ardagh group s.a.

CERTAIN OTHER COMPANY PARTIES

THE SHAREHOLDER

and

1.       In respect of the Existing SSNs, if either:

a.       the SSN 90% Condition is satisfied in respect of each Existing SSN Indenture on or prior to the Expiration Time; or

b.       the SSN 90% Condition is not satisfied in respect of any Existing SSN Indenture, but the SSN 75% Condition is satisfied in respect thereof and the Company implements the exchange offer of the Existing SSNs by way of a Scheme (the “SSN Scheme”) which is successfully implemented,

then each holder of any Existing SSNs will be entitled to receive new second lien takeback paper issued by the Company and/or one or more of its subsidiaries (the “Exchange Notes Issuers”) (“Exchange SSNs”) in the following proportions (where the SSN Threshold has been fully satisfied on or prior to the Expiration Time):

(i)       each Consenting SSN Holder who signs up or accedes to the TSA on or before the 10^th Business Day from the Agreement Effective Date (or any other date as may be extended or modified by the Company, Sponsor, Shareholder, Required SSN Group Members and Required SUN Group Members, the “Early Consent Time”) will exchange their Existing SSNs at par into new Exchange SSNs (or otherwise amend and restate such Existing SSN Indenture to achieve the same); or

(ii)       each (x) other Consenting SSN Holder who signs up or accedes to the TSA after the Early Consent Time, or (y) non-Consenting SSN Holders will each exchange into $800 in principal amount of Exchange SSNs for each $1,000 in principal amount of Existing SSNs (or otherwise amend and restate such Existing SSN Indenture to achieve the same).

2.       In respect of the Existing SUNs, if either:

a.       the SUN 90% Condition is satisfied in respect of each Existing SUN Indenture on or prior to the Expiration Time; or

b.       the SUN 75% Condition is satisfied on or prior to the Expiration Time and equitization of the Existing SUNs is implemented by way of a Scheme (the “SUN Scheme”) which is successfully implemented,

then each holder of any Existing SUNs will be entitled to receive, by a transfer or exchange (or equivalent transaction) of all of that holder’s Existing SUNs for their allocation of equity interests in Yeoman Capital S.A. (“Yeoman”) or another entity to be determined in the Tax Structuring Paper and the Implementation Steps Plan (“EquityCo” and the equity interests thereof “EquityCo Shares”) in the following proportions:

(i)       each Consenting SUN Holder and non-Consenting SUN Holder will receive their pro rata portion of 70% of the 92.5% allocation of EquityCo Shares;

(ii)       in addition to the allocation in (i) above, each Consenting SUN Holder who signs up or accedes to the TSA on or before the Early Consent Time will also receive their pro rata share of 30% of the 92.5% allocation of EquityCo Shares,

provided that any EquityCo Shares of Non-Eligible Holders will be held directly by a holding period trustee (or such other temporary holding structure or equivalent) to be agreed between the Required SUN Group Members and the Company.

3.     In respect of the Existing PIK Notes, if either:

a.       the PIK 90% Condition is satisfied in respect of the Existing PIK Indenture on or prior to the Expiration Time; or

b.       the PIK 75% Condition is satisfied on or prior to the Expiration Time and the PIK Equitization is implemented by way of a Scheme (the “PIK Scheme”) which is successfully implemented,

then each holder of any Existing PIK Notes will be entitled to receive, by a transfer or exchange (or equivalent transaction) of all of that holder’s Existing PIK Notes for their allocation of EquityCo Shares in the following proportions:

(i)       each Consenting PIK Holder and non-Consenting PIK Holder will receive their pro rata portion of 70% of the 7.5% allocation of EquityCo Shares; and

(ii)       in addition to the allocation in (i) above, each Consenting PIK Holder who signs up or accedes to the TSA on or before the Early Consent Time will also receive their pro rata share of 30% of the 7.5% allocation of EquityCo Shares,

provided that any EquityCo Shares of Non-Eligible Holders will be held directly by a holding period trustee (or such other temporary holding structure or equivalent) to be agreed between the Required SUN Group Members and the Company.

The entitlements in paragraphs 1(i), 2(ii) and 3(ii) are collectively referred to as the “Early Consent Consideration”.

It is intended that the Recapitalization Transaction will be primarily implemented by way of certain consent solicitations and/or one or more exchange offers described in this Term Sheet, which in each case will be structured and implemented in accordance with the Tax Structuring Paper and the Implementation Steps Plan. The Recapitalization Transaction may also be implemented by a one or more combined consent solicitation and exchange offers.

The Company and the Consenting Noteholders shall consult in good faith regarding the appropriate timeline and sequencing of the consent solicitations and exchange offer(s) having regard to all relevant factors including the efficient implementation of the Recapitalization Transaction.

Ardagh Packaging Finance Plc and Ardagh Holdings USA Inc. (each in their capacities as issuers of the Existing SSNs and Existing SUNs (the “Existing Issuers”), the Exchange Notes Issuers in their capacities as issuers of new Exchange SSNs and ARD Finance S.A. (in its capacity as issuer of the Existing PIK Notes, the “PIK Issuer”) intend to take some or all of the following steps:

(i)       make offers to all Eligible Holders to exchange all of their outstanding Existing SSNs into second lien takeback paper issued by the Exchange Notes Issuers (“Exchange SSNs”) in each case at the ratios set forth below (the “SSN Exchange Offer”); and

(ii)       solicit consents from all Eligible Holders of the Existing SSNs, Existing SUNs and Existing PIK Notes, as applicable (the “Consent Solicitations”) to:

(a)       amend the Existing SSN Indentures and Existing SSNs as set out herein (the “SSN Amendments”) (the “SSN Consent Solicitation”);

(b)       amend the Existing SUN Indentures and Existing SUNs as set out herein, including to facilitate the exchange, mandatory transfer, contribution or any other step that has a substantially similar effect on all of the outstanding Existing SUNs for 92.5% of the EquityCo Shares (the “SUN Consent Solicitation”), in each case at the ratios set forth below; and

(c)       amend the Existing PIK Indenture and Existing PIK Notes as set out herein, including to facilitate the exchange, mandatory transfer, contribution or any other step that has a substantially similar effect on all of the outstanding Existing PIK Notes for 7.5% of the EquityCo Shares (the “PIK Consent Solicitation”) in each case at the ratios set forth below,

(collectively, the “Proposed 90% Amendments”);

it being noted that, the Required SUN Group Members may elect that the SUN Consent Solicitation and/or the PIK Consent Solicitation may be supplemented or replaced by one or more exchange offers to all Eligible Holders to exchange all of their outstanding Existing SUNs and/or PIK Notes into EquityCo Shares in each case at the ratios set forth below; and/or

(iii)       as part of the Consent Solicitations, solicit consents to the Proposed 50% Amendments (as defined below) in relation to the Existing SSNs, Existing SUNs and Existing PIK Notes (as applicable) to the extent that in each case only the SSN 75% Alternative Condition, SUN 75% Alternative Condition or PIK 75% Alternative Condition is satisfied.

The Consent Solicitations and SSN Exchange Offer are described in more detail in Section C below.

The subscription price and relevant values for the EquityCo Shares shall be determined by reference to the Tax Structuring Paper and the Implementation Steps Plan.

In respect of the SSN Exchange Offer and SSN Consent Solicitation:

“SSN 90% Condition” shall mean:

(i) in respect of the Existing 2019 SSN Indenture, participation by Existing SSN Holders under the Existing 2019 SSN Indenture of not less than 90% of the then outstanding principal amount of the Existing SSNs under the Existing 2019 SSN Indenture, calculated in accordance with the Existing 2019 SSN Indenture, in the SSN Exchange Offer and SSN Consent Solicitation; and

(ii) in respect of the Existing 2020 SSN Indenture, participation by Existing SSN Holders under the Existing 2020 SSN Indenture of not less than 90% of the then outstanding principal amount of the Existing SSNs under the Existing 2020 SSN Indenture, calculated in accordance with the Existing 2020 SSN Indenture, in the SSN Exchange Offer and SSN Consent Solicitation.

