Ardagh Glass Finance plc - Irish Stock Exchange

(b) rank senior in right of payment to any and all of the Parent Guarantor’s existing and future
indebtedness that is subordinated in right of payment to its Guarantee;
(c) rank equally in right of payment with any and all of the Parent Guarantor’s existing and future
unsecured indebtedness that is not subordinated in right of payment to its Guarantee;
(d) be effectively subordinated to all of the Parent Guarantor’s existing and future secured
indebtedness to the extent of the value of the collateral securing such indebtedness;
(e) be structurally subordinated in right of payment to all existing and future indebtedness of the
Parent Guarantor’s subsidiaries; and
(f) not be subject to the restrictions on enforcement described below applicable to each
Subsidiary Guarantee.
The Subsidiary Guarantees
Each Subsidiary Guarantee will:
(a) be such Guarantor’s general unsecured obligation;
(b) be subordinated in right of payment to any and all of such Subsidiary Guarantor’s existing and
future Senior Debt;
(c) rank equally in right of payment with any and all of such Subsidiary Guarantor’s existing and
future unsecured indebtedness that is not subordinated and is not senior in right of payment
of its Guarantee;
(d) rank senior in right of payment to any and all of such Subsidiary Guarantor’s existing and
future indebtedness that is subordinated in right of payment to its Guarantee; and
(e) be subject to the restrictions on enforcement described below.
At September 30, 2009, the Parent Guarantor would have had on a consolidated basis, after giving
pro forma effect to the issuance and sale of the Notes and the application of the proceeds thereof as
described under ‘‘Use of Proceeds’’, and after excluding intercompany balances and intercompany
guarantees:
(a) total debt, including secured debt (before deducting deferred financing costs), of the
Subsidiary Guarantors of A995.8 million of which A490.0 million would rank equally in right of
payment to the Subsidiary Guarantees;
(b) total debt of the Subsidiary Guarantors that is senior in right of payment to the Senior Debt
of A505.6 million; and
(c) on a consolidated basis, the non-guarantor Restricted Subsidiaries would have had (i) no
indebtedness and (ii) A14.8 million of trade payables and deferred taxes.
Not all of the Parent Guarantor’s Subsidiaries will guarantee the Notes. In the event of a
bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor
Subsidiaries will likely be required to repay financial and trade creditors before distributing any assets
to the Issuer or a Guarantor.
The Issuer is a finance subsidiary without operations and, therefore, the Issuer depends on the
cash flow of the Parent Guarantor’s operating Subsidiaries to meet its obligations, including its
obligations under the Notes. The Notes will be structurally subordinated to all Debt and other liabilities
and commitments (including trade payables and lease obligations) of the Parent Guarantor’s
Subsidiaries that do not guarantee the Notes.
94