Depositary And Issuing And Paying Agent Agreement

DEPOSITARY AND ISSUING AND PAYING AGENT AGREEMENT
(SERIES B COMMERCIAL PAPER)


As of February 23, 1995


Bankers Trust Company Four Albany Street New York, New York 10006


Attention: Corporate Trust and Agency Group


Re: Jefferson Smurfit Finance Corporation Series B
Commercial Paper


Ladies and Gentlemen:


This will confirm the arrangements made with you (the "Depositary") by the undersigned, Jefferson Smurfit Finance Corporation (the "Company"), whereby you have agreed to act as depositary for safekeeping of certain short-term promissory notes of the Company which will be sold in the commercial paper market and designated Series B Commercial Paper (the "Series B Commercial Paper Notes") and as issuing and paying agent on behalf of the Company in connection with the issuance and payment of the Series B Commercial Paper Notes, and to undertake certain obligations as described below on behalf of holders of the Series B Commercial Paper Notes.


The Series B Commercial Paper Notes to be issued will be entitled to the benefits of this Depositary and Issuing and Paying Agent Agreement (this "Agreement"), and will be issued on the terms and subject to the conditions set forth herein and pursuant to the Liquidity Agreement (the "Liquidity Agreement") dated as of February 23, 1995, among the Company, the various financial institutions party thereto as "Banks" and Bankers Trust Company, as Facility Agent and Collateral Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth for such terms in Annex I to the Liquidity Agreement.


The Series B Commercial Paper Notes will be entitled to the benefits of this Agreement and the Liquidity Agreement.


This Agreement will govern your rights, powers and duties as such depositary, issuing and paying agent and, in certain circumstances, as fiduciary or agent with respect to the Series B Commercial Paper Notes issued pursuant to this Agreement. No implied covenants shall be read into this Agreement against you.


SECTION 1. Establishment of Accounts; Proceeds of Series B Commercial Paper Notes. For the purposes of this Agreement and the Liquidity Agreement, you have established, in the name of the Company for the exclusive benefit of the holders, from time to time, of the outstanding Series B Commercial Paper Notes, a segregated noninterest bearing trust account in the corporate trust office of Bankers Trust Company, account no. 14312 (being referred to herein and in the Liquidity Agreement as the "Series B Commercial Paper Account") over which you shall have exclusive dominion and control and the sole right of withdrawal. All proceeds of the sale on any day of Series B Commercial Paper Notes issued hereunder shall be deposited by you in the Series B Commercial Paper Account to the extent necessary to provide for the payment of unpaid matured or concurrently maturing Series B Commercial Paper Notes, whether or not presented to the Depositary for payment; the proceeds in excess of the amount required to pay unpaid matured or concurrently maturing Series B Commercial Paper Notes, whether or not presented to the Depositary for payment, shall be remitted to the Collateral Agent on such day for deposit to the Series B Proceeds Account and credited to the General Series B Sub-account. All funds at any time on deposit in the Series B Commercial Paper Account shall be held in trust by you for the exclusive benefit of the holders, from time to time, of the outstanding Series B Commercial Paper Notes in accordance with the terms of this Agreement; and no application shall be made of such funds except to repay advances made by you pursuant to Section 5 hereof or to pay matured Series B Commercial Paper Notes in accordance with the terms hereof. The Company shall have no legal, equitable or beneficial interest in the Series B Commercial Paper Account. You agree to give the Company, the Facility Agent and the Series B Dealers immediate notice if you receive written notice that the Series B Commercial Paper Account or any funds on deposit in the Series B Commercial Paper Account have become subject to any stay, writ, judgment, warrant or attachment, execution or similar process.


