DATED 30 NOVEMBER 2005 AGREEMENT €3,796,818,558 SENIOR CREDIT FACILITY FOR JSG ACQUISITIONS ARRANGED BY DEUTSCHE BANK AG, LONDON BRANCH CITIGROUP GLOBAL MARKETS LIMITED CREDIT SUISSE FIRST BOSTON INTERNATIONAL JP MORGAN PLC WITHAgreement • December 6th, 2005 • JSG Funding PLC • Wholesale-paper & paper products
AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as of December 1, 2005 (the “Effective Date”), among JSG Packaging Limited, a private 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 the Prior Agreement (each, an “Executive”).
EURO SUPPLEMENTAL INDENTURESupplemental Indenture • November 7th, 2007 • Smurfit Kappa Funding PLC • Wholesale-paper & paper products • New York
EURO SUPPLEMENTAL INDENTURE dated as of November 2, 2007, between SMURFIT KAPPA FUNDING PLC (formerly known as JSG FUNDING PLC), a public limited company incorporated under the laws of Ireland (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (“Trustee”). Capitalized terms used herein and not otherwise defined are used as defined in the Euro Indenture (as defined below).
SHAREHOLDERS AND CORPORATE GOVERNANCE AGREEMENTShareholders and Corporate Governance Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
THIS SHAREHOLDERS AND CORPORATE GOVERNANCE AGREEMENT (this “Agreement”) is made as of December 1, 2005, 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, Smurfit Kappa Feeder G.P. Limited, acting in its capacity as general partner of, and on behalf of, the Kappa Limited Partnership (the “Kappa Investor”), each of the Persons listed on the Schedule of Additional Investors (each, an “Additional Investor”, and collectively, the “Additional Investors”) and, for the purposes herein described, the Cinven Co-Investors, the CVC Co-Investors, the Stichting, Dr. Michael W.J. Smurfit (“MWJS”), Gary McGann (“GMcG”), Anthony Smurfit (“APJS”), and Ian Curley (“IJC” and together with MWJS, GMcG and APJS, each, a “Management Investor” and collectively, the “Management Investors”). The MDCP Co-Investors, the Kappa Investor, and the Additional Investors are collectively referred to
JSG PACKAGING LIMITED JSG ACQUISITIONS SMURFIT KAPPA FEEDER G.P. LIMITED (in its capacity as general partner of SMURFIT KAPPA FEEDER L.P.) - and - THE PERSONS SET OUT IN SCHEDULE 1 SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 6th, 2005 • JSG Funding PLC • Wholesale-paper & paper products
a limited liability company incorporated in Ireland with registered number 380620 of Beech Hill, Clonskeagh, Dublin 4 (hereinafter referred to as “JSGP”)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 1, 2005, 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, Smurfit Kappa Feeder G.P. Limited, acting in its capacity as general partner of, and on behalf of, the Kappa Limited Partnership (the “Kappa Investor”), 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, the Kappa 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.
DOLLAR SUPPLEMENTAL INDENTUREDollar Supplemental Indenture • August 21st, 2007 • Smurfit Kappa Funding PLC • Wholesale-paper & paper products • New York
DOLLAR SUPPLEMENTAL INDENTURE dated as of August 2, 2007, between SMURFIT KAPPA FUNDING PLC (formerly known as JSG FUNDING PLC and MDP ACQUISITIONS PLC), a public limited company incorporated under the laws of Ireland (the “Company”), SMURFIT KAPPA ACQUISITIONS (formerly known as MDCP ACQUISITIONS I), a public company incorporated under the laws of Ireland (“Acquisitions”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (“Trustee”). Capitalized terms used herein and not otherwise defined are used as defined in the Dollar Indenture (as defined below).
DATED 30 NOVEMBER 2005 PRIORITY AGREEMENT between JEFFERSON SMURFIT GROUP LIMITED as the Parent CERTAIN SUBSIDIARIES OF THE PARENT as Obligors THE SENIOR CREDITORS, THE HEDGING BANKS AND JUNIOR CREDITOR and DEUTSCHE BANK AG, LONDON BRANCH as Senior...Priority Agreement • December 6th, 2005 • JSG Funding PLC • Wholesale-paper & paper products
EURO SUPPLEMENTAL INDENTUREEuro Supplemental Indenture • August 21st, 2007 • Smurfit Kappa Funding PLC • Wholesale-paper & paper products • New York
EURO SUPPLEMENTAL INDENTURE dated as of August 2, 2007, between SMURFIT KAPPA FUNDING PLC (formerly known as JSG FUNDING PLC and MDP ACQUISITIONS PLC), a public limited company incorporated under the laws of Ireland (the “Company”) SMURFIT KAPPA ACQUISITIONS (formerly known as MDCP ACQUISITIONS I), a public company incorporated under the laws of Ireland (“Acquisitions”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (“Trustee”). Capitalized terms used herein and not otherwise defined are used as defined in the Euro Indenture (as defined below).
€370,000,000 (or dollar equivalent) Subordinated Notes due 2015 of JSG Funding plc JSG FUNDING PLC Purchase AgreementJSG Funding PLC • January 18th, 2005 • Wholesale-paper & paper products • New York
JSG Funding plc, a public limited company formed under the laws of Ireland (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Deutsche Bank AG London (“Deutsche Bank”) and Citigroup Global Markets Limited (“Citigroup”) are acting as representatives (the “Representatives”), €370 million in aggregate principal amount of its Subordinated Notes due 2015 or a lesser euro amount, but not less than €200 million, provided any shortfall is represented by an equivalent amount of Dollar Notes (as defined below) (the “Euro Notes”) and, in the event of any such shortfall below €370 million, up to a dollar-equivalent of such shortfall
AMENDMENT AND RESTATEMENT AGREEMENT 18 July 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 and restated by an...Amendment and Restatement Agreement • July 20th, 2007 • Smurfit Kappa Funding PLC • Wholesale-paper & paper products
THIS AGREEMENT dated 30 November 2005, as amended and restated by the First Amendment and Restatement Agreement and as amended and restated by the Second Amendment and Restatement Agreement, is made
DIRECTORSHIP AGREEMENT WILLIAM FRY Solicitors Fitzwilton House Wilton Place Dublin 2 001042.0850.MRODirectorship Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
