Exhibit 2.1  EXECUTION
COPY  
  JSG FUNDING PLC  as Issuer  and  DEUTSCHE BANK TRUST COMPANY AMERICAS  as Trustee, Registrar and
Paying Agent,  DEUTSCHE BANK LUXEMBOURG S.A.  as Paying Agent and Transfer Agent.  and  DEUTSCHE BANK AG acting through its London
Branch,
as Principal Paying Agent and Transfer Agent  
  EURO 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  
  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 Disclaimer  ii


SECTION 7.5  
  Notice of DefaultSECTION 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)
  
  6.11(a)(2)
  
  6.12(b)
  
  2.4318
  (a)
  
  11.1(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


EURO 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, (iii) Deutsche Bank
Luxembourg S.A. as Paying Agent and transfer agent, and (iv) Deutsche Bank
AG acting through its London Branch, as Principal 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 issued on the date hereof equals 217,500,000.  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 I  DEFINITIONS 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 the Principal Paying Agent and 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  2


(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).  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.  3


Book-Entry Depositary means Deutsche Bank AG
acting through its London Branch, 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.  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  4


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  (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).  5


Clearing Agency means one or more of Euroclear,
Clearstream Banking, or the successor of either of them, in each case acting
directly, or through a custodian, nominee or depository, as registered Holder
of Book-Entry Interests representing the Global Notes.  Clearstream Banking means Clearstream Banking, sociétè anonyme.  Closing Date means the date of this Indenture.  Code means the United States Internal Revenue Code
of 1986, as amended.  Common Depositary means the common depositary for
Euroclear and Clearstream Banking, or its nominee.  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.  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  6


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 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  7


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.  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.  8


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 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.  Dollar Indenture means the indenture, dated January 31,
2005, pursuant to which the Dollar Notes were issued.  9


Dollar Notes means the $200,000,000 aggregate
principal amount 7.75% Senior Subordinated Notes due 2015 of the Company issued
pursuant to the Dollar Indenture.  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).  Euroclear means Euroclear Bank S.A./N.V.  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 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.  10


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 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  11


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.  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  12


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:  13


(1)such Indebtedness is the obligation of a
partnership or joint venture that is not a Restricted Subsidiary (a Joint
Venture);  (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 Euro 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  14


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).  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:  15


(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).  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;  16


(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.  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  17


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 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);  18


(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 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  19


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;  (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;  20


(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) 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  21


(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.  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  22


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.  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.  23


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.  Rule 144A Global Note shall have the meaning
set forth in Section 2.1.  24


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 acting through
its London Branch, 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).  25


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.  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  26


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.  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.  27


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.  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  28


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. 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.  29


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.  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 II  THE 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 the Trustee and the Principal Paying Agent, 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 certificated depositary interest representing the Regulation S
Global Note, and one certificated depositary interest representing the Rule 144A
Global Note and, if and when issued, one certificated depositary interest
representing the Exchange Global Note, certificated in each case to the Common
Depositary.  The Book-Entry Depositary,
acting as agent of the Company, shall maintain a book-entry system and shall
record the Common Depositary as the registered owner of a certificated
depositary interest for each of the Global  30


Notes
representing a 100% interest in each of the Global Notes. Upon acceptance by
the Common Depositary of such certificated depositary interests, the Clearing
Agency will record beneficial interests in the Global Notes represented by such
certificated 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 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).  As long as the Notes are in global form, the
Principal Paying Agent (in lieu of the Trustee) shall be responsible for:  (i)paying sums due on the Global Notes; and  (ii)arranging on behalf of and at the expense of
the Company for notices to be communicated to Holders in accordance with the
terms of this Indenture.  Each reference in this Indenture to the performance
of duties set forth in clauses (i) and (ii) above, by the Trustee
includes performance of such duties by the Principal Paying Agent.  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.  31


SECTION 2.2   Execution 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 217,500,000 and (ii) Additional
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.  32


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.  In the
event that Definitive Notes are issued, (a) Definitive Notes may be
presented or surrendered for registration of transfer or for exchange, (b) Definitive
Notes may be presented or surrendered for payment and (c) notices and
demands in respect of such Definitive Notes and this Indenture may be served at
an office of the Registrar or Principal Paying Agent, as applicable, in London,
England.  In addition, in all instances
the Company shall ensure that a Paying Agent is maintained in London,
England.  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, (ii) Deutsche Bank AG acting through its
London Branch, as Principal Paying Agent and Transfer Agent, and (iii) 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) 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  33


