0001047469-04-032996 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 3rd, 2004 • Smurfit-Stone Container Enterprises Inc • Paperboard mills • New York

This Supplemental Indenture (this "Supplemental Indenture"), dated as of November 1, 2004, by and between Smurfit-Stone Container Enterprises, Inc., a Delaware corporation (the "Corporation"), as successor by merger to Jefferson Smurfit Corporation (U.S.), a Delaware corporation ("JSCUS"), and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee").

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 3rd, 2004 • Smurfit-Stone Container Enterprises Inc • Paperboard mills • New York

This Supplemental Indenture (this "Supplemental Indenture"), dated as of November 1, 2004, by and between Smurfit-Stone Container Enterprises, Inc., a Delaware corporation (the "Corporation"), as successor by merger to Jefferson Smurfit Corporation (U.S.), a Delaware corporation ("JSCUS"), and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee").

AGREEMENT OF MERGER
Merger Agreement • November 3rd, 2004 • Smurfit-Stone Container Enterprises Inc • Paperboard mills • Delaware

AGREEMENT OF MERGER, dated this 1st day of November, 2004, pursuant to Section 251 of the General Corporation Law of the State of Delaware ("DGCL"), between Jefferson Smurfit Corporation (U.S.), a Delaware corporation ("JSCUS") and Stone Container Corporation, a Delaware corporation ("Stone").

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