (1) and (2), a Change in Tax Law), the Payor is, or on the next
interest payment date in respect of the Notes would be, required to pay more
than de minimis Additional
Amounts, and the Payor cannot avoid such obligation by taking reasonable
measures available to it.  In the case of
the Company, the Change in Tax Law must become effective on or after the date
of the Offering Memorandum.  In the case
of a Successor Company, the Change in Tax Law must become effective after the
date that such entity first makes payment on the Notes.  Notice of redemption for taxation reasons
will be published in accordance with the procedures set forth in the
Indenture.  Notwithstanding the
foregoing, no such notice of redemption will be given earlier than 90 days
prior to the earliest date on which the Payor would be obliged to make such
payment or withholding if a payment in respect of such Notes were then
due.  Prior to the publication or mailing
of any notice of redemption of Notes pursuant to the foregoing, the Payor will
deliver to the Trustee an opinion of an independent tax counsel reasonably
satisfactory to the Trustee to the effect that the circumstances referred to
above exist.  The Trustee will accept
such opinion as sufficient existence of the satisfaction of the conditions
precedent described above, in which event it will be conclusive and binding on
the Holders of the Notes.  10.Notice of Redemption. 
Notice of redemption will be given at least 30 days but not more than 60
days before the Redemption Date or Tax Redemption Date, as the case may be.  All notices to Holders of Notes will be
validly given if mailed to them at their respective addresses in the register
of the Holders of such Notes maintained by the Registrar.  So long as any of the Notes are listed on the
Luxembourg Stock Exchange and the rules of that stock exchange so require,
notices will be published in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburger
Wort) or, if in the opinion of the Trustee such publication is not
practicable, in an English language newspaper having general circulation in
Europe.  Notes in denominations of $1,000
may be redeemed only in whole.  The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000.  Except as set forth in the Indenture, from and after
any Redemption Date, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then, unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest
or, Additional Amounts, if any, and the only right of the Holders of such Notes
will be to receive payment of the Redemption Price.  Notices of redemption may not be conditional.  11.Change of Control Offer.  Upon
the occurrence of a Change of Control, the Company will be required to
make an offer to purchase all or any part (equal to $1,000 in principal amount
and integral multiples thereof) of the Notes on the Change of Control Payment
Date at a purchase price in cash equal to the Change of Control Payment
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest and Additional Amounts, if  B-9


any,
on the relevant interest payment date). 
Holders of Notes that are subject to an offer to purchase will receive a
Change of Control Offer from the Company prior to any related Change of Control
Payment Date and may elect to have such Notes purchased by completing the form
entitled Option of Holder to Elect Purchase appearing below.  12.Limitation on Disposition of Assets.  On
the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds 25.0 million, the Company will make an offer (an Asset Sale
Offer) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds.  The offer price in any
Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid interest and Additional Amounts, if any, to the date of purchase, and
will be payable in cash.  If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the
Indenture.  If the aggregate principal
amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based on the
principal amount of such Notes and such other pari
passu Indebtedness tendered. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase appearing below.  13.Denominations; Form.  The
Definitive Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000.  14.Persons Deemed Owners.  The
registered Holder of this Note shall be treated as the owner of it for all
purposes, subject to the terms of the Indenture.  15.Unclaimed Funds.  If
funds for the payment of principal, interest, premium, or Additional Amounts
remain unclaimed for two years, the Trustee and the Paying Agents will repay
the funds to the Company at its written request.  After that, all liability of the Trustee and
such Paying Agents with respect to such funds shall cease.  16.Legal Defeasance and Covenant Defeasance.  The
Company may be discharged from its obligations under the Indenture and the
Notes except for certain provisions thereof, and may be discharged from its
obligations to comply with certain covenants contained in the Indenture, in
each case upon satisfaction of certain conditions specified in the Indenture.  17.Amendment; Supplement; Waiver. 
Subject to certain exceptions specified in the Indenture, the Indenture
or the Notes may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.  18.Restrictive Covenants.  The
Indenture imposes certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to, incur additional
Indebtedness, pay dividends or make other distributions or investments,
repurchase its Capital Stock  B-10


or
make certain other Restricted Payments, enter into certain consolidations or
mergers or enter into certain transactions with Affiliates and consummate
certain mergers and consolidations or sales of all or substantially all assets.  The limitations are subject to a number of
important qualifications and exceptions. 
The Company must annually report to the Trustee on compliance with such
limitations.  19.Successors.  When a successor assumes all
the obligations of its predecessor under the Notes and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.  20.Defaults and Remedies. 
Subject to certain restrictions, if an Event of Default (other than an
Event of Default specified in clause (7) of Section 6.1 of the
Indenture) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately in the manner and with the effect provided in the
Indenture.  Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity satisfactory to
it.  The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power.  The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default in payment of principal, premium, interest,
and Additional Amounts, if any, including an accelerated payment) if it
determines that withholding notice is in their interest.  21.Trustee Dealings with Company.  The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of and may otherwise deal with the Company, its
Subsidiaries or their respective Affiliates as if it were not the Trustee.  22.No Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.  23.Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.  24.Abbreviations and Defined Terms. 
Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). 
Unless otherwise defined herein, terms defined in the Indenture are used
herein as defined therein.  25.CUSIP, ISIN and Common Code Numbers.  The
Company will cause CUSIP, ISIN and Common Code numbers to be printed on the
Notes immediately prior to the qualification of the Indenture under the TIA as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.  B-11


26.Governing Law.  The Indenture and the Notes, and the rights and duties
of the parties hereunder and thereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York.  B-12


ASSIGNMENT FORM  To
assign this Note fill in the form below:  I
or we assign and transfer this Note to  (Print or type assignees name, address and zip
code)  (Insert assignees social security or tax I.D. No.)  and
irrevocably
appoint                          agent
to transfer this Note on the books of the Company. 
The agent may substitute another to act for him.  Date:
  
  Your Signature:Sign exactly as your name appears on the other side of this Note.  B-13


