ARDAGH GROUP S.A. Class A Common Shares (par value of €0.01 each) Underwriting AgreementUnderwriting Agreement • March 1st, 2017 • Ardagh Group S.A. • Glass containers • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters listed on Schedule I hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
ARDAGH PACKAGING FINANCE PLC and ARDAGH HOLDINGS USA INC. as Issuers, ARDAGH Group S.A., as Parent Guarantor, CITIBANK, N.A., LONDON BRANCH, as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, and CITIGROUP GLOBAL MARKETS Europe AG,...Indenture • March 8th, 2021 • Ardagh Group S.A. • Glass containers • New York
INDENTURE dated as of April 8, 2020 among Ardagh Packaging Finance plc, a public limited company incorporated under the laws of Ireland (the “Irish Issuer”), Ardagh Holdings USA Inc., a Delaware corporation (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), Ardagh Group S.A. (the “Parent Guarantor”), Citibank, N.A., London Branch, as trustee (the “Trustee”), as principal paying agent (the “Principal Paying Agent”) and as Transfer Agent, Citibank, N.A., London Branch, as security agent (the “Security Agent”), and Citigroup Global Markets Europe AG, as Registrar.
ARD FINANCE S.A. AS ISSUER, CITIBANK, N.A., LONDON BRANCH, AS TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT AND SECURITY AGENT, CITIBANK, N.A., AS U.S. PAYING AGENT, AND CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG, AS REGISTRARIndenture • November 17th, 2016 • Ardagh Finance Holdings S.A. • New York
INDENTURE dated as of September 16, 2016 among ARD Finance S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 56, rue Charles Martel, L-2134 Luxembourg and registered with the Luxembourg register of Commerce and Companies under number B 160806 (the “Issuer”), Citibank, N.A., London Branch, as trustee (the “Trustee”), as principal paying agent (the “Principal Paying Agent”) and as Transfer Agent, Citibank, N.A., London Branch, as security agent (the “Security Agent”), and Citigroup Global Markets Deutschland AG, as Registrar.
ARDAGH PACKAGING FINANCE PLC and ARDAGH HOLDINGS USA INC. as Issuers, ARDAGH Group S.A., as Parent Guarantor, CITIBANK, N.A., LONDON BRANCH, as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, and CITIGROUP GLOBAL MARKETS Europe AG,...Indenture • February 27th, 2020 • Ardagh Group S.A. • Glass containers • New York
TRANSFER AGREEMENT by and between ARDAGH GROUP S.A. and ARDAGH METAL PACKAGING S.A. Dated as of February 22, 2021Transfer Agreement • March 8th, 2021 • Ardagh Group S.A. • Glass containers • Luxembourg
ARDAGH PACKAGING FINANCE PLC AND ARDAGH HOLDINGS USA INC. AS ISSUERS, ARDAGH PACKAGING HOLDINGS LIMITED, AS PARENT GUARANTOR, CITIBANK, N.A., LONDON BRANCH, AS TRUSTEE, PRINCIPAL PAYING AGENT AND TRANSFER AGENT, CITIBANK, N.A., AS U.S. PAYING AGENT,...Senior Indenture • November 17th, 2016 • Ardagh Finance Holdings S.A. • New York
INDENTURE dated as of July 3, 2014 among Ardagh Packaging Finance plc, a public limited company incorporated under the laws of Ireland (the “Irish Issuer”), Ardagh Holdings USA Inc., a Delaware corporation (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), Ardagh Packaging Holdings Limited (the “Parent Guarantor”), Citibank, N.A., London Branch, as trustee (the “Trustee”), as principal paying agent (the “Principal Paying Agent”) and as Transfer Agent, and Citigroup Global Markets Deutschland AG, as Registrar.
EQUITY AND ASSET PURCHASE AGREEMENT by and among ARDAGH GROUP S.A., BALL CORPORATION, and REXAM PLC, dated as of April 22, 2016Equity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2016, is made and entered into by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 10.1.
ARDAGH PACKAGING FINANCE PLC AND ARDAGH HOLDINGS USA INC. AS ISSUERS, ARDAGH PACKAGING HOLDINGS LIMITED, AS PARENT GUARANTOR, CITIBANK, N.A., LONDON BRANCH, AS TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT AND SECURITY AGENT, CITIBANK, N.A., AS U.S....Secured Indenture • November 17th, 2016 • Ardagh Finance Holdings S.A. • New York
INDENTURE dated as of May 16, 2016 among Ardagh Packaging Finance plc, a public limited company incorporated under the laws of Ireland (the “Irish Issuer”), Ardagh Holdings USA Inc., a Delaware corporation (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers”), Ardagh Packaging Holdings Limited (the “Parent Guarantor”), Citibank, N.A., London Branch, as trustee (the “Trustee”), as principal paying agent (the “Principal Paying Agent”) and as Transfer Agent, Citibank, N.A., London Branch, as security agent (the “Security Agent”), and Citigroup Global Markets Deutschland AG, as Registrar.
