Ardagh Glass Finance plc - Irish Stock Exchange

(b) the sale, transfer, conveyance or other disposition (other than by way of merger, consolidation
or transfer of the Parent Guarantor’s Voting Stock) of all or substantially all of the assets
(other than Capital Stock, Debt or other securities of any Unrestricted Subsidiary) of the
Parent Guarantor, the Issuer and its Restricted Subsidiaries, on a consolidated basis, (i) if
following such sale, transfer, conveyance or other disposition, the transferee entity is not listed
on a stock exchange or automated quoting system and any person or group, other than one or
more Permitted Holders, is or as a result of such sale, transfer, conveyance or other
disposition becomes the beneficial owner, directly or indirectly, of a larger percentage of the
total voting power of the Voting Stock of the transferee entity than the Permitted Holders,
individually or in the aggregate or (ii) if the transferee entity is and is expected to continue to
be listed on a stock exchange or automated quotation system following such sale, transfer,
conveyance or other disposition (x) 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, of more than 35% of the total voting power of the Voting Stock of the transferee
entity and (y) 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 groups;
(c) during any consecutive two-year period following the date of the Indenture, individuals who at
the beginning of such period constituted the Parent Guarantor’s board of directors (together
with any new members whose election to such board, or whose nomination for election by the
Parent Guarantor’s shareholders, was approved by a vote of at least a majority of the
members of the Parent Guarantor’s board of directors then still in office who were either
members at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the members of the
Parent Guarantor’s board of directors then in office;
(d) the Parent Guarantor or the Issuer is liquidated or dissolved or adopts a plan of liquidation or
dissolution other than in a transaction which complies with the provisions described under
‘‘—Certain Covenants—Consolidation, Merger and Sale of Assets’’; or
(e) the Parent Guarantor or any Surviving Entity ceases to beneficially own, directly or indirectly,
100% of the Voting Stock of the Issuer, other than director’s qualifying shares and other
shares required to be issued by law.
For the purposes of this definition, (i) ‘‘person’’ and ‘‘group’’ have the meanings they have in
Sections 13(d) and 14(d) of the Exchange Act; (ii)’’beneficial owner’’ is used as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have ‘‘beneficial
ownership’’ of all securities that such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time; and (iii) a Person or group will be deemed to
beneficially own all Voting Stock of an entity held by a parent entity, if such Person or group is or
becomes the beneficial owner, directly or indirectly, of more than 35% of the total voting power of the
Voting Stock of such parent entity and 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 Person or group.
Certain Covenants
The Indenture will contain, among others, the following covenants.
Limitation on Debt
(1) The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, create, issue,
incur, assume, guarantee or in any manner become directly or indirectly liable with respect to
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