SECTION 2. Series B Commercial Paper Notes Delivered for Safekeeping. At any time and from time to time during the term of this Agreement the Company may deliver to your Commercial Paper Department, 123 Washington Street, New York, NY 10006, Attn: Commercial Paper Issuance, Series B Commercial Paper Notes in substantially the form of Exhibit A to this Agreement ("Certificated Notes") which shall be consecutively numbered and bear such other identification as the Company may deem appropriate and shall be manually signed or signed in facsimile in such manner as is acceptable to you on behalf of the Company by an Authorized Signatory (as defined below) of the Company (notwithstanding whether such person shall thereafter cease to be an Authorized Representative), but shall otherwise be incomplete. Each Series B Commercial Paper Note (including any Master Note (as defined below)), or group of Series B Commercial Paper Notes at one time, delivered to you shall be accompanied by a letter from the Company identifying the Series B Commercial Paper Note or Series B Commercial Paper Notes transmitted therewith, and you shall acknowledge receipt of such Series B Commercial Paper Note or Series B Commercial Paper Notes on the copy of such letter or some other form of written receipt deemed appropriate by you and the Company at the time of delivery to you of such Series B Commercial Paper Note or Series B Commercial Paper Notes. Pending the issuance of Series B Commercial Paper Notes as provided in Section 3 hereof, all Series B Commercial Paper Notes delivered to you shall be held by you for the account of the Company for safekeeping in accordance with the Depositary's customary practices.


Prior to the issuance of any Series B Commercial Paper Notes, the Company will furnish to you, and from time to time hereafter may furnish to you, a Certificate (substantially in the form of Exhibit C hereto) (hereinafter called an "Incumbency Certificate") of the Secretary or an Assistant Secretary of the Company, identifying and certifying the incumbency and specimen signatures of (i) officers or agents ("Authorized Signatories") of the Company authorized to execute Series B Commercial Paper Notes (including the Master Note) on behalf of the Company, and (ii) officers or agents ("Authorized Representatives") of the Company who are otherwise authorized to act and give instructions and notices on behalf of the Company hereunder. Until you receive a subsequent Incumbency Certificate, or unless a Designated Person (as defined below) shall have actual knowledge of the lack of authority of any individual, you shall be entitled to rely on the last such Incumbency Certificate delivered to you for purposes of determining Authorized Signatories and Authorized Representatives.


Prior to the issuance of any Series B Commercial Paper Notes, and from time to time thereafter as you choose, you shall deliver to the Company a certificate, substantially in the form of Exhibit D hereto (a "Depositary Authorization Letter"), of one of your officers, identifying and certifying the incumbency and specimen signatures of (i) persons ("Authenticating Representatives") who are authorized to give receipt for and, in the case of Certificated Notes, complete, authenticate and deliver Series B Commercial Paper Notes and (ii) persons ("Designated Persons") who are otherwise authorized to act on your behalf hereunder and to give and receive notices and instructions on your behalf hereunder. Until the Company receives a subsequent Depositary Authorization Letter or written notice from you to the contrary, the Company shall be entitled to rely on the last such Depositary Authorization Letter delivered to the Company for purposes of determining Authenticating Representatives and Designated Persons.


SECTION 3. Issuance of Series B Commercial Paper Notes. (a) From time to time during the term of this Agreement, and upon your timely receipt of written (including electronically transmitted writings) or telephonic instructions (subject to written confirmation, in the case of telephonic instructions, as provided in paragraph (b) of this Section 3) in respect of any Series B Commercial Paper Note, not later than 12:15 p.m., New York City time, on the date of issuance thereof from an Authorized Representative, you shall: (i) in the case of Certificated Notes, withdraw designated Series B Commercial Paper Notes from safekeeping and, in accordance with the instructions received, take the following action with respect to each such Certificated Note:


(A) date each such Certificated Note the date of
issuance thereof (which shall be a Business Day) and insert
(x) the maturity date thereof (which shall be a Business Day
and which shall not be later than the earlier to occur of
(1) the 180th day following issuance thereof, and (2) the
date fifteen days prior to the Scheduled Liquidation
Commencement Date in effect on the date of issuance thereof,
which, until you are advised in writing to the contrary by
the Facility Agent, shall be December 22, 1999), and (y) the
face amount (which shall be at least $100,000 or an integral
multiple of $1,000 in excess thereof) in figures and, if so
directed by an Authorized Representative, strike the word
"Bearer" (if applicable) and insert the name, address and
taxpayer identification number of the payee thereof;