“SSN 75% Alternative Condition” shall mean:

(i) in respect of the Existing 2019 SSN Indenture, (x) the SSN 90% Condition not being satisfied and (y) participation by Existing SSN Holders under the Existing 2019 SSN Indenture of not less than 75% (but not 90% or more) of the then outstanding principal amount of the Existing 2019 SSN Indenture, calculated in accordance with the Existing 2019 SSN Indenture and SSN Consent Solicitation; and

(ii) in respect of the Existing 2020 SSN Indenture, (x) the SSN 90% Condition not being satisfied and (y) participation by Existing SSN Holders under the Existing 2020 SSN of not less than 75% (but not 90% or more) of the then outstanding principal amount of the Existing 2020 SSN Indenture, calculated in accordance with the Existing 2020 SSN Indenture and/or SSN Consent Solicitation.

In respect of the SUN Consent Solicitation:

“SUN 90% Condition” shall mean:

(i) in respect of the Existing 2017 SUN Indenture, participation by Existing SUN Holders under the Existing 2017 SUN Indenture of not less than 90% of the then outstanding principal amount of the Existing SUNs under the Existing 2017 SUN Indenture, calculated in accordance with the Existing 2017 SUN Indenture and/or SUN Consent Solicitation;

(ii) in respect of the Existing 2019 SUN Indenture, participation by Existing SUN Holders under the Existing 2019 SUN Indenture of not less than 90% of the then outstanding principal amount of the Existing SUNs under the Existing 2019 SUN Indenture, calculated in accordance with the Existing 2019 SUN Indenture and/or SUN Consent Solicitation; and

(iii) in respect of the Existing 2020 SUN Indenture, participation by Existing SUN Holders under the Existing 2020 SUN Indenture of not less than 90% of the then outstanding principal amount of the Existing SUNs under the Existing 2020 SUN Indenture, calculated in accordance with the Existing 2020 SUN Indenture and/or SUN Consent Solicitation.

“SUN 75% Alternative Condition” shall mean (x) the SUN 90% Condition not being satisfied and (y) participation by Existing SUN Holders under the Existing 2017 SUN Indenture, Existing 2019 SUN Indenture and Existing 2020 SUN Indenture of not less than 75% in aggregate of the then outstanding principal amount under the Existing 2017 SUN Indenture, Existing 2019 SUN Indenture and Existing 2020 SUN Indenture in aggregate, calculated in accordance with the relevant indentures.

In respect of the PIK Consent Solicitation:

“PIK 90% Condition” shall mean participation by Existing PIK Notes under the Existing PIK Indenture of not less than 90% of the then outstanding principal amount of the Existing PIK Notes under the Existing PIK Indenture, calculated in accordance with the Existing PIK Indenture, in the PIK Consent Solicitation.

“PIK 75% Alternative Condition” shall mean (x) the PIK 90% Condition not being satisfied and (y) participation by Existing PIK Notes under the Existing PIK Indenture of not less than 75% of the then outstanding principal amount of the Existing PIK Notes under the Existing PIK Indenture, calculated in accordance with the Existing PIK Indenture.

The SSN 90% Condition, SUN 90% Condition and PIK 90% Condition, in each case satisfied on or prior the Expiration Time, are collectively referred to as the “Consensual Conditions”), and the implementation of the Recapitalization Transaction pursuant to the SSN Exchange Offer and Consent Solicitations (as may be supplemented or replaced by one or more exchange offers) following satisfaction of the Consensual Conditions is referred to as the “Consensual Process”).

Where, in respect of the SUN 90% Condition, SUN 75% Alternative Condition PIK 90% Condition and PIK 75% Alternative Condition, “participation” may mean the giving of a consent of the tendering of Existing SUNs or Existing PIK Notes as the context requires.

$1,500m of first lien new money debt by the New 1L Notes Issuers (as defined in Part B) (the “New 1L Notes Issuers”, and such debt, the “New Money Debt”) shall be provided by the New Money Debt lenders to the New 1L Notes Issuers and shall be applied towards (i) the full and final discharge of the facility provided pursuant to the credit agreement between, among others, AIHS as borrower and Apollo Administrative Agency LLC as administrative agent and security agent, originally dated April 15, 2024 and as amended or amended and restated from time to time including on June 13, 2024 (the “Existing AIHS Facility”), plus any accrued and unpaid interest thereon and premium payable with respect thereto (in addition to any other amounts due and owing thereunder), (ii) the Acquisition Payment, and (iii) general corporate purposes.

The application of proceeds for the New Money Debt for purposes of the Acquisition Payment shall be subject to the steps set out in the Tax Structuring Paper and the Implementation Steps Plan.

All members of the SSN Group and SUN Group shall be provided with an opportunity to participate in the New Money Debt on the terms set forth in the debt commitment letter to be entered into in connection with the New Money Debt on or around the date of this TSA between the Company and the Commitment Parties as defined therein (the “New Money Commitment Letter”).

The New Money Debt shall be fully backstopped by certain members of the SUN Group (the “SUN Steerco Group”) and certain members of the SSN Group (the “SSN Steerco Group”), pursuant to the New Money Commitment Letter and with backstop allocations to be determined in accordance therewith (the “New Money Backstop Allocations”). Any participations in the New Money Debt not taken up by members of the SUN Group that are not part of the SUN Steerco Group and/or by members of the SSN Group that are not part of the SSN Steerco Group will be provided by members of the SUN Steerco Group and/or the SSN Steerco Group in accordance with the New Money Backstop Allocations and the terms of the New Money Commitment Letter. In return for backstopping the New Money, the SUN Steerco Group and the SSN Steerco Group shall receive a backstop fee in an amount equal to 4% of the principal amount of the New Money Debt, which will be payable in kind (the “New Money Backstop Fee”), in each case, pursuant to and subject to the terms of the New Money Commitment Letter.

The applicable Definitive Document(s) pertaining to the New Money Debt shall provide that the New 1L Notes Issuers shall (or shall facilitate) the application of (or equivalent) proceeds of the New Money Debt as required towards the repayment in full of the Existing AIHS Facility, including any accrued and unpaid interest thereon and premium payable with respect thereto (in addition to any other amounts due and owing thereunder).

If:

(a)       following the date set out in Section 4.1(b) of the TSA (as may be extended or modified by the Company, Sponsor, Shareholder, Required SSN Group Members and Required SUN Group Members) (the “Milestone Date”), the SSN Threshold has not been satisfied but the Exchange and Tabulation Agent confirms to the Company (or the Company Advisors) that Consenting SSN Holders of not less than 75% (but not 90% or more) of the then outstanding principal amount under each of the Existing 2019 SSN Indenture and Existing 2020 SSN Indenture respectively, have signed up to or acceded to the TSA; and

(b)       the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor, having consulted in good faith and acting reasonably determine that there is a reasonable chance that the SSN 90% Condition would not be met;

then the Existing Issuers (or another direct or indirect subsidiary of the Company) (the “SSN Scheme Company”) will effect the SSN Exchange Offer and SSN Consent Solicitation by way of a SSN Scheme, with the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor consulting in good faith and acting reasonably to agree the appropriate implementation steps and timeline for implementation of the SSN Scheme, including the launch of any SSN Scheme and the preparation of drafts of documents required for the SSN Scheme, including without limitation the practice statement letter, the explanatory statement and the scheme document (collectively, the “SSN Scheme Documents”).