OPTION OF HOLDER TO ELECT PURCHASE  If you want to elect to have this Note purchased by
the Company pursuant to Section 4.14 or Section 4.19 of the
Indenture, check the appropriate box:  Section 4.14
[       ] Section 4.19 [       ]  If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.19 of
the Indenture, state the amount: $  Date:Your Signature:(Sign exactly as your name appears on the other side of this Note)Signature Guarantee: Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)  B-14


EXHIBIT C TO THE INDENTURE  [FORM OF FACE OF
EXCHANGE GLOBAL NOTE]  THIS BEARER NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS INITIALLY ISSUED TO THE
BOOK-ENTRY DEPOSITARY OR ITS CUSTODIAN PURSUANT TO THE DEPOSIT AGREEMENT
REFERRED TO IN THE INDENTURE.  TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART.  JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  CUSIP No.:ISIN No.:No.  JSG FUNDING PLC, a public limited company
incorporated under the laws of Ireland and having its registered office at
Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company, which term includes
any successor corporation), for value received promises to pay to the bearer
hereof upon surrender hereof the principal sum indicated on Schedule A
hereof, on April 1, 2015.  Interest Payment Dates:  April 1 and October 1, commencing April 1,
2005.  Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.  C-1


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.  Dated:JSG FUNDING PLCBy:Name:Title:By:Name:Title:  This
is one of the Notes referred to
in the within-mentioned Indenture:  DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee  By:Name:Title:Dated:  C-2


[FORM OF REVERSE]  JSG FUNDING PLC  7.75% Senior Subordinated Note due 2015  1.Interest.  JSG FUNDING PLC, a public
limited company incorporated under the laws of Ireland and having its
registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company),
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.  Interest
on the Notes will be payable semi-annually in arrears on April 1 and October 1,
commencing on April 1, 2005. 
The Company will make each interest payment to the bearer thereof on the
interest payment date.  Rights of holders
of beneficial interests to receive such payments will be subject to applicable
procedures of the Book-Entry Depositary and DTC.  Interest on the Notes will accrue at the rate
of 7.75% per annum. Interest accruing on all Notes then outstanding will be
payable in cash.  Interest on the Notes
will accrue from the date of original issuance or, if interest has already been
paid, from the date it was most recently paid. 
Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.  The Company shall pay interest on overdue principal,
overdue installments of interest (without regard to any applicable grace
periods) and any Additional Amounts from time to time on demand at the rate
borne by the Notes plus 1.5% per annum to the extent lawful.  Any interest paid on this Note shall be
increased to the extent necessary to pay Additional Amounts as set forth
herein.  2.Additional Amounts.  All
payments made by the Company on the Notes (whether or not in the form of
Definitive Notes) will be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature (collectively, Taxes) imposed or levied by or on
behalf of (1) Luxembourg, the United States, Ireland or any political
subdivision or governmental authority of any thereof or therein having power to
tax, (2) any jurisdiction from or through which payment on the Notes is
made, or any political subdivision or governmental authority thereof or therein
having the power to tax or (3) any other jurisdiction in which the Payor
is organized or otherwise considered to be a resident for tax purposes, or any
political subdivision or governmental authority thereof or therein having the
power to tax (each of clause (1), (2) and (3), a Relevant Taxing
Jurisdiction), unless the withholding or deduction of Taxes is then required
by law.  If any deduction or withholding
for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at
any time be required from any payments made with respect to the Notes,
including payments of principal, Redemption Price, interest or premium, if any,
the Payor will pay (together with such payments) such additional amounts (the Additional
Amounts) as may be necessary in order that the net amounts received in respect
of such payments by the Holders of Notes or the Trustee, as the case may be,
after such withholding or deduction (including any such deduction or
withholding from such Additional Amounts), equal the amounts which would have
been received in respect of such payments on the Notes in the absence of such
withholding or deduction; provided, however,
that no such Additional Amounts will be payable with respect to:  (1)any payments to a Holder or beneficial owner
who is liable for such Taxes in respect of such Note by reason of the Holders
or beneficial owners having any present or former connection with the Relevant
Taxing Jurisdiction (including being a citizen or resident or national of, or
carrying on a business or maintaining a permanent establishment in, or being  C-3


physically present in, the Relevant Taxing
Jurisdiction) other than by the mere holding of such Note or enforcement of
rights thereunder or the receipt of payments in respect thereof;  (2)any Taxes that are imposed or withheld where
such withholding or imposition is by reason of the failure of the Holder or
beneficial owner of the Note to comply with any reasonable and timely request
by the Payor to provide information concerning the nationality, residence or
identity of such Holder or beneficial owner or to make any declaration or
similar claim or satisfy any certification, information or other reporting
requirement relating to such matters, which is required or imposed by a
statute, treaty, regulation, protocol, or administrative practice of the
Relevant Taxing Jurisdiction as a precondition to exemption from all or part of
such Taxes;  (3)except in the case of the winding up of the
Payor, any Note presented for payment (where presentation is required) in the
Relevant Taxing Jurisdiction (unless by reason of the Payors actions,
presentment could not have been made elsewhere and except to the extent that
the Holder would have been entitled to Additional Amounts had the Notes been
presented elsewhere);  (4)any Note presented for payment (where
presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the
Holder would have been entitled to Additional Amounts had the Note been
presented during such 30 day period);  (5)any Taxes that are payable otherwise than by
withholding from a payment of the principal of, premium, if any, or interest,
if any, on the Notes;  (6)any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge;  (7)a Tax imposed on a payment to an individual
and required to be made pursuant to the Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive; or  (8)a Tax imposed in connection with a Note
presented for payment by or on behalf of a Holder or beneficial owner who would
have been able to avoid such Tax by presenting the Note to another paying agent
in a member state of the European Union.  Such Additional Amounts will also not be payable
where, had the beneficial owner of the Note been the Holder of the Note, it
would not have been entitled to payment of Additional Amounts by reason of
clauses (1) to (8) inclusive above.  Upon request, the Company will provide the Trustee
with documentation satisfactory to the Trustee evidencing the payment of
Additional Amounts. Copies of such documentation will be made available to the
Holders upon request.  3.Method of Payment.  The
Company shall pay interest on the Notes to the bearer hereof.  Holders must surrender Notes to a Paying
Agent to collect principal payments.  The
Company shall pay all amounts owing hereunder in U.S. dollars.  Immediately available funds for the payment
of the principal of (and premium, if any), interest, and Additional Amounts, if
any, on this  C-4