(B) authenticate each such Certificated Note by
countersigning it for authentication in the space provided
thereon;


(C) deliver each such Certificated Note to the Series
B Dealer specified in such instructions, or to the
consignee, if any, designated by such Series B Dealer for
the account of such Series B Dealer against receipt of
payment of the amount set forth in the instructions of the
Company delivered in respect thereof as provided in Section
4 hereof; and


(D) send a copy of each such Certificated Note to the
Company and the Facility Agent on or promptly following the
date of issuance thereof; and


(ii) in the case of Book Entry CP Notes (as defined below), enter an issuance instruction (a "Book Entry Issuance Instruction") in the Book Entry System of the Depository Trust Company ("DTC") in accordance with the Book Entry Procedures (as defined below), which instruction shall provide the issuance information set forth in clause (i) above with respect to such Book Entry CP Notes and specify the party to whom such Book Entry CP Notes shall be issued.


Notwithstanding the foregoing, no Series B Commercial Paper Note shall be issued hereunder if, (x) after giving effect to the issuance of such Series B Commercial Paper Note and the application of the proceeds thereof, either


(i) a Base Amount Shortfall exists;


(ii) if the Term Loan is outstanding, a Modified Base
Amount Short fall exists;


(iii) the sum of the Aggregate Series B Loan Amount and
the aggregate outstanding face amount of the Series B
Commercial Paper would be greater than the Series B Facility
Amount;


(iv) the sum of the Aggregate Series B Loan Amount and
the aggregate face amount of outstanding Series B Commercial
Paper, minus the aggregate amount on deposit and credited to
the Downgraded Series B Bank Sub-account, would exceed the
Adjusted Series B Base Amount;


(v) the sum of the Aggregate Loan Amount and the
aggregate outstanding face amount of the Commercial
Paper would exceed the Facility Amount;


(vi) the sum of the Aggregate Loan Amount and the
aggregate face amount of outstanding Commercial Paper, minus
the aggregate amount on deposit and credited to the
Downgraded Series B Bank Sub-account and the Downgraded
Series B Bank Sub-account, would exceed the Adjusted Base
Amount; or


(vii) the aggregate outstanding amount of all
Commercial Paper which shall mature on any day would exceed
20% of the Facility Amount;


or (y) you shall have received notice that any condition precedent specified in Article V of the Liquidity Agreement with respect to such issuance has not been satisfied. In this connection, the Company will provide you on each such day of issuance with a copy of the Daily Report as to the Base Amount, the Adjusted Base Amount, the Modified Base Amount, the Aggregate CP Amount, the Aggregate Series B Loan Amount, the Aggregate Series B CP Amount, the Aggregate Series B Facility Amount and the Aggregate Net Outstandings (in each case before giving effect to the issuance of Commercial Paper Notes on such day), the Aggregate Loan Amount, the Term Loan Amount, and the Facility Amount or any change in any of such amounts, and the satisfaction of the conditions precedent referred to in the preceding sentence, and at the time of delivering or issuing Series B Commercial Paper Notes you may rely on the last such Daily Report so received in determining the amount of Series B Commercial Paper Notes that may then be issued. In addition, you shall notify the Facility Agent, the Collateral Agent, the Servicer and the Company on any day on which your records reflect an Aggregate CP Amount different than the Aggregate CP Amount set forth in the Daily Report prepared on the preceding Business Day.


You shall be completely protected in relying on the Daily Report and on all instructions with respect to the issuance of Series B Commercial Paper Notes given to you by an Authorized Representative or the Facility Agent (with respect to instructions not to issue Series B Commercial Paper Notes) pursuant to this Section 3 provided, however, that if, after receipt of such instructions, you receive a contrary or supervening instruction, you shall use your best efforts to comply with such contrary or supervening instruction.