For avoidance of doubt, notwithstanding the determination by the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor to progress preparations for the SSN Scheme, nothing in this Term Sheet shall restrict any Company Party to progress satisfaction of the SSN Threshold and, if such Milestone is reached, implement the SSN Exchange Offer and Consent Solicitation pursuant to the SSN 90% Condition or by using an alternative implementation route determined as part of the Alternative Implementation Planning set out below.

If the SUN 75% Alternative Condition is satisfied at the Expiration Time, then the Existing Issuers (or another direct or indirect subsidiary of the Company incorporated in England subject to the prior consent of the Required SUN Group Members) (the “SUN Scheme Company”) will effect the SUN Consent Solicitation by way of a SUN Scheme, with the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor consulting in good faith and acting reasonably to agree the appropriate implementation steps and timeline for implementation of the SUN Scheme, including the launch of any SUN Scheme and the preparation of drafts of documents required for the SUN Scheme, including without limitation the practice statement letter, the explanatory statement and the scheme document (collectively, the “SUN Scheme Documents”).

For avoidance of doubt, notwithstanding the determination by the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor to progress preparations for the SUN Scheme, nothing in this Term Sheet shall restrict any Company Party to progress satisfaction of the SUN Threshold and, if such Milestone is reached, implement the SUN Consent Solicitation pursuant to the SUN 90% Condition or by using an alternative implementation route determined as part of the Alternative Implementation Planning set out below.

If the PIK 75% Alternative Condition is satisfied at the Expiration Time, then the PIK Issuer (or another direct or indirect subsidiary of the Company) (the “PIK Scheme Company”) will effect the PIK Consent Solicitation by way of a PIK Scheme, with the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor consulting in good faith and acting reasonably to agree the appropriate implementation steps and timeline for implementation of the PIK Scheme, including the launch of any PIK Scheme and the preparation of drafts of documents required for the PIK Scheme, including without limitation the practice statement letter, the explanatory statement and the scheme document (collectively, the “PIK Scheme Documents” and together with the SSN Scheme Documents and the SUN Scheme Documents, collectively, the “Scheme Documents”).

For avoidance of doubt, notwithstanding the determination by the Company, Required SSN Group Members, Required SUN Group Members and the Sponsor to progress preparations for the SSN Scheme, nothing in this Term Sheet shall restrict any Company Party to progress satisfaction of the PIK Threshold and, if such Milestone is reached, implement the PIK Consent Solicitation pursuant to the PIK 90% Condition or by using an alternative implementation route determined as part of the Alternative Implementation Planning set out below.

The Company shall pay the invoiced and outstanding fees, costs and expenses of any legal, tax, accounting and other professional advisers to each member of the RemainCo Group (as defined below) and the PIK Scheme Company for any advice in connection with the PIK Scheme and any other fees, costs and expenses required to be paid to fully and finally implement the PIK Scheme, in each case, to the extent invoiced and incurred on or prior to the consummation of such PIK Scheme.

Following the Closing Date, the RemainCo Group intends to initiate the liquidation and/or winding up of each member of the RemainCo Group, (the “RemainCo Wind-Down”).

The Company, Shareholder, the RemainCo Group, Required SSN Group Members, Required SUN Group Members shall mutually agree upon the steps, structure and process, wind-down budget and responsibility with respect to the RemainCo Wind-Down, including but not limited to the manner and party to pay: (i) any fees, costs and expenses of any legal, tax, accounting and other professional advisers to the RemainCo Group for advice in connection with the RemainCo Wind-Down; and (ii) all professional fees, costs, disbursements and expenses incurred by the RemainCo Group, the Sponsor, the Shareholder and any of their Affiliates in relation to Relevant Litigation, to the extent not covered by the insurance policy referred to below. In connection with the RemainCo Wind-Down, mutual releases will be entered into in respect of any intercompany liabilities, guarantees or other obligation howsoever described owed between (x) the RemainCo Group and (y) AGSA and its direct and indirect subsidiaries following the sale of Yeoman.

The Company shall in good faith work together with ARD Holdings S.A. and its direct and indirect subsidiaries, including ARD Group Finance Holdings S.A., ARD Finance S.A. , Alto Investments SARL, Avenir Investments SARL, ARD Investments SARL and ARD Securities Finance SARL), but (for the avoidance of doubt) excluding the Company and its subsidiaries (the “RemainCo Group”) and shall use commercially reasonable endeavours to procure that a directors’ and officers’ liability insurance policy is in place on the Closing Date and is maintained which (to the extent it can be brokered):

(i)       is consistent with or no less comprehensive than that currently maintained by the Group;

(ii)       is for the benefit of any director and/or officer (or equivalent) whether current or former) of any member of the RemainCo Group (the “Covered Persons”);

(iii)       covers all steps, actions and/or other decisions by any Covered Persons relating to the Recapitalization Transaction and the Solvent Wind-Down;

(iv)       has an extended reporting / “run-off” period lasting for a period of at least six years; and

(v)       comes into force and is in force on the Closing Date.

The Tax Structuring Paper shall be addressed to the Company, with the Company, any of the Company’s direct or indirect subsidiaries (to the extent required), PIK Issuer, SSN Group, SUN Group, the Sponsor and Shareholder having reliance on the Tax Structuring Paper at the Closing Date on terms to be agreed with KPMG. In the case of the SSN Group, SUN Group, Sponsor and Shareholder, receipt of the Tax Structuring Paper and reliance thereon shall only be limited to extract(s) of any section(s) of the Tax Structuring Paper relating to or potentially affecting the rights or obligations of the SSN Group, SUN Group, Sponsor and Shareholder respectively.

The Tax Structuring Paper shall be in a form and substance reasonably acceptable (each party acting in good faith) to (i) the Company, (ii) the Required SUN Group Members; (iii) the Required SSN Group Members; and (iv) the Sponsor in accordance with Section 3.2 of the TSA.

Other Consenting Noteholders that are not in the SSN Group or SUN Group may receive, on a non-reliance basis upon request and subject to completion of any hold harmless requirements as may be requested by KPMG, extract(s) of any section(s) of the agreed form Tax Structuring Paper relating to or potentially affecting the rights or obligations of such Consenting Noteholders.

The Recapitalization Transaction shall be structured in a tax efficient manner, taking into account the tax considerations of the Parties and shall be reasonably acceptable to the Company Parties, the Required SSN Group Members, the Required SUN Group Members, and the Sponsor in accordance with Section 3.2 of the TSA.

SSN Consent Solicitation and SSN Exchange Offer

Subject to the Tax Structuring Paper, the Implementation Steps Plan and the Valuation Report, the Exchange Notes Issuers will offer each Eligible Holder of Existing SSNs the right to exchange all Existing SSNs held by such Eligible Holder for Exchange SSNs, and implement the SSN Consent Solicitation to amend the indentures for the Existing SSNs in accordance with the terms set forth herein, in the TSA, in the Tax Structuring Paper, the Implementation Steps Plan and in the Consent Solicitation Statement (as defined herein). Eligible Holders of Existing SSNs who elect to participate in the SSN Consent Solicitation and SSN Exchange Offer (or, in the context of a SSN Scheme, who vote in favour of the SSN Scheme or who have submitted all relevant documentation as required in the SSN Scheme) are “Eligible Consenting SSN Holders”, with those Eligible Consenting SSN Holders who have signed up or acceded to the TSA on or before the Early Consent Time being the “Early Bird Eligible Consenting SSN Holders”. The Recapitalization Transaction with respect to the Existing SSNs into Exchange SSNs is expected to be implemented through a combined consent solicitation and exchange offer.