Note
due on any interest payment date, Maturity Date, Redemption Date or other
repurchase date will be made available to the Paying Agent to permit the Paying
Agent to pay such funds to the Holders on such respective dates.  All amounts payable hereunder will be made
available to the bearer hereof through one or more Paying Agents located
outside Ireland.  4.Paying Agent and Registrar. 
Initially, Deutsche Bank Trust Company Americas will act as Paying Agent
and Registrar.  In the event that a
Paying Agent or transfer agent is replaced, the Company will provide notice
thereof as set forth in the Indenture. 
The Company may change any Registrar without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act in any such capacity.  5.Indenture.  The Company issued the Notes
under a Dollar Indenture, dated as of January 31, 2005 (the Indenture),
among the Company, Deutsche Bank Trust Company Americas, as Trustee, Registrar
and Paying Agent, and Deutsche Bank Luxembourg S.A., as Paying Agent and
transfer agent.  This Note is one of a
duly authorized issue of Exchange Notes of the Company designated as its 7.75%
Senior Subordinated Notes due 2015.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the TIA), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA.  Notwithstanding anything to the
contrary herein, the Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured senior
subordinated obligations of the Company. 
The Notes are not limited in aggregate principal amount and Additional
Notes (as defined in the Indenture) may be issued from time to time under the
Indenture.  Each Holder, by accepting a
Note, agrees to be bound by all of the terms and provisions of the Indenture,
as the same may be amended from time to time.  6.Ranking.  The Notes will be general,
unsecured senior subordinated obligations of the Company and will rank junior
in right of payment to all existing and future Senior Debt of the Company.  7.Optional Redemption.  On
or after January 31, 2010, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest, and Additional Amounts thereon (each, a Redemption
Price) thereon, to the date fixed by the Company for redemption (a Redemption
Date) (subject to the right of Holders of record of Definitive Notes on the
relevant Record Date to receive interest, and Additional Amounts, if any, due
on the relevant interest payment date), if redeemed during the twelve-month
period beginning on January 31 of the years indicated below:  Year
  
  Redemption Price2010
  
  103.875
  %2011
  
  102.583
  %2012
  
  101.212
  %2013 and
  thereafter
  
  100.000
  %  In the event that the Company effects an optional
redemption of the Notes, the Company will inform the Luxembourg Stock Exchange
of such optional redemption and confirm the aggregate principal amount of the
Notes that will remain outstanding following such redemption.  C-5


At least 30 days but not more than 60 days
before a redemption date, the Company shall publish notice thereof, if and so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such stock exchange shall so require, a newspaper having a general circulation
in Luxembourg (which is expected to be the Luxemburger
Wort).  In addition, at any time prior to January 31,
2008, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture with the net
cash proceeds of sales of Capital Stock of the Company or a capital
contribution to the Companys common equity made with the net cash proceeds of
sales of Capital Stock of the Companys direct or indirect parent at a
redemption price of 107.75% of the principal amount thereof, plus accrued and
unpaid interest, and Additional Amounts, (each a Redemption Price), to the
date fixed by the Company for redemption (a Redemption Date) (subject to the
right of Holders of record of Definitive Notes on the relevant Record Date to
receive interest, and Additional Amounts, if any, due on the relevant interest
payment date); provided that (1) at least 65% of the aggregate principal
amount of Notes issued under the Indenture remain outstanding immediately after
the occurrence of any such redemption (excluding Notes, as applicable, held by
the Company and its Subsidiaries); and (2) the redemption must occur
within 60 days of the date of the closing of such offering or the making of
such capital contribution.  8.Special Tax Redemption.  The
Company may, at its option, redeem the Notes in whole, but not in part, at any
time upon giving not less than 30 nor more than 60 days notice to the
Holders of the Notes (which notice will be irrevocable) at a redemption price
equal to 100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date fixed for redemption (a Tax Redemption Date)
(subject to the right of holders of record of Definitive Notes on the relevant
record date to receive interest due on the relevant interest payment date), all
Additional Amounts, if any, then due and which will become due on the Tax
Redemption Date as a result of the redemption or otherwise (a Redemption Price),
if a Payor determines that, as a result of (1) any change in, or amendment
to, the law or treaties (or any regulations or rulings promulgated thereunder)
of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in
position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order
by a court of competent jurisdiction) (each of the foregoing in clauses (1) and
(2), a Change in Tax Law), the Payor is, or on the next interest payment date
in respect of the Notes would be, required to pay more than de minimis Additional Amounts, and the
Payor cannot avoid such obligation by taking reasonable measures available to
it.  In the case of the Company, the
Change in Tax Law must become effective on or after the date of the Offering
Memorandum.  In the case of a Successor
Company, the Change in Tax Law must become effective after the date that such
entity first makes payment on the Notes. 
Notice of redemption for taxation reasons will be published in
accordance with the procedures set forth in the Indenture.  Notwithstanding the foregoing, no such notice
of redemption will be given earlier than 90 days prior to the earliest
date on which the Payor would be obliged to make such payment or withholding if
a payment in respect of such Notes were then due.  Prior to the publication or mailing of any
notice of redemption of Notes pursuant to the foregoing, the Payor will deliver
to the Trustee an opinion of an independent tax counsel reasonably satisfactory
to the Trustee to the effect that the circumstances referred to above exist.
The Trustee will accept such opinion as sufficient existence of the
satisfaction of the conditions precedent described above, in which event it
will be conclusive and binding on the Holders of the Notes.  9.Notice of Redemption. 
Notice of redemption will be given at least 30 days but not more than 60
days before the Redemption Date or Tax Redemption Date, as the case may
be.  So long as any of the Notes are
listed on the Luxembourg Stock Exchange and the rules of that stock  C-6


