Ardagh Glass Finance plc - Irish Stock Exchange

As of the Issue Date, all of the Parent Guarantor’s Subsidiaries will be ‘‘Restricted Subsidiaries’’.
However, under the circumstances described below under the caption ‘‘—Certain Covenants—
Designation of Unrestricted and Restricted Subsidiaries’’, the Parent Guarantor will be permitted to
designate certain of its Subsidiaries as ‘‘Unrestricted Subsidiaries’’. Unrestricted Subsidiaries of the
Parent Guarantor will not be subject to any of the restrictive covenants in the Indenture.
Although the Indenture will contain limitations on the amount of additional Debt that the Issuer,
the Parent Guarantor and the Restricted Subsidiaries may incur, the amount of such additional Debt
could be substantial. The Indenture permits all Senior Debt to be secured.
As a result of the enforcement standstills and the various subordination provisions described
below, in the event of an insolvency, bankruptcy, liquidation or reorganization of any Subsidiary
Guarantor, holders of Notes may recover less, ratably, than other creditors of the Subsidiary
Guarantors (including trade creditors).
Enforcement Standstills in Relation to the Subsidiary Guarantors’ Guarantees
The Indenture will provide that no Subsidiary Guarantor’s Guarantee may become due, and that
neither the holders of the Notes nor the Trustee may take any Enforcement Action against a Subsidiary
Guarantor without the prior consent of the applicable Senior Agent or Senior Agents unless:
(a) certain insolvency or reorganization events have occurred in relation to such Subsidiary
Guarantor; or
(b) the holders of Designated Senior Debt have taken any Enforcement Action in relation to such
Subsidiary Guarantor; or
(c) a default has occurred under the Notes; and
(i) the holders of the Notes or the trustee has notified the applicable Senior Agents; and
(ii) a period of not less than 90 days (in the case of a payment default) or 179 days (in the
case of a non-payment default) has passed from the date the applicable Senior Agents
were notified of the default (a ‘‘Standstill Period’’); and
(iii) at the end of the Standstill Period, the default is continuing and has not been waived by
the holders of the Notes.
Subordination on Insolvency
The Indenture will provide that, in the event of any distribution to the creditors of a Subsidiary
Guarantor:
(a) in a liquidation or dissolution of such Subsidiary Guarantor;
(b) in an insolvency, bankruptcy, reorganization, composition, receivership, administration,
voluntary arrangement or similar proceeding relating to such Subsidiary Guarantor or its
property;
(c) in an assignment for the benefit of the creditors of such Subsidiary Guarantor; or
(d) in any marshalling of such Subsidiary Guarantor’s assets and liabilities,
the holders of Senior Debt of such Subsidiary Guarantor will be entitled to receive payment in full in
cash of all obligations in respect of such Senior Debt (including interest after the commencement of
any proceeding at the rate specified in the applicable Senior Debt whether or not allowed or allowable
in any such proceeding) before the holders of Notes will be entitled to receive any payment with
respect to the Guarantee of such Subsidiary Guarantor (except that holders of Notes may receive and
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