(b) No Series B Commercial Paper Notes will be authenticated and delivered, and no Book Entry Issuance Instruction shall be given, by you unless you shall have received, in your reasonable judgment, complete instructions from an Authorized Representative as to the matters specified above in clauses (i)(A) and, in the case of Certificated Notes, (i)(C) of paragraph (a) of this Section 3. Any instructions given to you by an Authorized Representative to authenticate and deliver Certificated Notes or to enter a Book Entry Issuance Instruction hereunder shall constitute a representation and warranty on the part of the Company that the issuance of such Series B Commercial Paper Notes will not violate or contravene any applicable law, rule, regulation, order or contractual agreement binding upon the Company (including, as appropriate and without limitation, any securities law or law pertaining to investment companies or any order of any court, governmental agency or regulatory authority) and will be in conformity with the terms of the Liquidity Agreement.


Notwithstanding any instructions received by you from an Authorized Representative, you shall not deliver Series B Commercial Paper Notes or enter any Book Entry Issuance Instruction on any date pursuant to such instructions if a Designated Person shall receive by 9:00 a.m. (New York City time) on such date instructions from the Facility Agent pursuant to Section 3.01(a) of the Liquidity Agreement instructing you not to deliver Series B Commercial Paper Notes or to enter Book Entry Issuance Instructions, which instructions may be specific with respect to a particular issue of Series B Commercial Paper Notes or may be general and applicable to all Series B Commercial Paper Notes issued after receipt of such instructions, until such instructions from the Facility Agent are revoked or superseded by further instructions therefrom.


Any telephonic instructions given to you by an Authorized Representative shall be confirmed in writing by such Authorized Representative within twenty-four hours after the same are received by you (according to your written records), and you shall incur no liability for acting in accordance with any such telephonic instructions reasonably believed by you in good faith to have been given by an Authorized Representative. Should the Company use your instruction and communication service Noteline Direct ("Noteline Direct") to transmit to you the Company's instructions for the issuance of Series B Commercial Paper Notes, the Company understands that the transmission of an instruction through Noteline Direct shall be equivalent to the giving of a duly authorized written and signed instruction which you may act upon without liability. Use of Noteline Direct by the Company shall be subject to the terms and conditions set forth in Exhibit B hereto.


It is the express intent of the parties hereto and the parties to the Liquidity Agreement that the commercial paper program contemplated hereby and thereby shall be operated in a manner designed to ensure compliance by BT Securities Corporation and its affiliates with law, including without limitation the federal laws of the United States. In implementation of such intent and in any event, the Depositary will (so long as Bankers Trust Company is a "Bank" under the Liquidity Agreement):


(i) prior to the issuance of any Commercial Paper
hereunder establish such procedures (and maintain such books
and records) as shall be necessary to distinguish the Series
A Commercial Paper (including Series A Commercial Paper
issued through DTC and Series A Commercial Paper evidenced
by Commercial Paper Notes) in respect of which the Series A
Commitment is applicable and the Series B Commercial Paper
(including Series B Commercial Paper issued through DTC and
Series B Commercial Paper evidenced by definitive Commercial
Paper Notes) in respect of which the Series B Commitment is
applicable;


(ii) issue Commercial Paper sold or placed by BT
Securities Corporation only as Series B Commercial Paper;


(iii) not issue any Series A Commercial Paper to BT
Securities Corporation;


(iv) not deliver to BT Securities Corporation any
Series A Commercial Paper Note;


(v) not issue as Series A Commercial Paper any
Commercial Paper placed by BT Securities Corporation;


(vi) not transfer any funds on deposit in the Series B
Commercial Paper Account to the Series A Commercial Paper
Account; and


(vii) not transfer any funds on deposit in the Series A
Commercial Paper Account to the Series B Commercial Paper
Account.