Upon satisfaction of (1) the SSN 90% Condition on or prior to the Expiration Time, or (2) if the 90% SSN Condition is not satisfied but (x) the SSN 75% Alternative Condition is satisfied in relation to any of the Existing SSN Indentures, (y) the SSN Scheme Company implements the exchange offer of the Existing SSNs by way of a SSN Scheme and (z) no event that would materially impede the ability of the SSN Scheme Company to consummate the SSN Scheme (including, but not limited to, failure to obtain the relevant voting thresholds at the Scheme Meeting or failure to obtain leave from the court for convening any Scheme Meeting) (a “Scheme Failure Event”) occurs, then on the Settlement Date, subject to the TSA:

·    the Early Bird Eligible Consenting SSN Holders will receive, subject to the applicable Denomination Requirements, $1,000 in principal amount of Exchange SSNs for each $1,000 in principal amount of the applicable series of Existing SSNs that were validly tendered (and not validly withdrawn) as of the Blocking Date;

·    the Early Bird Eligible Consenting SSN Holders will receive, subject to the applicable Denomination Requirements, €1,000 in principal amount of Exchange SSNs for each €1,000 in principal amount of the applicable series of Existing SSNs that were validly tendered (and not validly withdrawn) as of the Blocking Date;

·    all other Eligible Consenting SSN Holders and non-Consenting SSN Holders will receive, subject to the applicable Denomination Requirements, $800 in principal amount of Exchange SSNs for each $1,000 in principal amount of the applicable series of Existing SSNs validly tendered (and not validly withdrawn) as of the Blocking Date;

·    all other Eligible Consenting SSN Holders and non-Consenting SSN Holders will receive, subject to the applicable Denomination Requirements, €800 in principal amount of Exchange SSNs for each €1,000 in principal amount of the applicable series of Existing SSNs validly tendered (and not validly withdrawn) as of the Blocking Date;

·    the amendment of the Existing SSN Indentures and Existing SSNs will be effective, and the Existing Issuers will accept all Existing SSNs validly tendered (and not validly withdrawn) in the SSN Exchange Offer, if all of the Settlement Conditions (as defined herein) are satisfied or waived, and in the Exchange Notes Issuers will issue the Exchange SSNs to the Eligible Consenting SSN Holders (including the Early Bird Eligible Consenting SSN Holders) and any holding period trustee (or such other temporary holding structure to be agreed between the Required SUN Group Members and the Company); and

·    any Existing SSNs that are validly tendered (and not validly withdrawn) and exchanged for Exchange SSNs will be retired and cancelled or otherwise internalized or discharged,

provided that, it is agreed that in the event a SSN Scheme is launched, the Company, Required SSN Group Members and Required SUN Group Members will use all commercially reasonable efforts to determine any adjustments (if required) to the entitlements of Exchange SSNs having regard to all relevant factors including (but not limited to) the efficient implementation of the Recapitalization Transaction and any comparator report(s) sourced in connection with, in relation to or pursuant to a SSN Scheme.

The proposed structures for the equitization of the Existing SUNs described below shall occur in accordance with the Tax Structuring Paper, the Implementation Steps Plan and Luxembourg law and other legal considerations and/or requirements.

This Term Sheet anticipates that the proposal will proceed by way of consent solicitations in relation to the Existing SUN Indentures and the Existing PIK Indenture, however notwithstanding the below, the Required SUN Group Members may elect that the implementation of the SUN Consent Solicitation and the PIK Consent Solicitation be effected through exchange offers and/or a combination of consent solicitations and exchange offers, which implementation shall be reasonably acceptable to the Parties in accordance with Section 3.2 of the TSA.

SUN Consent Solicitation

Subject to the Tax Structuring Paper, the Implementation Steps Plan and the Valuation Report, the Existing Issuers will seek the consent of each holder of Existing SUNs to make amendments to the Existing SUN Indentures to allow for the exchange, mandatory transfer, contribution or other substantially similar transaction of all Existing SUNs to EquityCo, in return for the issuance of EquityCo Shares in accordance with the terms set forth herein, in the TSA, in the Tax Structuring Paper, the Implementation Steps Plan and in the Consent Solicitation Memorandum (as defined herein).

Holders of Existing SUNs who consent in the SUN Consent Solicitation and who have submitted all relevant documentation required to receive the EquityCo Shares are “Eligible Consenting SUN Holders”, with those Eligible Consenting SUN Holders who have signed up or acceded to the TSA prior to the Early Consent Time being the “Early Bird Eligible Consenting SUN Holders”. If the SUN Consent Solicitation is effected through a Scheme which is successful, Eligible Consenting SUN Holders will be those holders of Existing SUNs who have submitted all relevant documentation required to receive the EquityCo Shares.

If (1) the SUN 90% Condition is satisfied on or prior to the Expiration Time, or (2) (x) the SUN 75% Alternative Condition is satisfied on or prior to the Expiration Time, (y) the SUN Scheme Company implements the Consent Solicitation of the Existing SUNs by way of a SUN Scheme and (z) no Scheme Failure Event in respect of the SUN Scheme occurs, then on the Settlement Date, subject to the TSA:

·    EquityCo will acquire all Existing SUNs:

·    EquityCo will issue 27.75% of the EquityCo Shares to the Early Bird Eligible Consenting SUN Holders pro rata to their holdings of Existing SUNs as of the Blocking Date; and

·    EquityCo will issue 64.75% of the EquityCo Shares to (i) all Eligible Consenting SUN Holders (including any Early Bird Eligible Consenting SUN Holders) pro rata to their holdings of Existing SUNs as of the Blocking Date and (ii) the remainder to the holding period trustee (or such other temporary holding structure) to be agreed between the Required SUN Group Members and the Company,

provided that, it is agreed that in the event a SUN Scheme is launched, the Company, Required SSN Group Members and Required SUN Group Members will use all commercially reasonable efforts to determine any adjustments (if required) to the entitlements of EquityCo Shares having regard to all relevant factors including (but not limited to) the efficient implementation of the Recapitalization Transaction and any comparator report(s) sourced in connection with, in relation to or pursuant to a SUN Scheme.

Subject to tax diligence and any legal considerations and/or requirements, EquityCo will immediately thereafter sell, transfer, contribute or otherwise give effect to a substantially similar transaction, all Existing SUNs in return for 100% of equity interests in AGSA (or as otherwise set out in the Tax Structuring Paper and the Implementation Steps Plan).

Subject to the Tax Structuring Paper, the Implementation Steps Plan and Valuation Report, the PIK Issuer will seek the consent of each holder of Existing PIK Notes to make amendments to the Existing PIK Indentures to allow for the exchange, mandatory transfer, contribution or other substantially similar transaction of all Existing PIK Notes to EquityCo, in return for the issuance of EquityCo Shares in accordance with the terms set forth herein, in the TSA, in the Tax Structuring Paper, the Implementation Steps Plan and in the Consent Solicitation Statement (as defined herein).

Holders of Existing PIK Notes who consent in the PIK Consent Solicitation and who have submitted all relevant documentation required to receive the EquityCo Shares are “Eligible Consenting PIK Holders”, with those Eligible Consenting PIK Holders who have signed up or acceded to the TSA prior to the Early Consent Time being the “Early Bird Eligible Consenting PIK Holders”. If the PIK Consent Solicitation is effected through a Scheme which is successful, Eligible Consenting PIK Holders will be those holders of Existing PIK Notes who have submitted all relevant documentation required to receive the EquityCo Shares.

