STIPULATION AND ORDER

THOMAS S. ZILLY, District Judge.

MODIFICATION TO CONSENT DECREE

WHEREAS, the United States of America ("United States"), the State of Illinois ("Illinois"), and Ardagh Glass Inc. (formerly known as Saint-Gobain Containers, Inc.) ("Ardagh") are Parties to a Consent Decree entered by this Court on May 7, 2010 (the "Consent Decree");

WHEREAS, the Consent Decree requires Ardagh to install emission control systems and to achieve compliance with emission limits at specified glass melting furnaces located at Ardagh's container glass manufacturing facilities, including a facility in Lincoln, Illinois ("Lincoln Facility"), as more specifically described in the Consent Decree;

WHEREAS, Paragraph 7, Table 2 of the Consent Decree requires Ardagh to install an Oxyfuel Furnace as nitrogen oxides (NOx) emission control technology at the Lincoln Facility by December 31, 2018;

WHEREAS, Paragraph 102 of the Consent Decree provides Ardagh with the option to forego its obligation to install or continue to operate controls at a furnace as otherwise required by Paragraph 7 of the Consent Decree, if Ardagh permanently ceases operating the furnace.

WHEREAS, Ardagh has decided to permanently cease operation of the Furnace at the Lincoln Facility and, therefore, would not be required to install emission controls on that Furnace.

WHEREAS, Ardagh has asserted that it needs additional time beyond the current December 31, 2018 compliance date in order to effectuate an orderly cessation of operations while meeting customer expectations;

WHEREAS, the Parties recognize and agree that, as an extension of the compliance schedule will result in emissions of NOx at Lincoln, Illinois which would otherwise be controlled by the emissions controls required by the Consent Decree, performance of additional environmentally beneficial projects by Ardagh in Illinois is appropriate;

WHEREAS, Plaintiffs and Defendant have agreed that resolution of the potential dispute regarding modification of the Consent Decree and the compliance schedule is in the public interest and will best serve the goal of the Consent Decree to achieve air quality improvements, and that entry of this Modification to Consent Decree is the most appropriate means of resolving the dispute;

WHEREAS, the United States, Illinois, and Ardagh therefore wish to (1) modify Paragraph 7, Table 2 of the Consent Decree to adjust the compliance schedule and (2) add the Illinois Environmental Projects as Section XXVIII to this Consent Decree;

WHEREAS, Paragraph 99 of the Consent Decree requires that this Modification be approved by the Court before it is effective;

WHEREAS, the Parties recognize, and the Court by entering this Modification to Consent Decree finds, that this Modification to Consent Decree has been negotiated by the Parties in good faith and will avoid litigation between the Parties and that this Modification to Consent Decree is fair, reasonable and in the public interest.

NOW THEREFORE, the United States, Illinois, and Ardagh hereby agree that, upon approval of this Modification by the Court, the Consent Decree shall be modified to read as follows:

Paragraph 6 of the Consent Decree is hereby amended and restated as follows:

aaa. "SGCI" shall mean Saint-Gobain Containers, Inc. (now known as Ardagh).

kkk. "Ardagh" shall mean Ardagh Glass Inc. (formerly known as Saint-Gobain Containers, Inc.).

Paragraph 7, Table 2 of the Consent Decree is hereby amended and restated as follows:

Section XXVIII (Illinois Environmental Project) is added to the Consent Decree as follows:

XXVIII. ILLINOIS ENVIRONMENTAL PROJECTS

118. Illinois Environmental Projects — In accordance with the requirements set forth in this Section, within one (1) year after entry of the Modification to the Consent Decree, Ardagh shall complete the following projects, spending not less than $255,000 in actual costs unless the Furnace at the Lincoln Facility is permanently shut down prior to June 30, 2019 in which case the actual costs to be expended by Ardagh shall be reduced by $1,500 for each day between the date of shutdown and June 30, 2019, subject to the conditions in Paragraphs 118.a and 118.b.

119. By signing this Modification to the Consent Decree, Ardagh certifies that it is not required, and has no liability under any federal, State, regional, or local law or regulation or pursuant to any agreements or orders of any court, to perform or develop the projects identified in Paragraph 118 above. Ardagh further certifies that it has not applied for or received, and will not in the future apply for or receive: (i) credit as a Supplemental Environmental Project or other penalty offset in any other enforcement action for the projects set forth in Paragraph 118 above; (ii) credit for any emissions reductions resulting from the projects set forth in Paragraph 118 above in any federal, State, regional, or local emissions trading or early reduction program; (iii) a deduction from any federal, State, regional, or local tax based on its participation in, performance of, or incurrence of costs related to the projects set forth in Paragraph 118 above.

120. Ardagh shall include in the next two reports due under Section IX reports for the projects being performed pursuant to this Section. Such reports shall contain the following information with respect to each of the projects:

a. A detailed description of the project as implemented;

b. An itemized list of actual costs expended, excluding any Ardagh personnel costs in overseeing the implementation of the Illinois Environmental Projects; and

c. In the report due March 1, 2020, a certification that the Illinois Environmental Projects have been fully implemented pursuant to the provisions of this Modification to Consent Decree.

The undersigned representatives are fully authorized to enter into the terms and conditions of this Modification. This Modification may be executed in several counterparts, each of which will be considered an original. Pursuant to Paragraph 99 of the Consent Decree, the effective date of this Modification shall be the date it is approved by the Court.

ORDER

Pursuant to the stipulation and consent of the United States, the State of Illinois, and Ardagh Glass Inc., the agreed motion, docket no. 95, to modify Consent Decree, docket nos. 53-3, 53-4, and 54, is GRANTED, and it is:

ORDERED, ADJUDGED, and DECREED that the foregoing Modification to the Consent Decree is hereby APPROVED and entered as a final order of this Court.

WE HEREBY CONSENT to the foregoing Modification to the Consent Decree entered in United States ofAmerica, et al., v. Ardagh Glass Inc., Civil Action Number 2:10-CV-00121-TSZ on May 7, zoia.