It is expressly understood that Series A Commercial Paper and Series B Commercial Paper need not be issued on a pro rata basis. The Company and the Depositary acknowledge that it is the intention of the parties hereto and the parties to the Liquidity Agreement that:


(A) the proceeds of any Series B Liquidity Loan or a
Borrowing comprised of a Series B Liquidity Loan shall not
be used, directly or indirectly, to pay any Series A
Commercial Paper or to pay any Commercial Paper designated
as "Series A Commercial Paper" pursuant to the Facility
Documents;


(B) the proceeds of any Series A Liquidity Loan or a
Borrowing comprised of a Series A Liquidity Loan shall not
be used, directly or indirectly, to pay any Series B
Commercial Paper or to pay any Commercial Paper designated
as "Series B Commercial Paper" pursuant to the Facility
Documents;


(C) the proceeds of the sale of any Series B Commercial
Paper shall not be used, directly or indirectly, to pay any
Series A Commercial Paper or to pay any Commercial Paper
designated as "Series A Commercial Paper" pursuant to the
Facility Documents; and


(D) the proceeds of the sale of any Series A Commercial
Paper shall not be used, directly or indirectly, to pay any
Series B Commercial Paper or to pay any Commercial Paper
designated as "Series B Commercial Paper" pursuant to the
Facility Documents.


SECTION 4. Delivery of Series B Commercial Paper Notes. No Certificated Note shall be delivered by you to any Series B Dealer or any Series B Dealer's consignee except against payment therefor. A Certificated Note shall be deemed delivered against payment for purposes of this Section 4 if the net proceeds of such Certificated Note are received by you in immediately available funds at the time of your delivery of such Certificated Note to any Series B Dealer or any Series B Dealer's consignee or if, at the time you deliver such Certificated Note to such Series B Dealer or such Series B Dealer's consignee, you receive such Series B Dealer's receipt for the delivery in customary form. In accordance with the custom in the commercial paper market, delivery of such receipt shall obligate such Series B Dealer to deliver or cause to be delivered to you the purchase price of such Certificated Notes in immediately available funds prior to your close of business on such day. Should you deliver any Certificated Notes against receipt as provided in the second sentence of this Section 4 you shall have no responsibility or liability for the credit risks involved in your delivery of such Certificated Notes to those Persons who shall be designated by an Authorized Representative or for the failure of such Persons to effectuate payment therefor as herein contemplated.


At the close of business on each Business Day on which Series B Commercial Paper Notes are issued or mature, if Noteline Direct is not operational, you shall prepare a written statement showing (i) the aggregate face amount of all Series B Commercial Paper Notes issued on that Business Day, which statement shall include the serial number, in the case of Certificated Notes, or the CUSIP number, in the case of Book Entry CP Notes, issue date, maturity date and face amount thereof, and (ii) the aggregate face amount of all Series B Commercial Paper Notes outstanding at the close of business on such day. You shall furnish such information to the Company, the Facility Agent and the Collateral Agent on that day and at such other times as the Company, the Facility Agent or the Collateral Agent may from time to time reasonably request. A copy of each statement referred to above shall be sent by you by either telecopy or overnight delivery service to the Company, the Facility Agent and the Collateral Agent at their addresses specified herein, no later than the following Business Day.


SECTION 5. Payment of Series B Commercial Paper Notes at Maturity. (a) Each matured Series B Commercial Paper Note presented to you for payment on any Business Day prior to the standard window closing time (as established by the rules of the New York Clearing House Association in effect from time to time) on such Business Day, shall be paid the same day in accordance with the provisions of paragraph (b) of this Section 5. Each matured Series B Commercial Paper Note presented to you for payment on any Business Day after such time shall be paid on the next succeeding Business Day in accordance with the provisions of paragraph (b) of this Section 5.


