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Ardagh Glass Finance plc - Irish Stock Exchange

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‘‘Securities Act’’ means the U.S. Securities Act of 1933, as amended, or any successor statute, and<br />

the rules and regulations promulgated by the Commission thereunder.<br />

‘‘Senior Agent’’ means any agent or successor agent appointed under any Senior Credit Facility or<br />

the Senior Secured Notes to which any Subsidiary Guarantor is a party or designated as ‘‘Senior<br />

Agent’’ in any instrument or document evidencing Senior Debt.<br />

‘‘Senior Credit Facilities’’ means any Credit Facility of the Guarantors, including the Senior<br />

Facilities Agreement and the GE Commercial <strong>Finance</strong> Facility.<br />

‘‘Senior Debt’’ means:<br />

(a) all Debt under any Credit Facility permitted to be incurred under the provisions of the<br />

‘‘Limitation on Debt’’ covenant and all Commodity Hedging Agreements, Currency<br />

Agreements and Interest Rate Agreements and other obligations with respect thereto;<br />

(b) any other Debt permitted to be incurred by the Issuer, the Parent Guarantor or any Restricted<br />

Subsidiary that provides a Guarantee under the terms of the Indenture unless, with respect to<br />

such a Restricted Subsidiary, the instrument under which such Debt is incurred expressly<br />

provides that it is on a parity with or subordinated in right of payment to its Guarantee, as<br />

the case may be; and<br />

(c) all obligations with respect to the items listed in the preceding clauses (a) and (b).<br />

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:<br />

(i) any liability for taxes owed or owing by the Issuer or the Guarantors;<br />

(ii) any Debt that is incurred in violation of the Indenture or the terms of the Notes, as the case<br />

may be; or<br />

(iii) any trade payables.<br />

‘‘Senior Facilities Agreement’’ means the Facility Agreement dated March 9, 2007 among the<br />

Parent Guarantor and Anglo <strong>Irish</strong> Bank Corporation Limited, as amended and restated on June 12,<br />

2009 among the Parent Guarantor, certain Subsidiary Guarantors and Anglo <strong>Irish</strong> Bank Corporation<br />

Limited as amended or supplemented from time to time.<br />

‘‘Senior PIK Notes’’ means the A126,250,000 10.75% Senior PIK Notes due 2015 issued originally<br />

by Caona <strong>plc</strong> (now <strong>Ardagh</strong> <strong>Glass</strong> Group <strong>plc</strong>).<br />

‘‘Senior Secured Notes’’ means the A300,000,000 aggregate principal amount of 9.250% first<br />

priority senior secured notes due 2016 issued by <strong>Ardagh</strong> <strong>Glass</strong> <strong>Finance</strong> <strong>plc</strong> and guaranteed on a senior<br />

secured basis by <strong>Ardagh</strong> <strong>Glass</strong> Holdings Limited.<br />

‘‘Silent Second Liens’’ means Liens granted in favor of Debt (the ‘‘second priority Debt’’) on<br />

property or assets of the Parent Guarantor or any of its Restricted Subsidiaries that:<br />

(a) are by law or under the terms of an intercreditor agreement reasonably acceptable to the<br />

Trustee second in priority to first priority Liens on such property or assets; and<br />

(b) are subject to arrangements in form and substance reasonably satisfactory to the Trustee which<br />

provide (x) that any payments on enforcement of the Liens in such property or assets (other<br />

than payments to the security agent, trustee, administrative agent or other representative of<br />

the holders of the second priority Debt) to the holders of the second priority Debt (or their<br />

representatives) will only be made once the Debt secured by the first priority Liens on such<br />

property or assets have been satisfied in full and (y) that the holders of the second priority<br />

Debt (and their representatives) will have no ability to cause the enforcement of, or direct the<br />

151

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