EXHIBIT 4.15 SUPPLEMENTAL INDENTURE, dated as of February 14, 2003 (the "Amendment"), among (i) MDP Acquisitions plc, a public limited company incorporated under the laws of Ireland and having its registered office at Arthur Cox Building, Earlsfort...Supplemental Indenture • April 17th, 2003 • MDCP Acquisitions I • Wholesale-paper & paper products • New York
EXHIBIT 10.12 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company registered under the...Registration Rights Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
by and amongRegistration Rights Agreement • April 17th, 2003 • MDCP Acquisitions I • Wholesale-paper & paper products • New York
EXHIBIT 4.9MDCP Acquisitions I • November 25th, 2002 • New York
EXHIBIT 10.15 SUBSCRIPTION AND SHAREHOLDERS AGREEMENT THIS SUBSCRIPTION AND SHAREHOLDERS AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company organized under the laws of the Republic of...Subscription and Shareholders Agreement • November 25th, 2002 • MDCP Acquisitions I • Illinois
27th September, 2002 Dear Sirs, INTERCOMPANY LOAN AGREEMENT BETWEEN MDP ACQUISITIONS PLC AS LENDER AND MDCP ACQUISITIONS I AS BORROWER DATED 16TH SEPTEMBER, 2002 (THE "LOAN AGREEMENT") Terms defined or used in the Loan Agreement have the same meaning...Intercompany Loan Agreement • November 25th, 2002 • MDCP Acquisitions I
EXHIBIT 10.13 AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT THIS AMENDED AND RESTATED CORPORATE GOVERNANCE AGREEMENT is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company incorporated under the laws of Ireland...Corporate Governance Agreement • November 25th, 2002 • MDCP Acquisitions I
EXHIBIT 10.11 AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this "AGREEMENT") is made as of September 5, 2002, among MDCP Acquisitions plc, a public limited company organized under the laws of...Management Equity Agreement • November 25th, 2002 • MDCP Acquisitions I
andDeposit and Custody Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
205,000,000 9.625% SENIOR NOTES DUE 2012Purchase Agreement • April 17th, 2003 • MDCP Acquisitions I • Wholesale-paper & paper products • New York
AMENDMENT AND RESTATEMENT AGREEMENT 31 January 2007 between SMURFIT KAPPA CORPORATION LIMITED as the Parent and DEUTSCHE BANK AG, LONDON BRANCH as Facility Agent in respect of a SENIOR CREDIT FACILITY dated 30 November 2005 as amended by an amendment...Agreement • April 27th, 2007 • Smurfit Kappa Acquisitions • Wholesale-paper & paper products
DOLLAR INDENTURE Dated as of October 2, 2002 15.5% Subordinated Notes due 2013Dollar Indenture • November 25th, 2002 • MDCP Acquisitions I • New York
REGISTRATION RIGHTS AGREEMENTRegistration 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.
MANAGEMENT EQUITY AGREEMENTManagement 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").
EXCHANGE AND SHAREHOLDERS AGREEMENTExchange 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.
CORPORATE GOVERNANCE AGREEMENTCorporate 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.
PRIORITY AGREEMENT DATED 16 SEPTEMBER, 2002Priority Agreement • November 25th, 2002 • MDCP Acquisitions I
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
BRIDGE CREDIT AGREEMENT dated as of September 10, 2002Bridge Credit Agreement • September 16th, 2002 • MDCP Acquisitions I • Converted paper & paperboard prods (no contaners/boxes) • New York
BRIDGE CREDIT AGREEMENT, dated as of September 10, 2002, among MDP ACQUISITIONS PLC, an Irish limited liability company (the "Company"), the several lenders from time to time parties hereto (collectively, the "Lenders"; individually, a "Lender"), and DEUTSCHE BANK AG LONDON, as agent for the Lenders hereunder (in such capacity, the "Agent").
27th September, 2002 Dear Sirs, PRIORITY AGREEMENT RELATING TO THE SENIOR FACILITY AGREEMENT FOR EURO 2,525,000,000 CREDIT FACILITY FOR MDCP ACQUISITIONS I ARRANGED BY DEUTSCHE BANK AG LONDON AND MERRILL LYNCH INTERNATIONAL WITH DEUTSCHE BANK AG...MDCP Acquisitions I • November 25th, 2002
DEED OF AMENDMENT AND RESTATEMENT 31 January 2007 between SMURFIT KAPPA CORPORATION LIMITED as the Parent andPriority Agreement • April 27th, 2007 • Smurfit Kappa Acquisitions • Wholesale-paper & paper products
Cedar House Hamilton HM 12 Bermuda February 9, 2007Smurfit Kappa Acquisitions • April 27th, 2007 • Wholesale-paper & paper products
Reference is made to (i) that certain letter agreement, dated as of October 31, 2003, by and between S.I. Holdings Limited (the “Corporation”) and you (as the same has been or may be expressly, impliedly or by operation of law, amended, restated, modified, supplemented or waived from time to time, together the “Employment Letter”), (ii) that certain Shareholders and Corporate Governance Agreement, dated as of December 1, 2005, by and among Smurfit Kappa Group Limited (the “Company”), you and certain other shareholders of the Company (as the same has been or may be amended, restated, modified, supplemented or waived from time to time, the “Shareholders Agreement”), and (iii) that certain Amended and Restated Management Equity Agreement, dated as of December 1, 2005, by and among the Company and certain management stockholders of the Company (as the same has been or may be amended, restated, modified, supplemented or waived from time to time, the “Management Equity Agreement” and, togeth
by and amongDollar Registration Rights Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
EXHIBIT 10.14 MDCP ACQUISITIONS PLC AMENDED AND RESTATED 2002 MANAGEMENT EQUITY PLAN MDCP ACQUISITIONS PLC AMENDED AND RESTATED 2002 MANAGEMENT EQUITY PLAN 1. TITLE AND PURPOSE. This plan shall be known as the Amended and Restated MDCP Acquisitions...MDCP Acquisitions I • November 25th, 2002
EXHIBIT 99.6Collateral Ranking Agreement • November 25th, 2002 • MDCP Acquisitions I
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
SECOND AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • April 27th, 2007 • Smurfit Kappa Acquisitions • Wholesale-paper & paper products
THIS SECOND AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as of March 9, 2007 and effective as of the date that the Company (as hereinafter defined) is admitted for Listing with the Irish Stock Exchange (the date of admission, the “Effective Date”), among Smurfit Kappa Public Limited Company, a public limited company organized under the laws of Ireland (the “Company”), and each of the 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 or is otherwise party to this Agreement by way of signature to a Prior Agreement (each, an “Executive”).
ANDPurchase Agreement • November 25th, 2002 • MDCP Acquisitions I
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 AgentDollar 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.
DATED 31 January 2005Intercompany Loan Agreement • April 29th, 2005 • JSG Acquisitions I • Wholesale-paper & paper products
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").
andDollar Deposit and Custody Agreement • November 25th, 2002 • MDCP Acquisitions I • New York
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.