exchange
so require, notices will be published in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, if in the opinion of
the Trustee such publication is not practicable, in an English language
newspaper having general circulation in Europe.  All notices to Holders of Notes will be
validly given if mailed to them at their respective addresses in the register
of the Holders of such Notes maintained by the Registrar.  Notes in denominations of $1,000 may be
redeemed only in whole.  The Trustee may
select for redemption portions (equal to $1,000 or any integral multiple
thereof) of the principal of Notes that have denominations larger than $1,000.  Except as set forth in the Indenture, from and after
any Redemption Date, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then, unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest,
Additional Amounts, if any, and the only right of the Holders of such Notes
will be to receive payment of the Redemption Price.  Notices of redemption may not be conditional.  10.Change of Control Offer.  Upon
the occurrence of a Change of Control, the Company will be required to
make an offer to purchase all or any part (equal to $1,000 in principal
amount and integral multiples thereof) of the Notes on the Change of Control
Payment Date at a purchase price in cash equal to the Change of Control Payment
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest, and Additional Amounts, if any, on the
relevant interest payment date).  Holders
of Notes that are subject to an offer to purchase will receive a Change of
Control Offer from the Company prior to any related Change of Control Payment
Date and may elect to have such Notes purchased by completing the form entitled
Option of Holder to Elect Purchase appearing below.  11.Limitation on Disposition of Assets.  On
the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds 25.0 million, the Company will make an offer (an Asset Sale Offer)
to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds.  The offer price in any
Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid interest and Additional Amounts, if any, to the date of purchase, and
will be payable in cash.  If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the
Indenture.  If the aggregate principal
amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based on the
principal amount of such Notes and such other pari
passu Indebtedness tendered. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase appearing below.  12.Denominations; Form.  The Global
Notes are in bearer global form, without coupons, in denominations of $1,000
and integral multiples of $1,000.  13.Persons Deemed Owners.  The bearer
of this Note shall be treated as the owner of it for all purposes, subject to
the terms of the Indenture.  C-7


14.Unclaimed Funds.  If
funds for the payment of principal, interest, premium or Additional Amounts
remain unclaimed for two years, the Trustee and the Paying Agents will repay
the funds to the Company at its written request.  After that, all liability of the Trustee and
such Paying Agents with respect to such funds shall cease.  15.Legal Defeasance and Covenant Defeasance.  The
Company may be discharged from its obligations under the Indenture and the
Notes except for certain provisions thereof, and may be discharged from its
obligations to comply with certain covenants contained in the Indenture, in
each case upon satisfaction of certain conditions specified in the Indenture.  16.Amendment; Supplement; Waiver. 
Subject to certain exceptions specified in the Indenture, the Indenture
or the Notes may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.  17.Restrictive Covenants.  The
Indenture imposes certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to, incur additional
Indebtedness, pay dividends or make other distributions or investments,
repurchase Capital Stock or make certain other Restricted Payments, enter into
certain consolidations or mergers or enter into certain transactions with
Affiliates and consummate certain mergers and consolidations or sales of all or
substantially all assets.  The
limitations are subject to a number of important qualifications and exceptions.  The Company must annually report to the
Trustee on compliance with such limitations.  18.Successors.  When a successor assumes all
the obligations of its predecessor under the Notes and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.  19.Defaults and Remedies. 
Subject to certain restrictions, if an Event of Default (other than an
Event of Default specified in clause (7) of Section 6.1 of the
Indenture) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to
be due and payable immediately in the manner and with the effect provided in
the Indenture.  Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity satisfactory to
it.  The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power.  The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default (except a Default in payment of principal, premium, interest
and Additional Amounts, if any, including an accelerated payment) if it
determines that withholding notice is in their interest.  20.Trustee Dealings with Company.  The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Company,
its Subsidiaries or their respective Affiliates as if it were not the Trustee.  21.No Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or  C-8


their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.  22.Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.  23.Abbreviations and Defined Terms. 
Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). 
Unless otherwise defined herein, terms defined in the Indenture are used
herein as defined therein.  24.CUSIP, ISIN and Common Code Numbers.  The
Company will cause CUSIP, ISIN and Common Code numbers to be printed on the
Notes immediately prior to the qualification of the Indenture under the TIA as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.  25.Governing Law.  The Indenture and the Notes, and the rights and duties
of the parties hereunder and thereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York.  C-9


SCHEDULE A  SCHEDULE OF PRINCIPAL AMOUNT  The initial principal amount at maturity of this
Note shall be
$             .  The following decreases/increases in the
principal amount at maturity of this Note have been made:  Date of
  Decrease/
  Increase
  
  Decrease in
  Principal
  Amount at
  Maturity
  
  Increase in
  Principal 
  Amount at
  Maturity
  
  Total Principal 
  Amount at 
  Maturity 
  Following such 
  Decrease/
  Increase
  
  Notation
  Made by 
  or on 
  Behalf of 
  Trustee  C-10


OPTION
OF HOLDER TO ELECT PURCHASE  If you want to elect to have this Note purchased by
the Company pursuant to Section 4.14 or Section 4.19 of the
Indenture, check the appropriate box:  Section 4.14
[      ] Section 4.19 [      ]  If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.19 of
the Indenture, state the amount: $  Date:Your Signature:(Sign exactly as your name appears on the other side of this Note)Signature Guarantee: Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)  C-11


EXHIBIT D
TO THE INDENTURE  [FORM OF
FACE OF EXCHANGE DEFINITIVE NOTE]  THIS NOTE IS A DEFINITIVE NOTE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO.  JSG FUNDING
PLC  7.75% Senior Subordinated Note due 2015  CUSIP No.:ISIN No.:No.
  $  JSG FUNDING PLC, a public limited company
incorporated under the laws of Ireland and having its registered office at
Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company, which term includes
any successor corporation), for value received promises to pay              
or registered assigns upon surrender hereof the principal sum of              
U.S. Dollars ($               ),
on April 1, 2015.  Interest Payment Dates:  April 1 and October 1, commencing April 1,
2005.  Record Dates: 
March 15 and September 15.  Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if
set forth at this place.  D-1


