Ardagh Glass Finance plc - Irish Stock Exchange

interest, you will be restricted to acting through Euroclear or Clearstream Banking. We cannot assure
you that the procedures to be implemented through Euroclear of Clearstream Banking will be adequate
to ensure the timely exercise of rights under the Senior Notes. See ‘‘Book-Entry; Delivery and Form’’.
You may be unable to serve process on us or our directors and officers in the United States and enforce
U.S. judgments based on the Senior Notes.
The Issuer is incorporated under the laws of Ireland, and the Guarantors are incorporated under
the laws of one of Ireland, Germany, England, Denmark, Sweden, The Netherlands, Guernsey, Poland
or Italy. All of the directors and executive officers of the Issuer and the Guarantors live outside the
United States. All of the assets of the Issuer and the Guarantors, and substantially all of the assets of
their directors and executive officers, are located outside the United States. As a result, it may not be
possible for you to serve process on such persons in the United States or to enforce judgments
obtained in U.S. courts against them based on the civil liability provisions of the securities laws of the
United States.
In addition, Irish, German, English, Danish, Swedish, Dutch, Polish and Italian counsel have each
informed us that it is questionable whether an Irish, German, English, Danish, Swedish, Dutch, Polish
or Italian court would accept jurisdiction and impose civil liability if proceedings were commenced in
Ireland, Germany, the United Kingdom, Denmark, Sweden, The Netherlands, Poland or Italy
predicated solely upon U.S. federal securities laws. See ‘‘Service of Process and Enforcement of
Judgments’’.
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.
The laws of certain of the jurisdictions in which the Subsidiary Guarantors are organized limit the
ability of these subsidiaries to guarantee debt of a related company. These limitations arise under
various provisions or principles of corporate law which include rules governing capital maintenance,
under which, among others, the risks associated with a guarantee of a parent company’s debt need to
be reasonable and economically and operationally justified from the guarantor’s perspective, as well as
thin capitalization and fraudulent transfer principles. If these limitations were not observed, the
Subsidiary Guarantees could be subject to legal challenge. With respect to these jurisdictions, the
Indenture will contain language limiting the amount of debt guaranteed so that applicable local law
restrictions will not be violated. Accordingly if you were to enforce the Subsidiary Guarantees in one of
these jurisdictions, your claims are likely to be limited. In some cases, where the amount that can be
guaranteed is limited by reference to the net assets and legal capital of the Subsidiary Guarantor or by
reference to the outstanding debt owed by the relevant Subsidiary Guarantor to the Issuer under
intercompany loans that amount might have reached zero or close to zero at the time of any insolvency
or enforcement. Furthermore, although we believe that the Subsidiary Guarantees will be validly given
in accordance with local law restrictions, there can be no assurance that a third party creditor would
not challenge these Subsidiary Guarantees and prevail in court.
Your right to receive payment under the Subsidiary Guarantors’ Guarantees is contractually subordinated
to senior debt.
The Parent Guarantor and the Subsidiary Guarantors will guarantee the Senior Notes. The
obligations of each Subsidiary Guarantor under its Guarantee will be contractually subordinated in
right of payment to the prior payment in full in cash of all obligations in respect of senior debt of such
Subsidiary Guarantor. This senior debt includes, in respect of a Subsidiary Guarantor that is a borrower
under the Amended and Restated Anglo Irish Senior Secured Credit Facility or a guarantor of the 2009
Notes and certain other credit facilities, such Subsidiary Guarantor’s obligations thereunder and under
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