(b) You shall pay each matured Series B Commercial Paper Note presented to you for payment prior to the close of business on any Business Day from funds available for such payment in the Series B Commercial Paper Account (including funds from Series B Commercial Paper Notes issued or to be issued on that day). If, on any given day on which a Series B Commercial Paper Note is scheduled to mature by its terms, the funds on deposit in the Series B Commercial Paper Account are insufficient to pay such Series B Commercial Paper Note in full after giving effect to the anticipated proceeds of Series B Commercial Paper Notes issued on such day and after giving effect to the transfers by the Collateral Agent from the Series B Proceeds Account from the General Series A Sub-account and the Collection Account that are to be made on such day as set forth in the Daily Report delivered on such day, you may, and the Company hereby irrevocably authorizes you to, as attorney-in-fact of the Company, request a Refunding Advance comprised of Series B Liquidity Loans in an amount equal to such insufficiency by delivering a Notice of Borrowing to the Facility Agent not later than 11:15 a.m., New York City time, on the date of the proposed Borrowing. In accordance with and subject to the terms of the Liquidity Agreement, the proceeds of any such Refunding Advance shall be remitted to the Series B Commercial Paper Account not later than 3:30 p.m. (New York City time) on the date of the requested Borrowing. You shall apply the proceeds of any Refunding Advance obtained by you first to reimburse yourself for any advances made by you to pay any matured Series B Commercial Paper Note and second to the payment of the Series B Commercial Paper Notes in respect of which the Refunding Advances were obtained.


If, at the time any Series B Commercial Paper Note is presented to you for payment, there are insufficient funds on deposit and available in the Series B Commercial Paper Account (after giving effect to transfers thereto, if any, from the Series B Proceeds Account and the Collection Account and from the Banks in the form of Refunding Advances comprised of Series B Liquidity Loans in accordance with this paragraph (b) of this Section 5) to pay such Series B Commercial Paper Note in full, you shall be entitled, but not required, to pay such Series B Commercial Paper Note out of your personal assets before your close of business that day and you shall thereupon be deemed and treated as the holder of such Series B Commercial Paper Note and shall be entitled to receive payment for such Series B Commercial Paper Note (from the proceeds of Refunding Advances comprised of Series B Liquidity Loans or from any other source available in accordance with the Liquidity Agreement for the payment of Series B Commercial Paper Notes). Any such advance made by you out of personal assets to pay maturing Series B Commercial Paper, if not repaid by the close of business on the date when made, shall bear interest from such date until repayment at a rate equal to 2% per annum above the Alternate Base Rate.


(c) Certificated Notes paid in full by you shall be canceled and held by you in safekeeping for disposition in accordance with written instructions to you by the Company. Unless the Company instructs you otherwise, you shall return to the Company all Certificated Notes paid by you within sixty (60) days after such payment.


SECTION 6. Book Entry Series B Commercial Paper Notes. (a) The Company may elect to make the Series B Commercial Paper Notes eligible for the book entry commercial paper program of The Depository Trust Company ("DTC"), in which case (i) the Company will instruct you in writing to issue book entry Series B Commercial Paper Notes ("Book Entry Series B CP Notes") through DTC instead of, or in addition to, issuing certificated Series B Commercial Paper Notes as hereinbefore provided, (ii) you will prepare for execution by the Company and you DTC's current form Letter of Representations (with such changes as DTC may reasonably request, the "Letter"), a copy of which is attached hereto as Exhibit E, (iii) the Company will provide to you for submission with the Letter a copy of the information memorandum for the Company's commercial paper program under which the Series B Commercial Paper Notes are issued by you pursuant to this Agreement and (iv) you will deliver the Letter to DTC's Legal Department and will return to the Company a copy of the Letter after it has been received and accepted by DTC. You are authorized and directed to issue and settle through DTC Book Entry Series B CP Notes in accordance with the applicable rules and procedures established by DTC for the issuance and settlement of book entry notes upon receipt by you of written instructions pursuant to clause (i) of the immediately preceding sentence. DTC's procedures with respect to the issuance of book entry notes (the "Book Entry Procedures"), among other things, currently provide t ...