IN WITNESS WHEREOF, the Company has caused this Note
to be signed manually or by facsimile by its duly authorized officers.  Dated:JSG FUNDING PLCBy:Name:Title:By:Name:Title:  This
is one of the Notes referred to
in the within-mentioned Indenture:  DEUTSCHE
BANK TRUST COMPANY AMERICAS, as Trustee  By:Name:Title:Dated:  D-2


[FORM OF REVERSE]  JSG FUNDING PLC  7.75% Senior Subordinated Note due 2015  1.Interest.  JSG FUNDING PLC, a public
limited company incorporated under the laws of Ireland and having its
registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the Company),
promises to pay interest on the principal amount of this Note at the rate and
in the manner specified below.  Interest
on the Notes will be payable semi-annually in arrears on April 1 and October 1,
commencing on April 1, 2005. 
The Company will make each interest payment to the Holders of record on
the immediately preceding March 15 and September 15. Rights of
holders of beneficial interests to receive such payments will be subject to
applicable procedures of the Book-Entry Depositary and DTC. Interest on the
Notes will accrue at the rate of 7.75% per annum.  Interest accruing on all Notes then
outstanding will be payable in cash. 
Interest on the Notes will accrue from the date of original issuance or,
if interest has already been paid, from the date it was most recently
paid.  Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.  The Company shall pay interest on overdue principal
and on overdue installments of interest (without regard to any applicable grace
periods), and on any Additional Amounts, from time to time on demand at the
rate borne by the Notes plus 1.5% per annum to the extent lawful.  Any interest paid on this Note shall be
increased to the extent necessary to pay Additional Amounts as set forth
herein.  2.Additional Amounts.  All
payments made by the Company on the Notes (whether or not in the form of
Definitive Notes) will be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature (collectively, Taxes) imposed or levied by or on
behalf of (1) Luxembourg, the United States, Ireland or any political
subdivision or governmental authority of any thereof or therein having power to
tax, (2) any jurisdiction from or through which payment on the Notes is
made, or any political subdivision or governmental authority thereof or therein
having the power to tax or (3) any other jurisdiction in which the Payor
is organized or otherwise considered to be a resident for tax purposes, or any
political subdivision or governmental authority thereof or therein having the
power to tax (each of clause (1), (2) and (3), a Relevant Taxing
Jurisdiction), unless the withholding or deduction of Taxes is then required
by law.  If any deduction or withholding
for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at
any time be required from any payments made with respect to the Notes,
including payments of principal, Redemption Price, interest or premium, if any,
the Payor will pay (together with such payments) such additional amounts (the Additional
Amounts) as may be necessary in order that the net amounts received in respect
of such payments by the Holders of Notes or the Trustee, as the case may be,
after such withholding or deduction (including any such deduction or
withholding from such Additional Amounts), equal the amounts which would have
been received in respect of such payments on the Notes in the absence of such
withholding or deduction; provided, however,
that no such Additional Amounts will be payable with respect to:  (1)any payments to a Holder or beneficial owner
who is liable for such Taxes in respect of such Note by reason of the Holders
or beneficial owners having any present or former connection with the Relevant
Taxing Jurisdiction (including being a citizen or resident or  D-3


national of, or carrying on a business or
maintaining a permanent establishment in, or being physically present in, the
Relevant Taxing Jurisdiction) other than by the mere holding of such Note or
enforcement of rights thereunder or the receipt of payments in respect thereof;  (2)any Taxes that are imposed or withheld where
such withholding or imposition is by reason of the failure of the Holder or
beneficial owner of the Note to comply with any reasonable and timely request
by the Payor to provide information concerning the nationality, residence or
identity of such Holder or beneficial owner or to make any declaration or
similar claim or satisfy any certification, information or other reporting
requirement relating to such matters, which is required or imposed by a
statute, treaty, regulation, protocol, or administrative practice of the
Relevant Taxing Jurisdiction as a precondition to exemption from all or part of
such Taxes;  (3)except in the case of the winding up of the
Payor, any Note presented for payment (where presentation is required) in the
Relevant Taxing Jurisdiction (unless by reason of the Payors actions,
presentment could not have been made elsewhere and except to the extent that
the Holder would have been entitled to Additional Amounts had the Notes been
presented elsewhere);  (4)any Note presented for payment (where
presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the
Holder would have been entitled to Additional Amounts had the Note been
presented during such 30 day period);  (5)any Taxes that are payable otherwise than by
withholding from a payment of the principal of, premium, if any, or interest,
if any, on the Notes;  (6)any estate, inheritance, gift, sale,
transfer, personal property or similar tax, assessment or other governmental
charge;  (7)a Tax imposed on a payment to an individual
and required to be made pursuant to the Directive or any law implementing or
complying with, or introduced in order to conform to, such Directive; or  (8)a Tax imposed in connection with a Note
presented for payment by or on behalf of a Holder or beneficial owner who would
have been able to avoid such Tax by presenting the Note to another paying agent
in a member state of the European Union.  Such Additional Amounts will also not be payable
where, had the beneficial owner of the Note been the Holder of the Note, it
would not have been entitled to payment of Additional Amounts by reason of
clauses (1) to (8) inclusive above.  Upon request, the Company will provide the Trustee
with documentation satisfactory to the Trustee evidencing the payment of
Additional Amounts. Copies of such documentation will be made available to the
Holders upon request.  3.Method of Payment.  The
Company shall pay interest on the Notes (except defaulted interest) to the
Persons who are the registered Holders at the close of business on the Record
Date immediately preceding the interest payment date for such interest.  Holders must  D-4


