Ardagh Glass Finance plc - Irish Stock Exchange

or otherwise become responsible for, contingently or otherwise, the payment of (individually
and collectively, to ‘‘incur’’ or, as appropriate, an ‘‘incurrence’’), any Debt (including any
Acquired Debt); provided that the Parent Guarantor, the Issuer and any Restricted Subsidiary
will be permitted to incur Debt (including Acquired Debt) if in each case (a) after giving
effect to the incurrence of such Debt and the application of the proceeds thereof, on a pro
forma basis, no Default or Event of Default would occur or be continuing and (b) at the time
of such incurrence and after giving effect to the incurrence of such Debt and the application
of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio
for the four full fiscal quarters for which financial statements are available immediately
preceding the incurrence of such Debt, taken as one period, would be greater than 2.0 to 1.0.
(2) This covenant will not, however, prohibit the following (collectively, ‘‘Permitted Debt’’):
(a) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt under
Credit Facilities, Additional Notes and the Senior Secured Notes (including additional
Senior Secured Notes) in an aggregate principal amount at any one time outstanding not
to exceed an amount equal to A555,000,000;
(b) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt under
Credit Facilities in an aggregate principal amount not to exceed the greater of
(i) A150,000,000 and (ii) an amount equal to (I) 85% of Total Receivables plus 60% of
Total Inventories less (II) A150,000,000;
(c) (i) any Debt of the Parent Guarantor or any Restricted Subsidiary (other than Debt
described in clauses (a) and (b) of this paragraph) outstanding on the date of the
Indenture, (ii) the 2007 Notes and (iii) the Notes;
(d) the incurrence by the Parent Guarantor or any Restricted Subsidiary of intercompany
Debt between the Parent Guarantor and any Restricted Subsidiary or between or among
Restricted Subsidiaries; provided that:
(i) if the Issuer or a Guarantor is the obligor on any such Debt, unless required by a
Credit Facility, it is unsecured; and
(ii) (x) any disposition, pledge or transfer of any such Debt to a Person (other than a
disposition, pledge or transfer to the Parent Guarantor or a Restricted Subsidiary)
and (y) any transaction pursuant to which any Restricted Subsidiary that has Debt
owing by the Parent Guarantor or another Restricted Subsidiary ceases to be a
Restricted Subsidiary, will, in each case, be deemed to be an incurrence of such Debt
not permitted by this clause (d);
(e) guarantees of the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary by any
Restricted Subsidiary that are permitted by and made in accordance with the provisions
of the ‘‘Limitation on Guarantees of Debt by Restricted Subsidiaries’’ covenant described
below;
(f) the incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt represented
by Capitalized Lease Obligations, mortgage financings, purchase money obligations or
other Debt incurred or assumed in connection with the acquisition or development of real
or personal, movable or immovable, property or assets, in each case, incurred for the
purpose of financing or refinancing all or any part of the purchase price, lease expense or
cost of construction or improvement of property plant or equipment used in the Parent
Guarantor’s or any Restricted Subsidiary’s business (including any reasonable related fees
or expenses incurred in connection with such acquisition or development); provided that
the principal amount of such Debt so incurred when aggregated with other Debt
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