If (1) the PIK 90% Condition is satisfied on or prior to the Expiration Time; or (2) (x) the PIK 75% Alternative Condition is satisfied on or prior to the Expiration Time, (y) the PIK Issuer implements the Consent Solicitation of the Existing PIK Notes by way of a scheme of arrangement under Part 26 of the United Kingdom’s Companies Act 2006 (a “PIK Scheme”) and (z) no Scheme Failure Event in respect of the PIK Scheme occurs, then on the Settlement Date, subject to the TSA:

·    EquityCo will acquire all Existing PIK Notes:

·    EquityCo will issue 2.25% of the EquityCo Shares to the Early Bird Eligible Consenting PIK Holders pro rata to their holdings of Existing PIK Notes as of the Blocking Date; and

·    EquityCo will issue 5.25% of the EquityCo Shares to (i) all Eligible Consenting PIK Holders (including any Early Bird Eligible Consenting PIK Holders) pro rata to their holdings of Existing PIK Notes as of the Blocking Date and (ii) the remainder to the holding period trustee (or such other temporary holding structure to be agreed between the Required SUN Group Members and the Company),

provided that, it is agreed that in the event a PIK Scheme is launched, the Company, Required SSN Group Members and Required SUN Group Members will use all commercially reasonable efforts to determine any adjustments (if required) to the entitlements of EquityCo Shares having regard to all relevant factors including (but not limited to) the efficient implementation of the Recapitalization Transaction and any comparator report(s) sourced in connection with, in relation to or pursuant to a PIK Scheme.

The relevant consent solicitations would include:

·    amending the governing law in Section 12.07 of the applicable Existing SSN Indenture from New York law to English law;

·    amending the jurisdiction provisions in Section 12.08 of each Existing SSN Indenture, Existing SUN Indenture and Existing PIK Indenture (as applicable) such that references to the courts of New York, the laws of the United States of America and service of process in the United States of America instead refer to the courts of England, English law and service of process in England;

·    implement any other amendments that the relevant Scheme Company considers are reasonably necessary or desirable in connection with the relevant Scheme (subject to the approval rights set forth in Section 3 of the TSA); and

·    implement any other amendments that the relevant Scheme Company consider are reasonably necessary or desirable, or as may be reasonably necessary or reasonably requested by any other Party, subject to the approval rights set forth in Section 3 of the TSA to facilitate the implementation and consummation of the Recapitalization Transaction.

The amount of interest due on the first interest payment date in respect of the Exchange SSNs will comprise accrued and unpaid interest in respect of the Exchange SSNs from and including the Settlement Date to the first interest payment date.

Accrued and unpaid interest on Existing SSNs tendered and accepted for exchange in the SSN Exchange Offer shall be paid in cash on the Settlement Date.

Accrued and unpaid interest on Existing SUNs tendered and accepted for exchange in the SUN Consent Solicitation shall be exchanged, contributed, transferred (or any other step that has a substantially similar effect) to EquityCo, in return for the issuance of EquityCo Shares in accordance with the terms set forth herein, in the TSA, in the Tax Structuring Paper, the Implementation Steps Plan and/or in the Consent Solicitation Memorandum.

Proposed 50% Amendments:

In the event that the SSN 75% Alternative Condition is satisfied on or before the Expiration Time, then one or more supplemental indentures to each applicable Existing SSN Indenture to give effect to the Proposed 50% Amendments will be executed and become effective.

The Proposed 50% Amendments in respect of each applicable Existing SSN Indenture will become effective as soon as possible following the Expiration Time.

Proposed 90% Amendments:

In the event that the SSN 90% Condition is satisfied on or before the Expiration Time, one or more supplemental indentures to the Existing SSN Indentures setting forth the Proposed 90% Amendments (the “Proposed SSN 90% Amendments”) will be executed and become effective on the Settlement Date. For the avoidance of doubt, the Proposed SSN 90% Amendments will not come into effect until the Settlement Date, and the Existing SSN Indentures shall remain in full force and effect until the Settlement Date takes place.

Proposed 50% Amendments:

If the SUN 75% Alternative Condition is satisfied on or before the Expiration Time, then one or more supplemental indentures to each applicable Existing SUN Indenture to give effect to the Proposed 50% Amendments will be executed and become effective.

The Proposed 50% Amendments will become effective as soon as possible following the Expiration Time.

Proposed 90% Amendments:

If the SUN 90% Condition is satisfied on or before the Expiration Time, one or more supplemental indentures to the Existing SUN Indenture setting forth the Proposed SUN 90% Amendments (the “Proposed SUN 90% Amendments”) will be executed and become effective on the Settlement Date. For the avoidance of doubt, the Proposed SUN 90% Amendments will not come into effect until the Settlement Date, and the Existing SUN Indentures shall remain in full force and effect until the Settlement Date takes place.

Proposed 50% Amendments:

If the PIK 75% Alternative Condition is satisfied on or before the Expiration Time, then one or more supplemental indentures to the Existing PIK Indenture to give effect to the Proposed 50% Amendments will be executed and become effective.

The Proposed 50% Amendments will become effective as soon as possible following the Expiration Time.

Proposed 90% Amendments:

In the event that the PIK 90% Condition is satisfied on or before the Expiration Time, one or more supplemental indentures to the Existing PIK Indenture setting forth the Proposed 90% Amendments (the “Proposed PIK 90% Amendments”) will be executed and become effective on the Settlement Date. For the avoidance of doubt, the Proposed PIK 90% Amendments will not come into effect until the Settlement Date, and the Existing PIK Indenture shall remain in full force and effect until the Settlement Date takes place.

Participation in the SSN Exchange Offer and Consent Solicitations will only be open to Existing SSN Holders, Existing SUN Holders and Existing PIK Note Holders, as applicable, who are either (A) with respect to U.S. holders, either (i) “qualified institutional buyers” within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or (ii) institutional accredited investors (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D under the U.S. Securities Act), in each case, transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, or (B) both (i) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and (ii) if located in the European Economic Area, are persons other than retail investors, defined as a person who is one (or more) of: (x) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (y) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (z) not a “qualified investor” as defined in Regulation (EU) 2017/1129 or (iii) if located in the United Kingdom, are persons other than retail investors in the United Kingdom, defined as a person who is one (or more) of: (x) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (y) a customer within the meaning of the provisions of the Financial Services an Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (z) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (such Existing SSN Holders, Existing SUN Holders and Existing PIK Note Holders, as applicable, the “Eligible Holders”).

Eligible Holders seeking to participate in the SSN Exchange Offer or Consent Solicitations (as applicable) shall (x) submit a valid electronic instruction notice in compliance with the requirements established by DTC, Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”), as applicable, and (y) comply with such other requirements more fully in the offering memorandum relating to the SSN Exchange Offer and Consent Solicitations (the “Consent Solicitation Memorandum”). Eligible Holders, on submitting their respective electronic instruction notice, agree that their respective Existing Notes will be blocked in the relevant clearing system’s account for a period from the date of submission (the “Blocking Date”).

Electronic instruction notices will be accepted only in minimum denominations of $200,000 / €100,000 / £100,000 and in integral multiples of $1,000 / €1,000 / £1,000 in excess thereof. The Exchange SSNs will only be issued in minimum denominations of $200,000 / €100,000 and in integral multiples of $1 / €1 in excess thereof. The Existing Issuers each reserve the right to reject, round up or round down any electronic instruction notice that would result in an issuance of Exchange SSNs with a principal amount of less than $200,000 / €100,000 or not in integral multiples of $1 / €1 in excess thereof. The requirements of this paragraph are referred to as the “Denomination Requirements”.

A Consenting SSN Holder, Consenting SUN Holder and Consenting PIK Note Holder must consent to the proposed amendments set out in this Term Sheet (the “Proposed Amendments”) as an entirety and may not consent selectively with respect to certain Proposed Amendments, and will be required to participate with all of their Existing SSNs, Existing SUNs and Existing PIK Notes in each of the SSN Exchange Offer and Consent Solicitations (as applicable) and may not participate selectively with respect to only certain Existing Notes.

Consenting SSN Holders will be required to participate in both the SSN Exchange Offer and the SSN Consent Solicitation. It will not be possible to participate in the SSN Exchange Offer and vote against the Proposed Amendments.

It will not be possible to participate in the SUN Consent Solicitation and vote against the Proposed Amendments.

It will not be possible to participate in the PIK Consent Solicitation and vote against the Proposed Amendments.