surrender
Notes to a Paying Agent to collect principal payments.  The Company shall pay all owing hereunder in
U.S. dollars.  With respect to payments
in U.S. dollars, if (i) a Holder of at least $1.0 million in
aggregate principal amount of Notes has given wire transfer instructions to the
Company and the Paying Agent in writing, (ii) the Paying Agent has
received such written wire transfer instruction at least 15 days prior to the
date of the relevant payment and (iii) for so long as the Notes are listed
on the Luxembourg Stock Exchange, such holder has also provided such notice to
the paying agent in Luxembourg, then the Company will pay all interest, premium
and Additional Amounts, if any, on that Holders Notes in accordance with those
instructions by wire transfer of same day funds to the Paying Agent who in turn
will wire such funds to the Holder hereof or to such other Person as the Holder
hereof may in writing to the Paying Agent direct.  In all other cases, the Company may elect to
make payments of interest, premium and Additional Amounts, if any, on a Holders
Notes by check mailed to the Holders at their addresses set forth in the
register of Holders.  Payments on Notes
will be made through the office or agency of the Paying Agent and Registrar for
the Notes unless the Company elects to make interest payments by check as
previously described.  If payments are
made through the Paying Agent, immediately available funds for the payment of
the principal of (and premium, if any), interest and Additional Amounts, if
any, on this Note due on any interest payment date, Maturity Date, Redemption
Date or other repurchase date will be made available to the Paying Agent to
permit the Paying Agent to pay such funds to the Holders on such respective
dates.  4.Paying Agent and Registrar. 
Initially, Deutsche Bank Trust Company Americas will act as Paying Agent
and Registrar.  In the event that a
Paying Agent or transfer agent is replaced, the Company will provide notice
thereof as set forth in the Indenture. 
The Company may change any Registrar without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act in any such capacity.  5.Indenture.  The Company issued the Notes
under a Dollar Indenture, dated as of January 31, 2005 (the Indenture),
among the Company, Deutsche Bank Trust Company Americas, as Trustee, Registrar
and Paying Agent, and Deutsche Bank Luxembourg S.A., as Paying Agent and
transfer agent.  This Note is one of a
duly authorized issue of Exchange Notes of the Company designated as its 7.75%
Senior Subordinated Notes due 2015.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the TIA), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA.  Notwithstanding anything to the
contrary herein, the Notes are subject to all such terms, and Holders of Notes
are referred to the Indenture and the TIA for a statement of them.  The Notes are general unsecured senior
subordinated obligations of the Company. 
The Notes are not limited in aggregate principal amount and Additional
Notes (as defined in the Indenture) may be issued from time to time under the
Indenture.  Each Holder, by accepting a
Note, agrees to be bound by all of the terms and provisions of the Indenture,
as the same may be amended from time to time.  6.Ranking.  The Notes will be general,
unsecured senior subordinated obligations of the Company and will rank junior
in right of payment to all existing and future Senior Debt of the Company.  7.Optional Redemption.  On
or after January 31, 2010, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest, and Additional Amounts, if any, thereon (each, a Redemption
Price) thereon, to the date  D-5


fixed
by the Company for redemption (a Redemption Date) (subject to the right of
Holders of record of Definitive Notes on the relevant Record Date to receive
interest, and Additional Amounts, if any, due on the relevant interest payment
date), if redeemed during the twelve-month period beginning on January 31
of the years indicated below:  Year
  
  Redemption Price2010
  
  103.875
  %2011
  
  102.583
  %2012
  
  101.212
  %2013 and thereafter
  
  100.000
  %  In the event that the Company effects an optional
redemption of the Notes, the Company will inform the Luxembourg Stock Exchange
of such optional redemption and confirm the aggregate principal amount of the
Notes that will remain outstanding following such redemption.  At least 30 days but not more than 60 days
before a redemption date, the Company shall publish notice thereof, if and so
long as the Notes are listed on the Luxembourg Stock Exchange and the rules of
such stock exchange shall so require, a newspaper having a general circulation
in Luxembourg (which is expected to be the Luxemburger
Wort) and, in addition to such publication, mail such notice to
Holders by first-class mail, postage prepaid, at their respective addresses as they
appear on the registration books of the Registrar.  In addition, at any time prior to January 31,
2008, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture with the net cash
proceeds of sales of Capital Stock of the Company or a capital contribution to
the Companys common equity made with the net cash proceeds of sales of Capital
Stock of the Companys direct or indirect parent at a redemption price of
107.75% of the principal amount thereof, plus accrued and unpaid interest, and
Additional Amounts, if any, (each a Redemption Price), to the date fixed by
the Company for redemption (a Redemption Date) (subject to the right of
Holders of record of Definitive Notes on the relevant Record Date to receive
interest, and Additional Amounts, if any, due on the relevant interest payment
date); provided that (1) at least 65% of the aggregate principal amount of
Notes issued under the Indenture remain outstanding immediately after the
occurrence of any such redemption (excluding Notes, as applicable, held by the
Company and its Subsidiaries); and (2) the redemption must occur within 60
days of the date of the closing of such offering or the making of such capital
contribution.  8.Special Tax Redemption.  The
Company may, at its option, redeem the Notes in whole, but not in part, at any
time upon giving not less than 30 nor more than 60 days notice to the
Holders of the Notes (which notice will be irrevocable) at a redemption price equal
to 100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date fixed for redemption (a Tax Redemption Date)
(subject to the right of holders of record of Definitive Notes on the relevant
record date to receive interest due on the relevant interest payment date), all
Additional Amounts, if any, then due and which will become due on the Tax
Redemption Date as a result of the redemption or otherwise (a Redemption Price),
if a Payor determines that, as a result of (1) any change in, or amendment
to, the law or treaties (or any regulations or rulings promulgated thereunder)
of a Relevant Taxing Jurisdiction affecting taxation or (2) any change in
position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order
by a court of competent jurisdiction) (each of the foregoing in clauses (1) and
(2), a Change in Tax Law), the Payor is, or on the next interest payment date
in respect of the Notes would be, required to pay more than de minimis Additional Amounts, and the
Payor cannot avoid  D-6


