Ardagh Glass Finance plc - Irish Stock Exchange

the Issuer would be obligated to pay, on the next date for any payment and as a result of that
amendment or change, Additional Amounts as described above under ‘‘—Additional Amounts’’ with
respect to the Relevant Taxing Jurisdiction, which the Issuer cannot avoid by the use of reasonable
measures available to it, then the Issuer may redeem all, but not less than all, of the Notes, at any time
thereafter, upon not less than 30 nor more than 60 days’ notice (which notice shall be irrevocable and
given in accordance with the procedures described in ‘‘—Notices’’), at a redemption price of 100% of
their principal amount, plus accrued and unpaid interest, if any, to the redemption date. Prior to the
giving of any notice of the redemption described in this paragraph, the Issuer will deliver to the
Trustee:
(a) an Officer’s Certificate stating that the obligation to pay such Additional Amounts cannot be
avoided by the Issuer’s taking reasonable measures available to it; and
(b) a written opinion of independent tax counsel to the Issuer of recognized standing qualified
under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee
to the effect that the Issuer has or will become obligated to pay such Additional Amounts as a
result of a Change in Tax Law.
Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days
prior to the earliest date on which the Issuer would be obliged to make such payment of Additional
Amounts if a payment in respect of the Notes, were then due and (b) unless at the time such notice is
given, the obligation to pay Additional Amounts remains in effect.
Notice of Optional Redemption
The Issuer will publish a notice of any optional redemption of the Notes described above in
accordance with the provisions of the Indenture described under ‘‘—Notices’’. These notice provisions
include a requirement to publish any such notice in a newspaper having general circulation in Ireland
(which is expected to be The Irish Times) if and so long as the Notes are listed on the Irish Stock
Exchange and the rules of such exchange so require. The Issuer will inform the Irish Stock Exchange of
the principal amount of the Notes that have not been redeemed in connection with any optional
redemption. If fewer than all the Notes are to be redeemed at any time, the Trustee will select the
Notes by a method that complies with the requirements, as certified to the Trustee by the Issuer, of the
principal securities exchange, if any, on which the Notes are listed at such time or, if the Notes are not
listed on a securities exchange, pro rata, by lot or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate; provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Note not redeemed to less than A50,000. The Trustee
shall not be liable for any selections made by it in accordance with this paragraph.
Sinking Fund; Offers to Purchase; Open Market Purchases
The Issuer is not required to make any mandatory redemption or sinking fund payments with
respect to the Notes. However, under certain circumstances, the Issuer or the Parent Guarantor may be
required to offer to purchase the Notes as described under the captions ‘‘—Purchase of Notes upon a
Change of Control’’ and ‘‘—Certain Covenants—Limitation on Sale of Certain Assets’’. The Parent
Guarantor and any Restricted Subsidiaries, including the Issuer, may at any time and from time to time
purchase Notes in the open market or otherwise.
Purchase of Notes upon a Change of Control
If a Change of Control occurs at any time, then the Issuer or the Parent Guarantor must make an
offer (a ‘‘Change of Control Offer’’) to each holder of Notes to purchase such holder’s Notes, at a
purchase price (the ‘‘Change of Control Purchase Price’’) in cash in an amount equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (the
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