0001047469-05-012143 Sample Contracts

EXCHANGE AND SHAREHOLDERS AGREEMENT
Exchange and Shareholders Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • Illinois

THIS EXCHANGE AND SHAREHOLDERS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private limited company organized under the laws of the Republic of Ireland with company number 380620 (the "Company"), the MDCP Co-Investors and each of the Persons listed on the Schedule of Additional Investors attached hereto (each an "Additional Investor" and collectively, the "Additional Investors"). The MDCP Co-Investors and the Additional 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 10 hereof.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private limited company registered under the laws of the Republic of Ireland (the "Company"), each of the MDCP Co-Investors and each of the Persons listed on the Schedule of Minority Investors attached hereto (each a "Minority Investor" and collectively, the "Minority Investors"). The MDCP Co-Investors 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.

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MANAGEMENT EQUITY AGREEMENT
Management Equity Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products

THIS MANAGEMENT EQUITY AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private 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 page to be attached hereto (each an "Executive").

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CORPORATE GOVERNANCE AGREEMENT
Corporate Governance Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products

THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Management Investors" and individually as a "Management Investor". The Other Investors and the Management Investors are collectively referred to herein as "Minority Investors" and in the singular as a "Minority Investor." The MDCP Co-Investors 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.

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PRIORITY AGREEMENT Dated 31st January, 2005 BETWEEN JEFFERSON SMURFIT GROUP LIMITED as the Parent CERTAIN SUBSIDIARIES OF THE PARENT AS OBLIGORS THE SENIOR CREDITORS, HEDGING BANKS, BOND TRUSTEE, JUNIOR CREDITORS AND INVESTORS and DEUTSCHE BANK AG...
Priority Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products
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JSG FUNDING PLC as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, Registrar and Paying Agent, and DEUTSCHE BANK LUXEMBOURG S.A. As Paying Agent and Transfer Agent
Dollar Indenture • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

DOLLAR INDENTURE, dated as of January 31, 2005, among (i) JSG Funding plc, a public limited company incorporated under the laws of Ireland and having its registered office at Beech Hill, Clonskeagh, Dublin 4, Ireland (the “Company”), (ii) Deutsche Bank Trust Company Americas, a banking corporation organized under the laws of the State of New York, as Trustee, Registrar and Paying Agent, and (iii) Deutsche Bank Luxembourg S.A. as Paying Agent and transfer agent.

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DATED 31 January 2005
Intercompany Loan Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products
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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...
JSG Acquisitions I • April 29th, 2005 • Wholesale-paper & paper products • New York

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.

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PRIORITY AGREEMENT Dated 14th February 2003 BETWEEN MDCP ACQUISITIONS LIMITED as the Parent CERTAIN SUBSIDIARIES OF THE PARENT AS OBLIGORS THE SENIOR CREDITORS, HEDGING BANKS, SPANISH BOND CREDITORS, BOND TRUSTEE, JUNIOR CREDITORS AND INVESTORS and...
Priority Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products
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€217,500,000 7.75% Senior Subordinated Notes due 2015 EURO REGISTRATION RIGHTS AGREEMENT Dated as of January 31, 2005
Registration Rights Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

This Euro Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2005, by and among JSG Funding plc, a public limited company incorporated under the laws of Ireland (the “Company”), and Deutsche Bank AG London and Citigroup Global Markets Limited (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.75% Senior Subordinated Notes due 2015 in aggregate principal amount of €217,750,000 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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JSG FUNDING PLC and DEUTSCHE BANK AG acting through its London Branch As Book- Entry Depositary, DEUTSCHE BANK AG acting through its London Branch As Note Custodian and THE OWNERS OF BOOK-ENTRY INTERESTS in
Deposit and Custody Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

THIS AGREEMENT (the “Agreement”) is made as of this January 31, 2005 by and among JSG Funding plc, a public limited company incorporated and existing under the laws of Ireland (the “Issuer”), which is party hereto for the limited purposes referred to herein, Deutsche Bank AG acting through its London Branch, as the “Book-Entry Depositary” (as defined below), Deutsche Bank AG acting through its London Branch, as the “Note Custodian” (as defined below), and owners from time to time of Book-Entry Interests.

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JSG FUNDING PLC and DEUTSCHE BANK TRUST COMPANY AMERICAS As Book-Entry Depositary, DEUTSCHE BANK TRUST COMPANY AMERICAS As Note Custodian and THE OWNERS OF BOOK-ENTRY INTERESTS in
Dollar Deposit and Custody Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

THIS AGREEMENT (the “Agreement”) is made as of this 31st day of January, 2005 by and among JSG Funding plc, a public limited company incorporated and existing under the laws of Ireland (the “Issuer”), which is party hereto for the limited purposes referred to herein, Deutsche Bank Trust Company Americas, as the “Book-Entry Depositary” (as defined below), Deutsche Bank Trust Company Americas, as the “Note Custodian” (as defined below), and owners from time to time of Book-Entry Interests.

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200,000,000 7.75% Senior Subordinated Notes due 2015 DOLLAR REGISTRATION RIGHTS AGREEMENT Dated as of January 31, 2005
Dollar Registration Rights Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products • New York

This Dollar Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2005, by and among JSG Funding plc, a public limited company incorporated under the laws of Ireland (the “Company”), and Deutsche Bank AG London and Citigroup Global Markets Limited (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7.75% Senior Subordinated Notes due 2015 in aggregate principal amount of $200,000,000 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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DATED 14th February, 2003
Intercompany Loan Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products
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