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Ardagh Glass Finance plc - Irish Stock Exchange

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)<br />

14. Financial assets and liabilities (Continued)<br />

8 7 ⁄8% Senior Notes due 2013<br />

In July 2003, <strong>Ardagh</strong> <strong>Glass</strong> <strong>Finance</strong> B.V. issued A175 million 8 7 ⁄8% senior notes due 2013.<br />

The notes are the general unsecured obligations of <strong>Ardagh</strong> <strong>Glass</strong> <strong>Finance</strong> B.V. and rank senior in<br />

right of payment to any and all of its existing and future unsecured debt that is subordinated in right of<br />

payment to the notes. The notes also rank equally in right of payment with all of <strong>Ardagh</strong> <strong>Glass</strong><br />

<strong>Finance</strong> B.V.’s existing and future unsecured debt that is not subordinated in right of payment to the<br />

notes, and effectively subordinated to all existing and future secured debt of <strong>Ardagh</strong> <strong>Glass</strong> <strong>Finance</strong> B.V.<br />

to the extent of the assets securing such debt. <strong>Ardagh</strong> <strong>Glass</strong> Holdings Ltd and certain of its direct and<br />

indirect wholly owned subsidiaries have guaranteed payment under the notes on a senior and on a<br />

senior subordinated basis, respectively. In addition, the senior guarantee from <strong>Ardagh</strong> <strong>Glass</strong><br />

Holdings Ltd is effectively subordinated to all existing and future obligations of its direct and indirect<br />

wholly owned subsidiaries.<br />

New Anglo <strong>Irish</strong> Senior Secured Credit Facility<br />

<strong>Ardagh</strong> <strong>Glass</strong> Holdings Limited entered into a facility agreement dated March 9, 2007 with Anglo<br />

<strong>Irish</strong> Bank Corporation <strong>plc</strong>, providing for borrowings in an aggregate principal amount of up to<br />

A495 million, of which A394 million of which remains outstanding as at 31 December 2008. This facility<br />

comprises three elements all of which mature in June 2014:<br />

• A295 million senior secured term loan facility used to part finance the Rexam <strong>Glass</strong> business;<br />

• A50 million senior secured term loan facility to be used for capital expenditure and restructuring;<br />

and<br />

• A150 million senior secured revolving credit facility.<br />

The facility is guaranteed by certain of <strong>Ardagh</strong> <strong>Glass</strong> Holdings Limited’s direct and indirect wholly<br />

owned subsidiaries and is secured by security interests in respect of the property and assets of each<br />

guarantor, subject to certain agreed security principles. It also contains financial covenants usual to this<br />

type of agreement, including covenants to maintain certain minimum levels of EBITDA to; senior debt,<br />

total debt, total senior debt interest payable, total cash interest payable, minimum tangible net worth<br />

and a maximum capital expenditure.<br />

Anglo <strong>Irish</strong> Senior Secured Credit Facility<br />

<strong>Ardagh</strong> <strong>Glass</strong> (UK) Ltd and <strong>Ardagh</strong> Treasury Ltd entered into a facility agreement dated June 26,<br />

2003, with Anglo <strong>Irish</strong> Bank Corporation <strong>plc</strong>, providing for senior secured borrowings in an aggregate<br />

principal amount of up to £65 million all of which was drawn in July 2003 and £38 million of which<br />

remains outstanding as at 31 December 2008. Effective as of June 2007 the terms of this facility were<br />

amended to extend its maturity to June 2014 and replace all financial covenants with an undertaking to<br />

procure full compliance with the financial covenants of the New Anglo <strong>Irish</strong> Senior Secured Credit<br />

Facility. The facility is secured by a guarantee and debenture creating fixed and floating charges over<br />

the property and other assets of each member of the <strong>Ardagh</strong> <strong>Glass</strong> (UK) Ltd sub-Group and <strong>Ardagh</strong><br />

Treasury Ltd. Interest charges are based on LIBOR plus a margin.<br />

F-43

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