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 and the
Principal Paying Agent 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 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  34


(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 certificated 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
certificated depositary interests held by a Clearing Agency (through the Common
Depositary) 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 certificated 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 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  35


for
all purposes of this Indenture.  In all
cases, Definitive Notes delivered in exchange for any certificated 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
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.  36


(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  37


without
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  38


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
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.  Neither the Trustee nor the Principal Paying Agent
shall have any 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  39


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 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  40


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.  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 euros sufficient to pay all of the principal,
interest and Additional Amounts, if any, due on the Notes  41


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 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  42


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. London 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   ISIN and Common Code Numbers.  The
Company in issuing the Notes may use an 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 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. London 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 (which shall be the Principal Paying
Agent unless otherwise notified to the Company by the Trustee) 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. London time on the second Business Day prior to the date on
which the Principal Paying Agent receives payment, procure that the bank
effecting payment for it confirms by tested telex or SWIFT MT100 message to the
Principal 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  43


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 Euroclear and
Clearstream, as applicable.  Interest accrued on all Notes then outstanding will
be payable in cash.  ARTICLE III  REDEMPTION  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 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 and the Principal Paying Agent 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 each
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  44


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;  (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;  45


(h)   the paragraph of the Notes pursuant to which the Notes
are to be redeemed; and  (i)   the 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. London time on the Business Day immediately preceding the
Redemption Date, the Company shall deposit with the Trustee or its designated
Paying Agent (which shall be the Principal Paying Agent unless otherwise
notified to the Company by the Trustee) cash in euros 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 (including the Principal
Paying Agent) shall promptly return to the Company any cash in euros 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. London time on the
second Business Day prior to the date on which the Principal Paying Agent
receives payment, procure that the bank effecting payment for it confirms by
tested telex or SWIFT MT100 message to the Principal 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, and Additional Amounts, if any,
interest and Additional Amounts, if any, on the Notes to be redeemed will cease
to accrue on 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  46


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 IV  COVENANTS  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 (including the Principal Paying Agent) holds prior
to 10:00 a.m. London 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) and 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,
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,  47


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) 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,  48


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 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);  49


(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;  50


(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  51


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 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  52


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
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  53


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;  (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;  54


(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 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  55


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 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.  56


(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 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  57


(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  (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);  58


(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 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.  59


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 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  60


(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 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  61


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:  (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:  62


(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;  (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  63


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.  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;  64


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.  (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.  65


(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 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.  66


(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).  67


(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  68


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 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.  69


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.  ARTICLE V  SUCCESSOR 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  70


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.  (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 VI  DEFAULT 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:  71


(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);  (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  72


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 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  73


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 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 6.7   Waiver 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  74


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;  (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  75


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:  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.  76


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.  ARTICLE VII  TRUSTEE  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,  77


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.  (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  78


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 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  79


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.  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  80


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 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  81


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.  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  82


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
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.  83


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 VIII  SATISFACTION 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.  84


If
the 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 euros
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  85


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 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;  86


(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  (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 euros 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  87


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.  SECTION 8.8   Application of Trust Moneys.  All
cash in euros 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.  88


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.  ARTICLE IX  AMENDMENTS, SUPPLEMENTS AND WAIVERS  SECTION 9.1   Without Consent of Holders of Notes. 
Notwithstanding Section 9.2 hereof, the Company, the Trustee and
the Principal Paying Agent 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 Commission
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  89


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):  (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;  90


(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 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.  91


(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.  ARTICLE X  SUBORDINATION  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 irrevocable
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)  92


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 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  93


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.  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.  94


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.  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.  95


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 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.  96


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.  ARTICLE XI  MISCELLANEOUS  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  97


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  if to the Principal Paying Agent:  Attention: 
Trust & Securities Services
Deutsche Bank AG London as Principal Paying Agent and Transfer Agent
Winchester House
1 Great Winchester Street
London EC2N 2DB
England
Telecopier:  +44-207-547-6149  98


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 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.  99


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 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, the Paying Agent, the Principal
Paying Agent or the 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.  100


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 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 11.10   No 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.  101


SECTION 11.12   Currency Indemnity.  The
euro 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 euros (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
euro 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 euro amount is less than the
euro 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 euros been made with the amount so received in that other currency on the
date of receipt or recovery (or, if a purchase of euros 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 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  102


