AGREEMENT AND COMMITMENTAgreement and Commitment • July 5th, 2002 • MDCP Acquisitions I • 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