Consenting SSN Holders who are also Existing SUN Holders and/or Existing PIK Note Holders will be required to participate in each of the SSN Exchange Offer and Consent Solicitations. It will not be possible to participate in just the SSN Exchange Offer and the SSN Consent Solicitation.

Consenting SUN Holders who are also Existing SSN Holders and/or Existing PIK Note Holders will be required to participate in each of the SSN Exchange Offer and Consent Solicitations, as applicable. It will not be possible to participate in just the SUN Consent Solicitation.

Consenting PIK Note Holders who are also Existing SSN Holders and/or Existing SUN Holders will be required to participate in each of the SSN Exchange Offer and Consent Solicitations, as applicable. It will not be possible to participate in just the PIK Consent Solicitation.

The occurrence of the Settlement Date shall be subject to the following conditions:

(i)       if the Transaction is implemented by means of any of the Proposed 90% Amendments, the satisfaction of:

(A)       the SSN 90% Condition;

(B)       the SUN 90% Condition; and

(C)       the PIK 90% Condition; and

(ii)       satisfaction and/or waiver (as applicable) of certain other conditions set out in Section 17.1 (Conditions Precedent to Closing Date) of the TSA (the “Closing Conditions”), which shall include (among other things) delivery of the Tax Structuring Paper, the Implementation Steps Plan and Valuation Report (such day being the “CP Satisfaction Date”).

The Company shall appoint a holding period trustee (or such other temporary holding structure) to be agreed between the Required SUN Group Members and the Company to hold any entitlements of the EquityCo Shares on behalf of holders of the Existing SUNs and/or Existing PIK Notes who have not satisfied all conditions required to accept their allocations of equity allocations of EquityCo Shares (the “Non-Eligible Holders”, with such unclaimed instruments being the “Trust Property”).

The Trust Property will be held in a holding period trust by the holding period trustee for a period of 12 months (or as otherwise agreed between the Company and Required SUN Group Members) following the Closing Date (the “Holding Trust Period”).

The EquityCo Shares (or sale proceeds) are held for the benefit of the Non-Eligible Holders.

Non-Eligible Holders can pick up their share entitlements from the HPT at any point within 12 months post-close, provided they satisfy (broadly) the same requirements as the day-1 Eligible Holders. They can also instruct the sale of their entitlement.

At the end of the Holding Trust Period, the trustee will have 30 days to try and sell the remaining shares (and any proceeds). If they fail to do so, the residual shares (or proceeds) are returned to EquityCo and cancelled (or as otherwise set out in the Tax Structuring Paper and the Implementation Steps Plan).

Voting rights on the shares whilst in the trust will only be exercised if all of the beneficiaries instruct the trustee to vote.

Same as the guarantors of the Existing SSNs, plus AIHS and AIS, and any other entities otherwise mutually agreed between the Company and the Required Commitment Parties (including those contemplated by the agreed grid relating to the New 1L Notes (as defined below) attached hereto as Appendix 1 (the “Covenant Grid”)).

The granting of guarantees and security will be subject to local law considerations and agreed security principles consistent with the Existing SSN Indentures, except as modified by: (a) this Term Sheet (including the Covenant Grid); and (b) solely with respect to matters identified in the Covenant Grid to be further discussed by the Company and the Required Commitment Parties or their respective advisors, as may be mutually agreed between the Company and the Required Commitment Parties or their respective advisors (the “Agreed Security Principles”).

50% of the New 1L Notes shall be backstopped by SUN Group Commitment Parties in accordance with the New Money Commitment Letter and offered to all of the members of the SUN Group, in each case that accede to the TSA and participate in the Recapitalization Transaction.

50% of the New 1L Notes shall be backstopped by the SSN Group Commitment Parties in accordance with the New Money Commitment Letter and offered to all members of the SSN Group, in each case that accede to the TSA and participate in the Recapitalization Transaction.

The Commitment Parties shall be entitled to a non-refundable Debt Backstop Premium on the terms set forth in the New Money Commitment Letter.

For the Company and its subsidiaries (including AIHS and AIS) to:

·     pay the fees, costs, and expenses of the SSN Group Advisors and SUN Group Advisors in accordance with the TSA;

·       pay off and terminate the Existing Apollo/AIHS Debt Facility; and

·       use for general corporate purposes.

Consistent with Existing SSN Indentures, except as otherwise set forth herein or as mutually agreed by the Required Commitment Parties and the Company.

Prior to the third anniversary of the Closing Date: The New 1L Notes Issuers may redeem the New 1L Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of such New 1L Notes plus an applicable redemption premium equal to: (i) 4.75% of the principal amount of such New 1L Notes (with no discounting of such amount) plus (ii) the present value of all interest and Additional Amounts, if any, that would accrue from, and including, the redemption date through, but excluding, the date that is the third anniversary of the Closing Date, plus all accrued and unpaid interest and Additional Amounts (as defined in the Existing SSN Indenture), if any, to, but excluding, the redemption date.

Thereafter, outstanding New 1L Notes may be redeemed in whole or in part at a redemption price of:

Commencing on and from the date that is the third anniversary of the Closing Date but prior to the date that is the fourth anniversary of the Closing Date: 104.75% of the principal amount of such New 1L Notes plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the redemption date.

Commencing on and from the date that is the fourth anniversary of the Closing Date: Par, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the redemption date.

(each, the “Call Protection Premium”).

The applicable Call Protection Premium shall be payable upon optional redemption (or voluntary prepayments), change of control, or acceleration for any reason (including any acceleration upon any bankruptcy).

Subject to applicable law, material contract restrictions existing on the Closing Date, the Agreed Security Principles and where the security would create a material tax liability (as agreed by SSN Group Advisors and the SUN Group Advisors), the New 1L Notes shall be secured by a first lien on substantially all assets of the New 1L Notes Issuers and the Guarantors (subject to the immediately following paragraph, other than the assets that secure the facilities provided under the ABL), including a pledge of 100% of the equity interests in AMPSA held by the New 1L Notes Issuers and the Guarantors and, subject to and upon receipt of the applicable Required Third-Party Consents, 100% of the equity interests indirectly held by the Company in Glass Africa and Trivium (whether held directly or indirectly via an intermediate non-guarantor holding subsidiary that directly holds the equity interests), in each case within 60 days of the Closing Date; provided that the New 1L Notes shall be secured by perfected liens on such collateral located in the United States, the United Kingdom, Germany, Luxembourg (including AMPSA equity interests held by the Company or its subsidiaries), and Ireland, excluding in each case, any real estate mortgages, by no later than the Closing Date.

The Company shall (i) use commercially reasonable efforts (a) to obtain any necessary consent under the relevant ABL credit agreement and related loan and security documents to grant a second lien on the ABL collateral within 120 days of the Closing Date and (b) regardless of whether such consent is obtained with respect to the ABL credit facility outstanding on the Closing Date, to provide that any refinancing or replacement of such facility permits the granting of a second lien on the collateral securing such refinancing or replacement facility in favor of the New 1L Notes, (ii) grant a second lien on the collateral securing the ABL credit facility outstanding on the Closing Date as soon as commercially practicable in the event, and following, any restrictions under the relevant ABL credit agreement and related loan and security documents on granting a second lien on the ABL collateral no longer restrict such grant, and (iii) grant a first lien on any assets pledged as ABL collateral that become unencumbered, including in the event of termination of the ABL credit agreement not in connection with a refinancing or replacement of the ABL credit facility.

The granting of guarantees and security will be subject to local law considerations and the Agreed Security Principles.