such
obligation by taking reasonable measures available to it.  In the case of the Company, the Change in Tax
Law must become effective on or after the date of the Offering Memorandum.  In the case of a Successor Company, the
Change in Tax Law must become effective after the date that such entity first
makes payment on the Notes.  Notice of
redemption for taxation reasons will be published in accordance with the
procedures set forth in the Indenture. 
Notwithstanding the foregoing, no such notice of redemption will be
given earlier than 90 days prior to the earliest date on which the Payor
would be obliged to make such payment or withholding if a payment in respect of
such Notes were then due.  Prior to the
publication or mailing of any notice of redemption of Notes pursuant to the
foregoing, the Payor will deliver to the Trustee an opinion of an independent
tax counsel reasonably satisfactory to the Trustee to the effect that the
circumstances referred to above exist. The Trustee will accept such opinion as
sufficient existence of the satisfaction of the conditions precedent described
above, in which event it will be conclusive and binding on the Holders of the
Notes.  9.Notice of Redemption. 
Notice of redemption will be given at least 30 days but not more than 60
days before the Redemption Date or Tax Redemption Date, as the case may
be.  All notices to Holders of Notes will
be validly given if mailed to them at their respective addresses in the
register of the Holders of such Notes maintained by the Registrar.  So long as any of the Notes are listed on the
Luxembourg Stock Exchange and the rules of that stock exchange so require,
notices will be published in a leading newspaper having general circulation in
Luxembourg (which is expected to be the Luxemburger
Wort) or, if in the opinion of the Trustee such publication is not
practicable, in an English language newspaper having general circulation in
Europe.  Notes in denominations of $1,000
may be redeemed only in whole.  The
Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Notes that have denominations larger than
$1,000.  Except as set forth in the Indenture, from and after
any Redemption Date, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then, unless the Company defaults in the payment of such
Redemption Price, the Notes called for redemption will cease to bear interest,
Additional Amounts, if any, and the only right of the Holders of such Notes
will be to receive payment of the Redemption Price.  Notices of redemption may not be conditional.  10.Change of Control Offer.  Upon
the occurrence of a Change of Control, the Company will be required to
make an offer to purchase all or any part (equal to $1,000 in principal
amount and integral multiples thereof) of the Notes on the Change of Control
Payment Date at a purchase price in cash equal to the Change of Control Payment
(subject to the right of Holders of record of Definitive Notes on the relevant
Record Date to receive interest, and Additional Amounts, if any, on the
relevant interest payment date).  Holders
of Notes that are subject to an offer to purchase will receive a Change of
Control Offer from the Company prior to any related Change of Control Payment
Date and may elect to have such Notes purchased by completing the form entitled
Option of Holder to Elect Purchase appearing below.  11.Limitation on Disposition of Assets.  On
the 366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds 25.0 million, the Company will make an offer (an Asset Sale
Offer) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds.  The offer price in any
Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid  D-7


interest
and Additional Amounts, if any, to the date of purchase, and will be payable in
cash.  If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes
and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based on the
principal amount of such Notes and such other pari
passu Indebtedness tendered. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled Option
of Holder to Elect Purchase appearing below.  12.Denominations; Form.  The
Definitive Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000.  13.Persons Deemed Owners.  The
registered Holder of this Note shall be treated as the owner of it for all
purposes, subject to the terms of the Indenture.  14.Unclaimed Funds.  If
funds for the payment of principal, interest, premium or Additional Amounts
remain unclaimed for two years, the Trustee and the Paying Agents will repay
the funds to the Company at its written request.  After that, all liability of the Trustee and
such Paying Agents with respect to such funds shall cease.  15.Legal Defeasance and Covenant Defeasance.  The
Company may be discharged from its obligations under the Indenture and the
Notes except for certain provisions thereof, and may be discharged from its
obligations to comply with certain covenants contained in the Indenture, in
each case upon satisfaction of certain conditions specified in the Indenture.  16.Amendment; Supplement; Waiver. 
Subject to certain exceptions specified in the Indenture, the Indenture
or the Notes may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the Notes then outstanding.  17.Restrictive Covenants.  The
Indenture imposes certain covenants that, among other things, limit the ability
of the Company and its Restricted Subsidiaries to, incur additional
Indebtedness, pay dividends or make other distributions or investments,
repurchase its Capital Stock or make certain other Restricted Payments, enter into
certain consolidations or mergers or enter into certain transactions with
Affiliates and consummate certain mergers and consolidations or sales of all or
substantially all assets.  The
limitations are subject to a number of important qualifications and exceptions.  The Company must annually report to the
Trustee on compliance with such limitations.  18.Successors.  When a successor assumes all
the obligations of its predecessor under the Notes and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.  19.Defaults and Remedies. 
Subject to certain restrictions, if an Event of Default (other than an
Event of Default specified in clause (7) of Section 6.1 of the
Indenture) occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding  D-8


Notes
may declare all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture. 
Holders of Notes may not enforce the Indenture or the Notes except as
provided in the Indenture.  The Trustee
is not obligated to enforce the Indenture or the Notes unless it has received
indemnity satisfactory to it.  The
Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Notes then outstanding to
direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of
Notes notice of any continuing Default or Event of Default (except a Default in
payment of principal, premium, interest and Additional Amounts, if any,
including an accelerated payment) if it determines that withholding notice is
in their interest.  20.Trustee Dealings with Company.  The
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Company,
its Subsidiaries or their respective Affiliates as if it were not the Trustee.  21.No Recourse Against Others.  No
director, officer, employee, incorporator or stockholder of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.  22.Authentication.  This
Note shall not be valid until the Trustee or authenticating agent signs the
certificate of authentication on this Note.  23.Abbreviations and Defined Terms. 
Customary abbreviations may be used in the name of a Holder of a Note or
an assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act). 
Unless otherwise defined herein, terms defined in the Indenture are used
herein as defined therein.  24.CUSIP, ISIN and Common Code Numbers.  The
Company will cause CUSIP, ISIN and Common Code numbers to be printed on the
Notes immediately prior to the qualification of the Indenture under the TIA as
a convenience to the Holders of the Notes. 
No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification
numbers printed hereon.  25.Governing Law.  The Indenture and the Notes, and the rights and duties
of the parties hereunder and thereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York.  D-9


