Ardagh Glass Finance plc - Irish Stock Exchange

Tranche B is a non-amortizing term loan facility and any amounts drawn under it will become due
for repayment on June 30, 2014.
Interest on Tranche A1, Tranche A2 and Tranche B borrowings is payable on a one-, three or
six-month basis at the option of Ardagh. The Amended and Restated Anglo Irish Senior Secured
Credit Facility provides a 2.50% margin over EURIBOR on Tranche A1 and Tranche B advances and
over LIBOR on Tranche A2 advances. Borrowings under Tranches A1, A2 or B which have been repaid
or prepaid may not be redrawn.
The Tranche C revolving facility is subject to certain agreed availability limits based on the amount
of certain consolidated receivables and inventory of the Group at the time of the relevant drawdown
request. Any amount originally drawn under the Tranche C revolving facility to finance a portion of the
purchase price for the Rexam Acquisition was available for reborrowing as part of the revolving credit
facility. All principal outstanding under the Tranche C revolving facility falls due for repayment on
June 30, 2014. Interest on Tranche C borrowings are payable every month. The margin over EURIBOR
on Tranche C advances is 2.25%.
Subject to certain conditions, including the giving of at least ten business days’ notice, the
Amended and Restated Anglo Irish Senior Secured Credit Facility provides for the voluntary
prepayment of borrowings under it. Prepayment amounts are applied first in prepayment of Tranche A1
and once Tranche A1 has been prepaid in full, in prepayment of Tranche A2 and once Tranche A2 is
prepaid in full, in prepayment of Tranche B. This facility agreement also provides for mandatory
prepayment of all amounts borrowed under the facility upon a change of control (defined substantially
similar to a ‘‘Change of Control’’ under the Indenture—see ‘‘Description of the Notes—Purchase of
Notes upon a Change of Control’’). In addition, this facility agreement requires the net proceeds from
certain asset disposals that are not applied within 12 months towards the purchase of a replacement
asset or fixed asset, the reinstatement or repair of an asset, or the payment of a liability related to the
asset in respect of which the disposal proceeds arose to be applied in prepayment of amounts drawn
under the facility.
This facility is guaranteed by each Guarantor and is secured by the security interests securing the
2009 Notes. In that facility agreement, the Parent Guarantor has undertaken to procure that any
member of the Group which is a material subsidiary shall, as soon as possible after becoming a
material subsidiary, become an additional guarantor of the facility and, subject to the agreed security
principles, shall grant security over its assets provided that same security is provided equally and ratably
to the holders of the 2009 Notes and shall accede to the Intercreditor Agreement. In the Amended and
Restated Anglo Irish Senior Secured Credit Facility Agreement, ‘‘material subsidiary’’ is defined as any
subsidiary which has EBITDA or total assets representing 5% or more of the consolidated EBITDA or
total assets of the Group.
The Amended and Restated Anglo Irish Senior Secured Credit Facility contains customary
representations and warranties. It also contains financial covenants usual to this type of agreement,
including covenants to maintain certain minimum levels of consolidated EBITDA to consolidated senior
debt, consolidated EBITDA to consolidated total debt, consolidated EBITDA to consolidated total
senior debt interest payable, and consolidated EBITDA to consolidated total cash interest payable,
minimum tangible net worth and a maximum capital expenditure (as such metrics are defined in the
facility agreement).
The Amended and Restated Anglo Irish Senior Secured Credit Facility also contains a cash sweep
covenant.
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