Notwithstanding anything herein to the contrary, a perfected share pledge by the Company of 100% of the equity of Ardagh Glass Packaging Group Sarl or over any other entity (including any holding company of the Company) as may be agreed by the Company and the Required Commitment Parties (acting reasonably), that allows for a single point of enforcement, will be granted and perfected as of the Closing Date under Luxembourg law. The documentation governing the New 1L Notes shall include a customary holding company covenant with respect to the pledgor of such equity preventing it from holding material assets other than the equity interests of its subsidiaries (and Trivium, if applicable), accruing material liabilities (other than the New 1L Notes, the Exchange SSNs, and other indebtedness permitted to be incurred in accordance with the Definitive Documents) or conducting business other than activities incidental to such ownership.

$100M of additional 1L debt, with no ratio prong, subject to:

·    50 bps pricing MFN

·    Call protection MFN

·    Covenant/documentation MFN

·  If provided by an affiliate, 100% ROFR offered to all 1L holders

·    No liens on non-collateral and no obligors that are not obligors under the 1L notes

·  Consent threshold to be in accordance with row 77⁴.

$500M existing ABL basket.

Intercompany debt owed by the Issuer or any Guarantor to any non-Guarantor Restricted Subsidiary to be subordinated in right of payment and unsecured.

Supermajority Holder vote (sacred right) to amend/waive.

Guarantees of Parent Guarantor to be subordinated in right of payment and unsecured, other than with respect to debt permitted to be pari / senior by the indenture (e.g., 1L / 2L).

Supermajority Holder vote (sacred right) to amend/waive.

$100M (no grower), which may be pari with 2L, unsecured, or secured junior to 2L. If pari with 2L, no additional obligors or collateral that 1L and 2L notes do not benefit from.

Incurrence by non-Guarantors not permitted.

Unlimited junior secured debt or unsecured debt only, subject to satisfying Opening TNLR MINUS 1x. May not be incurred at non-obligors.

Financial definitions subject to negotiation.

$50 million (no grower)

Must be unsecured.

$400 million (no grower); non-recourse other than to the applicable receivables subsidiaries (subject to customary exceptions for receivables financing).

Parameters for any recourse financing identified as necessary by the Issuer in good faith to be discussed and negotiated in good faith (with any changes subject to mutual agreement) prior to Issue Date.

Reference to Contribution Debt basket to be removed.

Refinancing Debt cannot (i) be secured by collateral that doesn’t secure the refinanced Debt, (ii) be secured with a greater Lien or payment priority than the refinanced Debt and (iii) have borrowers or guarantors that did not incur or guarantee the refinanced Debt.

$25 million (no grower)

Limited to acquired debt not incurred in contemplation of acquisition.

Can only be unsecured or secured with junior liens (3L or lower priority).

Debt incurred pursuant to the 1L New Money Notes and the 2L Exchange Notes

Unlimited liens on Collateral subject to 3.50x Consolidated Secured Debt Leverage Ratio or “no worse”, for certain baskets.

Unlimited liens on Collateral for debt incurred under certain other baskets.

PCLs (pari with 1L) for debt described in row 1 as being pari 1L.

No PCLs securing (i) non-Guarantor debt, (ii) Permitted Joint Ventures basket, (iii) intercompany debt or (iv) Contribution debt basket.

PCLs on local lines/overdraft working capital must be junior to liens securing 1L and 2L notes (with appropriate parameters to be agreed to extent South African entities are guarantors or provide collateral for benefit of 1L Notes or 2L Notes).

PCLs securing CLO/PMOs limited to assets financed (to extent constituting Collateral for the 1L notes or 2L notes).

PCLs securing acquisition debt to be 3L or lower per row 12.

PCL securing ratio debt incurred per row 8 to be junior to liens securing 1L notes and 2L notes.

PCL securing general debt basket must be subordinated to the liens securing the 1L SSNs (and may be junior to or pari with the 2L SSNs) and limited to general liens basket.

For the avoidance of doubt, PCLs permitted for all Refi Debt (only to extent refinanced debt was secured by PCL of same or greater priority and subject to conditions for Refinancing Debt above) and all other technical liens. For the avoidance of doubt, no leverage governors applicable to any of the liens described in this row 22 other than liens securing ratio debt per row 8.

Liens securing the 1L1O New Money Notes and the 1L2O Exchange Notes

$25 million (no grower); may not be used for distributions or payments to new equity holders or any related parties thereof.

2L debt can be refinanced (pro rata) subject to Refinancing Debt having same or lower priority and other permitted refinancing constraints.

In addition to the above, unlimited basket for redemption / repurchase (pro rata) of 2L notes subject to pro forma compliance with Net First Lien Leverage Ratio 0.5x below Issue Date level.

Financial definitions subject to negotiation.

For investments by obligors in non-obligors, limited to Investments in form of cash permitted to extent made in good faith for bona fide cash management purposes in the ordinary course of business.

Parties to discuss additional cash investment capacity between TSA signing and closing in light of company’s operational needs and negotiate in good faith based on diligence / projections to be provided by Company as necessary. Any modification to be mutually agreed.

Must be scheduled if greater than $5 million.

Carveout limited to existing Investments – not committed or identified Investments.

General Investments (“Permitted Investments” clause (n))

$15.0 million (no grower)

$25.0 million (no grower)

75% (but 100% for dispositions of AMP group equity with no deemed cash consideration).

Generally, cancellation or assumption of debt is not deemed to be cash consideration.

Excess Proceeds Offer threshold

(§4.09(c))

$25 million (no grower)

Asset sale offer prices:

·  101.5% of par plus accrued interest for 1L notes

·   Par plus accrued interest for 2L notes.

(i) Limit to investment in Replacement Assets, which, for the avoidance of doubt, includes all capital expenditures (including, without limitation, for maintenance), redemption of 1L Notes (or 2L Notes if 1L Notes no longer outstanding or after 1L is offered) or tender for notes pro rata at 101.5% of par plus accrued interest for 1L Notes and 100% of par plus accrued interest for 2L Notes; provided that asset sales at non-guarantors permitted to repay non-guarantor debt; asset sales of ABL collateral permitted to repay ABL (and not required to be swept to 1L/2L); with respect to other assets, ability to ratably pay other pari passu debt (e.g., using credit facilities / general debt basket) to the extent pari passu with 1L Notes or 2L Notes as applicable in accordance with PCLs.

(ii) Replacement Assets must be acquired during the Reinvestment Period and cannot be working capital, cash or cash equivalents or intercompany investments.

(iii) Any assets purchased with the proceeds from the sale of Collateral must be pledged to the SSNs on the same basis subject to the Agreed Security Principles, and if such pledge cannot be granted on account of the Agreed Security Principles, be held by an obligor.

For the avoidance of doubt, subject to the Preferred Stock Redemption Exception set forth below, among other things, no ability to use proceeds for (x) except as set forth in clause (i) above, ABL or other debt paydown (other than 1L and 2L notes or as otherwise specified above with respect to assets of a non-guarantor or ABL collateral) (y) to fund opex, working capital, dividends, to acquire equity, for debt service, or repayment/repurchase of any indebtedness, and/or (z) except as set forth above, for any other purpose other than to acquire Replacement Assets.

For avoidance of doubt, under the 1L documents, repayment or repurchase of 2L notes is not a permitted reinvestment of Asset Sale proceeds.

Reinvestment Period

(§4.09(b))

AMP Distributions/Dividends. Asset sale provisions do not apply to ordinary dividends (to be defined in a mutually agreed manner); as to extraordinary dividends, treated as an asset sale (with reinvestment rights described herein); if no permitted reinvestment occurs then subject to asset sale offer under regular asset sale rules.

·  If dividends or distributions are made in connection with or related to issuance of debt at AMP group, required tender offer at 101.5 (plus accrued interest) for 1L and par plus accrued interest for 2L with proceeds of such dividend or distribution; flows through waterfall (1L offered first, 2L after);

·   Noteholders may decline offer

Dispositions/Redemptions/Buybacks of AMP Common Equity. Required tender offer at 101.5% of par (plus accrued interest) for 1L and at par (plus accrued interest) for 2L; flows through waterfall (1L offered first, 2L after) with no reinvestment rights.

