Jefferson Smurfit Group plc Beech Hill, Clonskeagh Dublin 4 IrelandMDCP Acquisitions I • July 5th, 2002 • Converted paper & paperboard prods (no contaners/boxes)
This letter is intended to be legally binding and shall be governed by, and construed in accordance with, Irish law and each of the parties hereby submits to the non-exclusive jurisdiction of the Irish Courts in regard to any matters arising out of this Agreement.
AGREEMENT AND COMMITMENTMDCP Acquisitions I • July 5th, 2002 • Converted paper & paperboard prods (no contaners/boxes)
In consideration of the approval by Jefferson Smurfit Group plc ("JSG") of the Transaction Agreement, dated the date hereof (the "Transaction Agreement"), between JSG and MDCP Acquisitions I ("MDCP"), and JSG's entry into the Transaction Agreement, JSG and MDCP hereby agree and commit to the directors of JSG as follows. Prior to the closing (the "Closing") of the offer by MDCP for the entire issued and to be issued share capital of JSG (the "Offer"), JSG shall use its best endeavours to arrange for the continuation of its current directors and officers liability insurance policy after the Closing, or to enter into a runoff policy providing for continuing coverage after the Closing no less favourable than that of its current directors and officers liability insurance policy, in each case that will cover acts of the directors and officers of JSG occurring at any time up to and including the Closing; provided that such coverage can be maintained at a total cost to JSG for the first three
CORPORATE GOVERNANCE AGREEMENTCorporate Governance Agreement • July 5th, 2002 • MDCP Acquisitions I • Converted paper & paperboard prods (no contaners/boxes)
THIS CORPORATE GOVERNANCE AGREEMENT is made as of July 4, 2002, among MDCP Acquisitions plc, a public limited company incorporated under the laws of Ireland (the "Company"), MDCP IV Global Investments, L.P., a limited partnership organized under the laws of the Cayman Islands (the "Majority Investor"), Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS") and Ian Curley ("IJC"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Minority Investors." The Majority Investor and the Minority Investors are collectively referred to herein as the "Investors" and in the singular as an "Investor". Except as otherwise indicated herein, capitalized terms used herein are defined in Section 3 hereof.
MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • July 5th, 2002 • MDCP Acquisitions I • Converted paper & paperboard prods (no contaners/boxes)
THIS MANAGEMENT EQUITY AGREEMENT (this "Agreement") is made as of July 4, 2002, among MDCP Acquisitions plc, a public limited company organized under the laws of Ireland (the "Company"), and each of executives that become party hereto from time to time pursuant to the Management Equity Plan (as hereinafter defined) by executing a signature pages to be attached hereto (each an "Executive").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2002 • MDCP Acquisitions I • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 4, 2002, between MDCP Acquisitions plc, a public limited company registered in England (the "Company"), MDCP IV Global Investments, L.P., a limited partnership organized under the laws of the Cayman Islands (the "Majority Investor") and each of the Persons listed on the Schedule of Investors attached hereto (each a "Minority Investor" and collectively, the "Minority Investors"). The Majority Investor and the Minority Investors are collectively referred to herein as the "Investors" and individually as an "Investor". Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 7 hereof.
