Ardagh Glass Finance plc - Irish Stock Exchange

under its Guarantee could be significantly less than amounts payable in respect of the Notes, or a
Subsidiary Guarantor may have effectively no obligations under its Guarantee. See ‘‘Risk Factors—
Risks Associated with the Guarantees—Corporate benefit, capital maintenance laws and other
limitations on the Guarantees may adversely affect the validity and enforceability of the Guarantees’’.
Each Guarantor that makes a payment or distribution under its Guarantee will be entitled to
contribution from any other Guarantor.
Release of the Guarantees
All of the Guarantees will be automatically and unconditionally released (and thereupon shall
terminate and be discharged and be of no further force and effect) upon Legal Defeasance or
Covenant Defeasance as described under ‘‘—Legal Defeasance or Covenant Defeasance of Indenture’’
or if all obligations under the Indenture are discharged in accordance with the terms of the Indenture,
in each case in accordance with the terms and conditions in the Indenture and the Intercreditor
Agreement.
In addition, a Subsidiary Guarantor’s Guarantee (and the Guarantee, if any, of any Subsidiary of
such Subsidiary Guarantor) will be automatically and unconditionally released (and thereupon shall
terminate and be discharged and be of no further force and effect):
(a) upon any sale or disposition of (i) Capital Stock of a Subsidiary Guarantor following which
such Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of
the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or
after giving effect to such transaction) the Parent Guarantor, a Restricted Subsidiary or any
Affiliate of the Parent Guarantor and that complies with the covenant described in ‘‘—Certain
Covenants—Limitation on Sale of Certain Assets’’;
(b) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise
disposed of pursuant to an enforcement of the security over the Capital Stock of such
Subsidiary Guarantor in accordance with the terms of the Intercreditor Agreement;
(c) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; and
(d) in the circumstances set forth in the third paragraph of ‘‘—Certain Covenants—Consolidation,
Merger and Sale of Assets’’.
Ranking of the Notes and the Guarantees; Subordination
The Notes
The Notes will:
(a) be the Issuer’s general unsecured obligations;
(b) rank senior in right of payment to any and all of the Issuer’s existing and future indebtedness
that is subordinated in right of payment to the Notes;
(c) rank equally in right of payment with all of the Issuer’s existing and future unsecured
indebtedness that is not subordinated in right of payment to the Notes; and
(d) be effectively subordinated to all of the Issuer’s existing and future secured indebtedness to
the extent of the value of the collateral securing such indebtedness.
The Parent Guarantee
The Parent Guarantee will:
(a) be the Parent Guarantor’s general unsecured obligation;
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