Ardagh Glass Finance plc - Irish Stock Exchange

payment to the 2007 Notes; and are effectively subordinated to all secured debt of the Issuer, to the
extent of the assets securing such debt.
At any time prior to June 15, 2012, the Issuer may redeem any or all of the 2007 Notes at 100%
of their principal amount plus accrued and unpaid interest, if any, plus a redemption premium. On or
after June 15, 2012, the Issuer may redeem any or all of the 2007 Notes initially at 103.563% of their
principal amount plus accrued and unpaid interest, if any, with the premium declining after that date.
If an event treated as a change of control of the Issuer occurs, then the Issuer or the Parent
Guarantor must make an offer to repurchase the 2007 Notes at a purchase price in cash in an amount
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase.
The 2007 Notes are also subject to certain customary covenants and events of default.
The 2007 Notes are guaranteed on a senior basis by the Parent Guarantor and on a senior
subordinated basis by certain wholly owned subsidiaries of Ardagh Glass Holdings Limited. The
guarantees by each such subsidiaries are subordinated in right of payment to any existing or future
senior indebtedness of such subsidiaries, including their obligations under the Amended and Restated
Anglo Irish Senior Secured Credit Facility and the 2009 Notes.
Intercreditor Agreement
In June 2009, the Parent Guarantor and certain of its subsidiaries, including the Issuer, the issuer
of the 2003 Notes, the guarantors of the 2003 Notes, the 2007 Notes and the 2009 Notes and the
Subsidiary Guarantors, entered into an amended and restated intercreditor agreement (the
‘‘Intercreditor Agreement’’) with, among others, Anglo Irish Bank Corporation Limited, GE
Commercial Finance Limited, Law Debenture Trust Company of New York, in its capacity as trustee
for the 2009 Notes and The Bank of New York Mellon, in its capacity as trustee for the 2007 Notes
and for the 2003 Notes, which became effective on June 26, 2009. The Intercreditor Agreement
amended and restated in its entirety the intercreditor agreement dated June 18, 2007 which we entered
into in connection with the issuance of the 2007 Notes. The Intercreditor Agreement constitutes a
Senior Finance Document under the Amended and Restated Anglo Irish Senior Secured Credit Facility
and the GE Commercial Finance Facility and a breach of its terms by us may give rise to an event of
default under those facilities.
The Intercreditor Agreement establishes the ranking among certain of our senior debt obligations,
including the Amended and Restated Anglo Irish Senior Secured Credit Facility, the GE Commercial
Finance Facility and the HVB Working Capital and Performance Guarantee Credit Lines. These senior
debt obligations are described below. The Intercreditor Agreement provides that in respect of the
receivables, that are subject to liens in favor of the GE Commercial Finance Facility, GE Commercial
Finance has a first ranking claim on the proceeds of such receivables in priority to the lenders under
the Amended and Restated Anglo Irish Senior Secured Credit Facility and the holders of the 2009
Notes.
Subject to certain exceptions, proceeds for the enforcement of the liens in the collateral securing
the Amended and Restated Anglo Irish Senior Secured Credit Facility and the 2009 Notes (the ‘‘2009
Notes Collateral’’) are to be distributed between the lenders under the Amended and Restated Anglo
Irish Senior Secured Credit Facility and the holders of the 2009 Notes on a pari passu basis according
to the principal amount of debt under the Amended and Restated Anglo Irish Senior Secured Credit
Facility and the 2009 Notes outstanding at that time. In addition, the Intercreditor Agreement provides
for the subordination, in right of payment and enforcement, of all intercompany debt to all of the
aforementioned senior debt and to 2007 Notes and the Senior Notes and the respective guarantees
thereof.
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