REGISTRATION RIGHTS AGREEMENT
Dated September 10, 2002
JEFFERSON SMURFIT CORPORATION ,
MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
BNY CAPITAL MARKETS, INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
DRESDNER KLEINWORT WASSERSTEIN—GRANTCHESTER, INC.
SCOTIA CAPITAL (USA) INC.
SG COWEN SECURITIES CORPORATION
WACHOVIA SECURITIES, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on September 10, 2002, among Jefferson Smurfit Corporation (U.S.), a Delaware corporation (the "Company"), JSCE, Inc., a Delaware corporation and the sole stockholder of the Company (the "Guarantor"), and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., BNY Capital Markets, Inc., Credit Lyonnais Securities (USA) Inc., Credit Suisse First Boston Corporation, Dresdner Kleinwort Wasserstein—Grantchester, Inc., Scotia Capital (USA) Inc., SG Cowen Securities Corporation and Wachovia Securities, Inc. (each a "Placement Agent" and, collectively, the "Placement Agents").
This Agreement is made pursuant to the Placement Agreement dated September 10, 2002, among the Company, the Guarantor and the Placement Agents (the "Placement Agreement"), which provides for the sale by the Company to the Placement Agents of an aggregate of $700,000,000 principal amount of the Company's 8.25% Senior Notes due 2012 (the "Securities"). The obligations of the Company under the Securities and the Indenture will be fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor pursuant to the terms of the Indenture (the "Guarantee"). In order to induce the Placement Agents to enter into the Placement Agreement, the Company and the Guarantor have agreed to provide to the Placement Agents and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Placement Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
"1933 Act" shall mean the Securities Act of 1933, as amended from time to time.
"1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.
"Closing Date" shall mean the Closing Date as defined in the Placement Agreement.
"Company" shall have the meaning set forth in the preamble and shall also include the Company's successors.
"Exchange Dates" shall have the meaning set forth in Section 2(a)(ii) hereof.
"Exchange Offer" shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
"Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.
"Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
"Exchange Securities" shall mean securities issued by the Company which are fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor under the Indenture (as defined below) containing terms identical to the Securities, including the Guarantee (except that (i) interest thereon shall accrue from the last day on which interest was paid on the Securities, or if no such interest has been paid, from September 26, 2002; and (ii) the Exchange Securities will not contain restrictions on transfer), and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.
"Guarantee" shall have the meaning set forth in the preamble.
"Guarantor" shall have the meaning set forth in the preamble and shall also include the Guarantor's successors.
"Holder" shall mean any Placement Agent, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers (as defined in Section 4(a)).
"Indenture" shall mean the Indenture relating to the Securities to be dated as of September 26, 2002 among the Company, the Guarantor and The Bank of New York, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.
"Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Placement Agents or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.