·   Noteholders may decline offer

Dispositions/Redemptions/Buybacks of AMP Preferred Equity. The AMP Preferred Equity held by the Company or any subsidiary may be redeemed, sold or otherwise disposed of at the redemption price (not to be less than the liquidation preference thereof) or fair market value (determination of fair market value to be mutually agreed in definitive documentation). $200M of the proceeds from the AMP Preferred Equity sale or redemption or other disposition may be reinvested pursuant to the reinvestment rights described herein so long as the trough liquidity for the three-month period following the sale or redemption or other disposition (without giving effect to the receipt of any proceeds from such sale or redemption or other disposition) projected by the Company in good faith is no greater than $400M; if no permitted reinvestment occurs then subject to asset sale offer under regular asset sale rules. Amount of the net cash proceeds not subject to reinvestment is required for tender offer at 101.5% of par (plus accrued interest) for 1L and at par (plus accrued interest) for 2L; flows through waterfall (1L offered first, 2L after).

Preferred Stock Redemption Exception. Notwithstanding the foregoing, if AMP Preferred Equity held by the Company or any subsidiary is redeemed and AMP substantially contemporaneously issues additional common equity, the proceeds of such redemption may also be reinvested in common equity of AMP to the extent necessary to avoid dilution of the Company and the subsidiaries’ aggregate ownership of AMP equity.

Intercompany Transactions (§4.10(b)(xi))

Existing Arrangements

(§4.10(b)(iii))

OCB Transactions

(§4.10(b)(xii))

Credit Agreement contains reclassification of basket usage for Indebtedness, Investments and Restricted Payments

AMP group to remain unrestricted, subject to:

·    AMP-related events of default consistent with the Apollo credit agreement to be included in notes indentures

·    No RP of (or Investment made with) AMP equity

·    No priming liens on AMP equity

·    No further Investment in AMP by restricted group other than the Preferred Stock Redemption Exception set forth above

·    AMP purchasing any 1L Notes, 2L Notes or other debt of restricted group to be an Event of Default

No other Unrestricted Subsidiaries.

No Investments may be made in Unrestricted Subsidiaries by the restricted group (whether directly through one or more Investments in or by other Unrestricted Subsidiaries or joint ventures or parent entities of the restricted group) after the Issue Date.

Supermajority Holder consent required to allow additional Unrestricted Subsidiaries or additional Investments in, or asset transfers to, Unrestricted Subsidiaries.

Coverage required to be at least 80% of Adjusted EBITDA and Total Assets of the restricted group, with exceptions for any subsidiary prevented by applicable law, material contract restrictions existing on the issue date or where the guarantee would create a material tax liability (as agreed in good faith by SSN AHG advisor).⁵

For the avoidance of doubt, it is not a CP or otherwise an obligation of the Company to obtain consent from lenders or other counterparties if restricted by underlying debt or other agreements (to the extent entered into in good faith). To also include contractual restrictions on refinancing debt that are substantially similar to those as in effect on the issue date.

All intercompany debt owing from a Guarantor to non-Guarantor and guarantees of non-Guarantor debt by a Guarantor must be subordinated in right of payment and lien priority to the Indenture.

Supermajority Holders (sacred right) vote for any amendment to this provision.

Addition of provision requiring all prepayments, repurchases, modifications, etc. to be offered to each Holder of each tranche pro rata on the same terms (i.e., 1L permitted to be offered first).

Supermajority Holders (sacred right) vote for any amendment to this provision.

(a) The Company shall not, nor shall it permit any Subsidiary to sell, transfer or otherwise dispose of any “Material Property” (as defined below) (whether pursuant to a sale, lease, license, transfer, investment, restricted payment, dividend or otherwise or relating to the exclusive rights thereto) to any Subsidiary or Affiliate of the Company that is not a Guarantor, other than the grant of a non-exclusive lease or license of property to any Subsidiary of the Company on arms’-length terms, in the ordinary course of business and for a bona fide business purpose, with an exception for transfers by non-Guarantors to non-Guarantors (excluding transfers to any member of the AMP group);

(b) no Person that is either (x) a Subsidiary that is not a Guarantor or (y) an Affiliate of the Company (that is not an Obligor) shall own or hold an exclusive license to any Material Property, but Material Property owned by non-Guarantor subsidiaries prior to closing (and not transferred in anticipation thereof) may continue to be owned by such non-Guarantor subsidiary;

(c) “Material Property” means assets, including intellectual property, owned by the Company and its Subsidiaries (other than AMP group) that is material to the business, operations, assets or financial condition of the Company and its Subsidiaries (other than AMP group), taken as a whole either (i) prior to any applicable transfer or disposition or (ii) pro forma for any applicable transfer or disposition; and

(d) Supermajority Holders (sacred right) vote to amend this provision.

A subsidiary Guarantor will not be released from its guarantee upon becoming a non-wholly-owned subsidiary, unless (i) it became a non-wholly-owned subsidiary pursuant to a transaction with a non-affiliated third party for a legitimate business purpose and not for the primary purpose of releasing the guarantee or for debt incurrence or liability management; and (ii) the borrower is deemed to have made an investment in such resulting non-guarantor subsidiary, and such investment is a permitted investment; Supermajority Holders (sacred right) vote for any amendment to this provision.

No ability to incur debt for the purpose of influencing voting thresholds.

Provision may not be modified or amended without Supermajority Holders (sacred right) consent.

The Company shall not, and shall not permit any of its Subsidiaries, to directly or indirectly, (i) create, incur, assume or otherwise become or remain liable with respect to any Indebtedness or issue any stock, (ii) create, incur, assume or permit or suffer to exist any lien on or with respect to any property of any kind owned by it, whether now owned or hereafter acquired, or any income or profits therefrom, (iii) make or own any investment in any other person, (iv) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution) or (v) convey, sell, lease or otherwise dispose of all or any part of its property or assets or to otherwise engage in any other activity, in each case, that is undertaken in connection with a Liability Management Exercise.

For the avoidance of doubt, prohibition on Liability Management Exercises (as defined) applies to Unrestricted Subsidiaries. For the avoidance of doubt, provision applies with respect to the new 1L and 2L Notes and does not limit the ability for AMP to do LMEs with respect to its own debt.

Amendments to this provision or the definition of “Liability Management Exercise” require Supermajority Consent (sacred right).

“Liability Management Exercise” means any restructuring, reorganization, rescheduling, recapitalization, reduction, cancellation, termination, elimination, refinancing, retirement, exchange, repurchase or defeasance of the 1L Notes or 2L Notes (the “Original Indebtedness”) with other indebtedness of the Company or a Subsidiary that is temporally, contractually or structurally senior (including as to right of payment, lien priority or additional collateral) to the Original Indebtedness (including, for the avoidance of doubt, through any incurrence of Indebtedness by an affiliate that is not a guarantor).

Notwithstanding the foregoing, this definition and its use in the Definitive Documents are not intended to, nor shall they, prohibit or restrict any financing or refinancing transaction or any investment that is (1) (a) consummated for a bona fide business purpose and in good faith and (b) does not have the purpose of restructuring existing debt of the Company, releasing or altering the priority of Liens on any collateral or releasing or subordinating any of the guarantees and/or reducing or impairing the rights and remedies of any secured party under the Note documents or (2) consummated by the AMP group only with respect to indebtedness of the AMP group.

Supermajority Holders (sacred right) approval required to release a material portion of the collateral or a material portion of the value of the Guaranty, or a material portion of the guarantors or to materially reduce the obligation to grant Liens on newly acquired assets or for newly acquired or formed subsidiaries to provide guarantees, except with respect to releases of Collateral permitted on the Issue Date and subject to the Agreed Security Principles.

For the avoidance of doubt, existing provisions for technical releases to be retained.