Ardagh Glass Finance plc - Irish Stock Exchange

Payment (or, if such aggregate cumulative Consolidated Adjusted Net Income shall
be a negative number, minus 100% of such negative amount); plus
(ii) the aggregate Net Cash Proceeds received by the Parent Guarantor after the date of
the Indenture as capital contributions or from the issuance or sale (other than to any
Subsidiary) of shares of the Parent Guarantor’s Qualified Capital Stock or Deeply
Subordinated Funding (including upon the exercise of options, warrants or rights) or
warrants, options or rights to purchase shares of the Parent Guarantor’s Qualified
Capital Stock or Deeply Subordinated Funding (except, in each case to the extent
such proceeds are used to purchase, redeem or otherwise retire Capital Stock or
Subordinated Debt or Deeply Subordinated Funding as set forth in clause (b) or
(c) of paragraph (3) below) (excluding the Net Cash Proceeds from the issuance of
the Parent Guarantor’s Qualified Capital Stock or Deeply Subordinated Funding
financed, directly or indirectly, using funds borrowed from the Parent Guarantor or
any Subsidiary until and to the extent such borrowing is repaid); plus
(iii) (x) the amount by which the Parent Guarantor’s Debt or Debt of any Restricted
Subsidiary is reduced on the Parent Guarantor’s consolidated balance sheet after the
date of the Indenture upon the conversion or exchange (other than by the Parent
Guarantor or its Subsidiary) of such Debt into the Parent Guarantor’s Qualified
Capital Stock or Deeply Subordinated Funding, and (y) the aggregate Net Cash
Proceeds received after the date of the Indenture by the Parent Guarantor from the
issuance or sale (other than to any Subsidiary) of Redeemable Capital Stock that has
been converted into or exchanged for the Parent Guarantor’s Qualified Capital Stock
or Deeply Subordinated Funding, to the extent such Redeemable Capital Stock was
originally sold for cash or Cash Equivalents, together with, in the case of both
clauses (x) and (y), the aggregate Net Cash Proceeds received by the Parent
Guarantor at the time of such conversion or exchange (excluding the Net Cash
Proceeds from the issuance of the Parent Guarantor’s Qualified Capital Stock or
Deeply Subordinated Funding financed, directly or indirectly, using funds borrowed
from the Parent Guarantor or any Subsidiary until and to the extent such borrowing
is repaid); plus
(iv) (x) in the case of the disposition or repayment of any Investment constituting a
Restricted Payment made after the date of the Indenture, an amount (to the extent
not included in Consolidated Adjusted Net Income) equal to the lesser of the return
of capital with respect to such Investment and the initial amount of such Investment,
in either case, less the cost of the disposition of such Investment and net of taxes,
and (y) in the case of the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary (as long as the designation of such Subsidiary as an Unrestricted
Subsidiary was deemed a Restricted Payment), the Fair Market Value of the Parent
Guarantor’s interest in such Subsidiary provided that such amount will not in any case
exceed the amount of the Restricted Payment deemed made at the time that the
Subsidiary was designated as an Unrestricted Subsidiary.
(3) Notwithstanding paragraphs (1) and (2) above, the Parent Guarantor and any Restricted
Subsidiary may take the following actions so long as (with respect to clauses (b) through
(f) and clauses (h) through (j) below) no Default or Event of Default has occurred and is
continuing:
(a) the payment of any dividend within 60 days after the date of its declaration if at such
date of its declaration such payment would have been permitted by the provisions of this
covenant;
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