Ardagh Glass Finance plc - Irish Stock Exchange

DESCRIPTION OF THE NOTES
The definitions of certain terms used in this description are set forth under the subheading
‘‘—Certain Definitions’’. In this ‘‘Description of the Notes’’, the word ‘‘Issuer’’ refers only to Ardagh
Glass Finance plc and the words ‘‘Parent Guarantor’’ refer only to Ardagh Glass Holdings Limited and
not to any of its Subsidiaries, except for the purpose of financial data determined on a consolidated or
combined basis, as the case may be. In addition, the words ‘‘Subsidiary Guarantors’’ refer to any
Restricted Subsidiary that incurs a Guarantee, and the word ‘‘Guarantors’’ refers to the Parent
Guarantor and the Subsidiary Guarantors collectively. For a list of Restricted Subsidiaries that will
provide a Guarantee, see ‘‘Unaudited Supplemental Information on the Subsidiary Guarantors’’. Each
of the Issuer and each Subsidiary Guarantor is a wholly owned direct or indirect Restricted Subsidiary.
The word ‘‘Notes’’ refers also to ‘‘book-entry interests’’ in the Notes, as defined herein.
The Issuer will issue and the Guarantors will guarantee A180.0 million aggregate principal amount
of senior notes due 2020 (the ‘‘Notes’’) under an indenture (the ‘‘Indenture’’) among the Issuer, the
Guarantors, The Bank of New York Mellon, as trustee (in such capacity, the ‘‘Trustee’’) and certain
other agents party thereto. Except as set forth herein, the terms of the Notes include those set forth in
the Indenture. The Indenture in turn includes certain provisions of the U.S. Trust Indenture Act of
1939 (the ‘‘Trust Indenture Act’’) that are incorporated by reference in the Indenture. The Indenture is
not, however, required to be nor will it be qualified under the Trust Indenture Act.
The following description is a summary of the material terms of the Indenture. It does not,
however, restate the Indenture in its entirety, and where reference is made to particular provisions of
the Indenture, such provisions, including the definitions of certain terms, are qualified in their entirety
by reference to all of the provisions of the Notes and the Indenture. You should read the Indenture
because it contains additional information and because it and not this description defines your rights as
a holder of the Notes. A copy of the form of the Indenture may be obtained by requesting it from the
Issuer at the address indicated under ‘‘Listing and General Information’’.
The Issuer has made an application for the Notes to be listed on the Global Exchange Market of
the Irish Stock Exchange. The Issuer can provide no assurance that this application will be accepted.
See ‘‘—Payments on the Notes; Paying Agent’’.
Brief Description of the Notes
The Notes will:
(a) be the Issuer’s general unsecured obligations;
(b) mature on February 1, 2020; and
(c) be guaranteed on a senior basis by the Parent Guarantor and on a senior subordinated basis
by the Subsidiary Guarantors.
The Guarantees
The Guarantors will jointly and severally guarantee the due and punctual payment of all amounts
payable under the Notes, including principal, premium, if any, and interest payable under the Notes.
The obligations of each Subsidiary Guarantor under its Guarantee will be limited to an amount
not to exceed the maximum amount that can be guaranteed by such Subsidiary Guarantor without
resulting in its obligations under its Guarantee being voidable or unenforceable under applicable laws
relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally or the
maximum amount otherwise permitted by law. In particular, each Guarantee will be limited as required
to comply with corporate benefit, maintenance of capital and other laws applicable in the jurisdiction of
the relevant Subsidiary Guarantor. By virtue of these limitations, a Subsidiary Guarantor’s obligations
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