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.  103


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  104


DEUTSCHE BANK TRUST
  COMPANY
  AMERICAS, as Trustee, Registrar and
  Paying AgentBy:
  /s/ RODNEY GAUGHANName:
  Rodney GaughanTitle:
  Assistant Vice President  105


DEUTSCHE BANK LUXEMBOURG
  S.A.,
  as Paying Agent and Transfer AgentBy:
  /s/ JASON MISTRYName:
  Jason MistryTitle:
  AttorneyBy:
  /s/ C. RAKESTROWName:
  C. RakestrowTitle:
  Attorney  106


DEUTSCHE BANK AG acting
  through its
  London Branch,as Principal Paying AgentBy:
  /s/ SUZIE SMITHName:
  Suzie SmithTitle:
  Deutsche Bank AG London
  Vice
  PresidentBy:
  /s/ GRAHAM COXName:
  Graham CoxTitle:
  Director  107


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  A-1


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.  A-2


JSG FUNDING PLC  7.75%
Senior Subordinated Note due 2015   Common
Code:  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-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:  A-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 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 Euroclear and Clearstream. 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  A-5


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 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 any law
implementing or complying with, or introduced in order to conform to, such
Directive; or  A-6


(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.  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 euros.  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 and Deutsche Bank AG acting
through its London Branch will act as Principal Paying Agent.  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 Euro 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 and Deutsche Bank AG acting through
its London Branch, as Principal 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.  A-7


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).  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  A-8


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.  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  A-9


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 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.  A-10


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, 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.  A-11


25.           ISIN and Common Code Numbers.  The Company may cause 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-12


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-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)  A-14


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  B-1


(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.  B-2


JSG FUNDING PLC  7.75%
Senior Subordinated Note due 2015  Common
Code:  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                 
Euros (                ),
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 Euroclear and Clearstream. 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  B-5


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 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  B-6


(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.  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 euros.  With respect to
payments in euros, 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 and Deutsche Bank AG acting
through its London Branch will act as Principal Paying Agent.  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 Euro 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 and Deutsche Bank AG acting through
its London Branch, as Principal Paying Agent and transfer agent.  This Note is one of a duly authorized issue
of Notes  B-7


(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:  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  B-8


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 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  B-9


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 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.  B-10


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, 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.  B-11


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.  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  Common
Code:  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 Euroclear and Clearstream. 
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:  C-3


(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,
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.  C-4


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 euros.  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.  4.Paying Agent and Registrar. 
Initially, Deutsche Bank Trust Company Americas will act as Paying Agent
and Registrar and Deutsche Bank AG Acting through its London Branch will act as
Principal Paying Agent.  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 Euro 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 and Deutsche Bank AG acting through its London Branch, as Principal
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  C-5


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).  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  C-6


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 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, 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  C-7


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.  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.  C-8


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 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.ISIN and Common Code Numbers.  The
Company will cause 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  Common
Code:  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                    
euros (                   ),
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 Euroclear and Clearstream. 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:  D-3


(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,
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.  D-4


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 surrender Notes to a Paying
Agent to collect principal payments.  The
Company shall pay all owing hereunder in euros. 
With respect to payments in euros, 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 and Deutsche Bank AG acting through its London Branch will act as
Principal Paying Agent.  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 Euro 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 and Deutsche Bank AG acting through its London Branch, as Principal 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  D-5


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 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  D-6


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.  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  D-7


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
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.  D-8


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 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.  D-9


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.ISIN and Common Code Numbers.  The
Company will cause 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-10


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-11


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-12


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 AG acting through its London Branch, as Book-Entry Depositary
Attention:  Trust & Security Services  Deutsche Bank AG acting through its London
Branch, as Principal Paying Agent and Transfer Agent Winchester House 1 Great Winchester Street London EC2N 2DB England  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
and Deutsche Bank AG acting through its London Branch, as Principal 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.                     ;
Common Code                     )
and held by you on behalf of the Common Depositary 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                     ;
Common Code                     )
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;  E-1


(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,  (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 AG acting through its London Branch, as Book-Entry Depositary
Attention: Trust & Security Services
Deutsche Bank AG acting through its London Branch, as Principal Paying Agent
and Transfer Agent Winchester House 1 Great Winchester Street London EC2N 2DB England  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
and Deutsche Bank AG acting through its London Branch, as Principal 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                     ;
Common Code                     )
and held by you on behalf of the Common Depositary 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.
                    ;
Common Code                     )
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