Joint Filing AgreementJoint Filing Agreement • February 14th, 2023 • Ardagh Group S.A. • Glass containers
The undersigned acknowledge and agree that the Schedule 13G with respect to beneficial ownership by the undersigned of Ordinary Shares, with a nominal value of €0.01 per share, of Ardagh Metal Packaging S.A. filed on or about the date hereof is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to such Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning each such person or entity contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. Thi
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • Luxembourg
This Indemnification Agreement (this “Agreement”) is made effective as of , 2017 (the “Effective Date”) by and between (i) Ardagh Group S.A., a limited liability company incorporated under the laws of Luxembourg (the “Company”), and (ii) , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AMENDMENT NO. 1 TO THE EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of June 9, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016 (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
SHAREHOLDER AGREEMENT BY AND BETWEEN ARD HOLDINGS S.A. AND ARDAGH GROUP S.A. Dated , 2017Shareholder Agreement • March 1st, 2017 • Ardagh Group S.A. • Glass containers • Luxembourg
SHAREHOLDER AGREEMENT (this “Agreement”), dated , 2017, by and between ARD HOLDINGS S.A., a société anonyme organized under the laws of Luxembourg (together with any successor thereof, “ARD Holdings”), and ARDAGH GROUP S.A., a société anonyme organized under the laws of Luxembourg (“Listco”).
CREDIT AGREEMENT Dated as of December 17, 2013 among ARDAGH HOLDINGS USA INC. as U.S. Borrower ARDAGH PACKAGING FINANCE S.A. as Co-Borrower ARDAGH PACKAGING HOLDINGS LIMITED as Parent Guarantor SUBSIDIARY GUARANTORS from time to time parties hereto...Credit Agreement • November 17th, 2016 • Ardagh Finance Holdings S.A. • New York
CREDIT AGREEMENT dated as of December 17, 2013, among Ardagh Holdings USA Inc., a Delaware corporation (the “U.S. Borrower”, Ardagh Packaging Finance S.A., a public limited liability company (société anonyme) organized under the laws of Luxembourg, having its registered office at 58, rue Charles Martel, L-2134, Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 182462 (the “Co-Borrower”) and, together with the U.S. Borrower, the “Borrowers”), Ardagh Packaging Holdings Limited, a private limited company organized under the laws of Ireland (the “Parent Guarantor”), the other Guarantors from time to time parties hereto, the lending institutions from time to time parties hereto (each, a “Lender” and, collectively, the “Lenders”), Citibank, N.A., as Administrative Agent and Citibank, N.A., London Branch, as Security Agent (such term and each other capitalized term used but not defined in this preamble and the following recitals having the meaning pr
Joint Filing AgreementJoint Filing Agreement • February 14th, 2022 • Ardagh Group S.A. • Glass containers
The undersigned acknowledge and agree that the Schedule 13G with respect to beneficial ownership by the undersigned of Shares, with a nominal value of €0.01 per share, of Ardagh Metal Packaging S.A. filed on or about the date hereof is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to such Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning each such person or entity contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreeme
AMENDMENT NO. 2 TO THE EQUITY AND ASSET PURCHASE AGREEMENTEquity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York
AMENDMENT NO. 2 (this “Second Amendment”), dated as of June 30, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016, and as amended (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
ContractRegistration Rights Agreement • March 1st, 2017 • Ardagh Group S.A. • Glass containers • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2017, by and between Ardagh Group S.A., a société anonyme incorporated under the laws of Luxembourg (the “Company”) and ARD Holdings S.A., a société anonyme incorporated under the laws of Luxembourg.
ARD Finance s.a. AS ISSUER, CITIBANK, N.A., LONDON BRANCH, as Trustee, Principal Paying Agent, Transfer Agent and Security Agent, and CITIGROUP GLOBAL MARKETS Europe AG, as Registrar _____________________________ Indenture Dated as of November 20,...Indenture • February 27th, 2020 • Ardagh Group S.A. • Glass containers • New York
INDENTURE dated as of November 20, 2019 among ARD Finance S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 56, rue Charles Martel, L-2134 Luxembourg and registered with the Luxembourg register of Commerce and Companies under number B 160806 (the “Issuer”), Citibank, N.A., London Branch, as trustee (the “Trustee”), as principal paying agent (the “Principal Paying Agent”) and as Transfer Agent, Citibank, N.A., London Branch, as security agent (the “Security Agent”), and Citigroup Global Markets Europe AG, as registrar (the “Registrar”).
TRANSACTION AGREEMENT by and among ARDAGH GROUP S.A., ELEMENT HOLDINGS II L.P. and TRIVIUM PACKAGING B.V.Transaction Agreement • February 27th, 2020 • Ardagh Group S.A. • Glass containers • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”) is made as of July 14, 2019, by and among (i) Ardagh Group S.A., a société anonyme organized under the laws of Luxembourg (“Ardagh”), (ii) Element Holdings II L.P., a Cayman Islands exempted limited partnership (“Element”), and (iii) Trivium Packaging B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“NewCo”) (each of Ardagh, Element and NewCo, a “Party” and together, the “Parties”).
