Ardagh Glass Finance plc - Irish Stock Exchange

Under the Intercreditor Agreement, lenders under the Amended and Restated Anglo Irish Senior
Secured Credit Facility (for so long as A150.0 million is drawn and/or capable of being drawn
thereunder at the time of enforcement), can control decisions in relation to any Enforcement Action
(as defined in the Intercreditor Agreement, meaning, inter alia, identifying a receiver or insolvency
officer and disposal strategies following enforcement of the 2009 Notes Collateral). The Intercreditor
Agreement, however, does not preclude the holders of the 2009 Notes, on the occurrence of an event
of default under 2009 Notes from (a) calling an Event of Default and/or (b) instructing Anglo Irish
Bank Corporation Limited as security agent on their behalf to enforce the 2009 Notes Collateral
comprised in the security interests in favor of the holders of the 2009 Notes.
If the amount drawn and/or capable of being drawn under the Amended and Restated Anglo Irish
Senior Secured Credit Facility at the time of enforcement is less than A150.0 million, the security agent
shall determine the nature, management, timing and control of such Enforcement Action acting on the
instructions of the lenders under the Amended and Restated Anglo Irish Senior Secured Credit Facility
and the holders of the 2009 Notes who, in the aggregate, hold more than 50% of the amounts under
the Amended and Restated Anglo Irish Senior Secured Credit Facility and the Secured Notes then
outstanding.
Amended and Restated Anglo Irish Senior Secured Credit Facility
Ardagh Glass Holdings Limited and other subsidiaries entered into a facility agreement dated
March 9, 2007 (as amended and restated on June 18, 2007) (the ‘‘Original Anglo Facility Agreement’’)
with Anglo Irish Bank Corporation Limited, as the original lender, arranger, agent and security agent,
providing for borrowings in an aggregate principal amount of up to A495.0 million. The Original Anglo
Facility Agreement provided for:
•a A295.0 million senior secured term loan facility to be used to finance a portion of the total
purchase price for the Rexam Acquisition (‘‘Tranche A1’’);
•a A50.0 million senior secured term loan facility to be used for capital expenditure and
restructuring and reconstruction costs of the Group (‘‘Tranche B’’); and
•a A150.0 million senior secured revolving credit facility for general corporate and working capital
requirements of the Group, of which up to A50.0 million was available in connection with the
Rexam Acquisition (‘‘Tranche C’’).
Ardagh Glass Holdings Limited and other subsidiaries entered into an amended and restated
facility agreement on June 12, 2009 amending and restating the Original Anglo Facility Agreement,
which became effective on June 26, 2009 (the ‘‘Amended and Restated Anglo Irish Senior Secured
Credit Facility’’). The Amended and Restated Anglo Irish Senior Secured Credit Facility provides for a
£70 million senior secured term loan facility (‘‘Tranche A2’’) to finance general corporate and working
capital requirements of the Group.
The final maturity date for all four tranches is June 30, 2014. Interest on Tranche A1, Tranche B
and Tranche C advances is payable at a rate per annum equal to EURIBOR plus an agreed margin
and any applicable Associated Costs Rate (as defined in that facility agreement) to compensate the
lenders for costs arising due to reserve ratios or similar bank regulatory requirements.
Tranche A1 is an amortizing term loan facility and was originally available to Ardagh Glass
Holdings Limited and its nominated subsidiaries for a single drawdown on June 21, 2007, the closing
date of the Rexam Acquisition. Principal in respect of Tranche A1 is repayable in equal quarterly
instalments of A2.8 million, which commenced on June 30, 2007.
Tranche A2 was available to Ardagh Glass Holdings Limited and its subsidiaries. Principal in
respect of Tranche A2 is repayable in equal quarterly instalments of £2,050,000.
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