Ardagh Glass Finance plc - Irish Stock Exchange

of Control could cause a default under such indebtedness, even if the Change of Control itself does
not, due to the possible financial effect on the Issuer or the Parent Guarantor of such repurchase.
If a Change of Control Offer is made, neither the Issuer nor the Parent Guarantor can provide
any assurance that they will have available funds sufficient to pay the Change of Control Purchase Price
for all the Notes that might be delivered by holders of the Notes seeking to accept the Change of
Control Offer. If the Issuer or the Parent Guarantor fails to make or consummate a Change of Control
Offer or pay the Change of Control Purchase Price when due, such failure would result in an Event of
Default and would give the Trustee and the holders of the Notes the rights described under ‘‘—Events
of Default’’.
Even if sufficient funds were otherwise available, the terms of the other indebtedness of the Parent
Guarantor and its Subsidiaries may prohibit the prepayment of the Notes prior to their scheduled
maturity. If the Issuer or the Parent Guarantor were not able to prepay any indebtedness containing
any such restrictions or obtain requisite consents, the Issuer and the Parent Guarantor would be unable
to fulfill their repurchase obligations to holders of Notes who exercise their right to redeem their Notes
following a Change of Control, which would cause a Default under the Indenture. A Default under the
Indenture, unless waived by holders, would result in a cross default under certain of the financing
arrangements described under ‘‘Description of Other Indebtedness’’.
Neither the Issuer nor the Parent Guarantor will be required to make a Change of Control Offer
if a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer
made by the Issuer or the Parent Guarantor and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. The Change of Control provisions described above will
be applicable whether or not any other provisions of the Indenture are applicable. Except as described
above with respect to a Change of Control, the provisions of the Indenture will not give holders the
right to require the Issuer or the Parent Guarantor to repurchase the Notes in the event of certain
highly leveraged transactions, or certain other transactions, including a reorganization, restructuring,
merger or similar transaction and, in certain circumstances, an acquisition by the Parent Guarantor’s
management or its Affiliates, that may adversely affect holders of the Notes, if such transaction is not a
transaction defined as a Change of Control. Any such transaction, however, would have to comply with
the applicable provisions of the Indenture, including the ‘‘Limitation on Debt’’ covenant. The existence
of a holder of the Notes’ right to require the Issuer or the Parent Guarantor to repurchase such
holder’s Notes upon a Change of Control may deter a third party from acquiring the Parent Guarantor
or its Subsidiaries in a transaction which constitutes a Change of Control.
The Issuer and the Parent Guarantor will comply with the applicable tender offer rules, including
Rule 14e-1 under the Exchange Act, and any other applicable securities laws and regulations (including
those of Ireland) in connection with a Change of Control Offer. To the extent that the provisions of
any securities laws or regulations conflict with provisions of the Indenture, the Issuer and the Parent
Guarantor will comply with the applicable securities laws and regulations and will not be deemed to
have breached their obligations under the Indenture by virtue of such conflict.
‘‘Change of Control’’ means the occurrence of any of the following events:
(a) the consummation of any transaction (including a merger or consolidation) the result of which
is that (i) any person or group, other than one or more Permitted Holders, is or as a result of
such transaction becomes, the beneficial owner, directly or indirectly, or more than 35% of the
total voting power of the Voting Stock of the Parent Guarantor and (ii) the Permitted
Holders, individually or in the aggregate, do not beneficially own, directly or indirectly, a
larger percentage of the total voting power of such Voting Stock than such other person or
group;
106