ASSIGNMENT FORM  To
assign this Note, fill in the form below:  I
or we assign and transfer this Note to  (Print or type assignees name, address and zip
code)  (Insert assignees social security or tax I.D. No.)  and
irrevocably
appoint                          agent
to transfer this Note on the books of the Company.  The agent may substitute another to act for
him.  Date:
  
  Your Signature:Sign exactly as your name appears on the other side of this Note.  D-10


OPTION OF HOLDER TO ELECT PURCHASE  If you want to elect to have this Note purchased by
the Company pursuant to Section 4.14 or Section 4.19 of the
Indenture, check the appropriate box:  Section 4.14
[       ] Section 4.19 [       ]  If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.14 or Section 4.19 of
the Indenture, state the amount: $  Date:Your Signature:(Sign exactly as your name appears on the other side of this Note)Signature Guarantee: Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor program reasonably acceptable to the Trustee)  D-11


EXHIBIT E
TO THE INDENTURE  FORM OF
TRANSFER CERTIFICATE FOR TRANSFER FROM
RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE 
(Transfers pursuant to Section 2.7(b) of the Indenture)  JSG
Funding plc
c/o Deutsche Bank Trust Company Americas, as Book-Entry Depositary
Attention:  Trust & Security
Services
60 Wall Street 
27th Floor  MS NYC60-2710
New York, NY  10005  RE:7.75% Senior Subordinated Notes due 2015 (the
Notes) of JSG Funding plc  Reference is hereby made to the Indenture dated as
of January 31, 2005 (the Indenture) among JSG Funding plc, Deutsche Bank
Trust Company Americas, as Trustee, Registrar and Paying Agent, and Deutsche
Bank Luxembourg S.A., as Paying Agent and transfer agent.  Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.  Terms used in this certificate and not
otherwise defined in the Indenture have the meanings set forth in
Regulation S under the Securities Act.  This letter relates to $            
(being any integral multiple of $1,000) principal amount of Notes which are
evidenced by Rule 144A Global Notes (ISIN No.             ;
CUSIP No.             )
and held by you on behalf of the Clearing Agency who in turn is holding an
interest therein on behalf of the undersigned (the Transferor).  The Transferor hereby requests that on
[INSERT DATE] such beneficial interest in the Rule 144A Global Note be
transferred or exchanged for an interest in the Regulation S Global Note (ISIN             ;
CUSIP No.             )
in the form of an equal aggregate principal amount of Notes.  If this is a partial transfer, a minimum
amount of $1,000 and any integral multiple of $1,000 in excess thereof of the Rule 144A
Global Note will remain outstanding.  In connection with such request and in respect of
such Notes, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the
Indenture and the Notes and pursuant to and in accordance with Rule 903 or
904 of Regulation S under the Securities Act, and accordingly the
Transferor further certifies that:  (A)(1)  the offer of the Notes was not made
to a person in the United States;  (2)   either (a) at the time the buy
order was originated, the transferee was outside the United States or we and
any person acting on our behalf reasonably believed that the transferee was
outside the United States or (b)  the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither
the Transferor nor any person acting on our behalf knows that the transaction
was prearranged with a buyer in the United States,  E-1


(3)   no directed selling efforts have
been made in contravention of the requirements of Rule 903(b) or 904(b) of
Regulation S, as applicable; and  (4)   the transaction is not part of a
plan or scheme to evade the registration requirements of the Securities Act;  OR  (B)such transfer is being made in accordance
with Rule 144 under the Securities Act.  E-2


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the Initial
Purchasers.  Dated:[Name of Transferor]By:Name:Title:Telephone No.:Please print name and address (including zip code number)  E-3


EXHIBIT F
TO THE INDENTURE  FORM OF
TRANSFER CERTIFICATE FOR TRANSFER FROM
REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE
(Transfers pursuant to Section 2.7(c) of the Indenture)  JSG
Funding plc
c/o Deutsche Bank Trust Company Americas, as Book-Entry Depositary
Attention:  Trust & Security
Services
60 Wall Street 
27th Floor  MS NYC60-2710
New York, NY  10005  RE:7.75% Senior Subordinated Notes due 2015 (the
Notes) of JSG Funding plc  Reference is hereby made to the Indenture dated as
of January 31, 2005 (the Indenture) among JSG Funding plc, Deutsche Bank
Trust Company Americas, as Trustee, Registrar and Paying Agent, and Deutsche
Bank Luxembourg S.A., as Paying Agent and transfer agent.  Capitalized terms used but not defined herein
shall have the meanings given them in the Indenture.  Terms used in this certificate and not
otherwise defined in the Indenture have the meanings set forth in
Regulation S under the Securities Act.  This letter relates to $               
(being any integral multiple of $1,000) principal amount of Notes which are
evidenced by Regulation S Global Notes (ISIN                ;
CUSIP No.                ) and held by you on behalf of the
Clearing Agency who in turn is holding an interest therein on behalf of the
undersigned (the Transferor).  The
Transferor hereby requests that on [INSERT DATE] such beneficial interest in
the Regulation S Global Note be transferred or exchanged for an interest in the
Rule 144A Global Note (ISIN No.                ; CUSIP No.                )
in the form of an equal aggregate principal amount of Notes.  If this is a partial transfer, a minimum
amount of $1,000 and any integral multiple of $1,000 in excess thereof of the
Regulation S Global Note will remain outstanding.  In connection with such request, and in respect of
such Notes, the Transferor does hereby certify that such Notes are being
transferred in accordance with Rule 144A under the Securities Act to a
transferee that the Transfer or reasonably believes is purchasing the Notes for
its own account or an account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a qualified
institutional buyer within the meaning of Rule 144A, in each case in a
transaction meeting the requirements of Rule 144A and in accordance with
any applicable securities laws of any state of the United States or any other
jurisdiction.  F-1


This certificate and the statements contained herein
are made for your benefit and the benefit of the Company and the Initial
Purchasers.  Dated:[Name of Transferor]By:Name:Title:Telephone No.:Please print name and address (including zip code number)  F-2