Ardagh Glass Finance plc - Irish Stock Exchange

indirectly, to issue or sell, any shares of Capital Stock of a Restricted Subsidiary (including options,
warrants or other rights to purchase shares of such Capital Stock). The foregoing sentence, however,
will not apply to:
(a) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary to the Parent
Guarantor or a Restricted Subsidiary;
(b) any issuance or sale to directors of directors’ qualifying shares or issuances or sales of shares
of Capital Stock of Restricted Subsidiaries to be held by third parties, in each case to the
extent required by applicable law;
(c) any issuance or sale of shares of Capital Stock of a Restricted Subsidiary if, immediately after
giving effect to such issuance or sale, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary and any remaining Investment in such Person would have been
permitted to be made under the ‘‘Limitation on Restricted Payments’’ covenant if made on the
date of such issuance or sale;
(d) any issuance of shares of Capital Stock of a Restricted Subsidiary, if after giving effect to such
issuance, such Restricted Subsidiary remains a Restricted Subsidiary; and
(e) Capital Stock issued by a Person prior to the time:
(i) such Person becomes a Restricted Subsidiary,
(ii) such Person consolidates or merges with or into a Restricted Subsidiary, or
(iii) a Restricted Subsidiary consolidates or merges with or into such Person,
but only if such Capital Stock was not issued or incurred by such Person in anticipation of it
becoming a Restricted Subsidiary.
Limitation on Transactions with Affiliates
The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or suffer to exist any transaction or series of related transactions (including,
without limitation, the sale, purchase, exchange or lease of assets or property or the rendering of any
service), with, or for the benefit of, any Affiliate of the Parent Guarantor or any Restricted Subsidiary’s
Affiliate unless such transaction or series of transactions is entered into in good faith (and, in the case
of such a transaction or series of transactions having a value greater than A10 million, in writing) and:
(a) such transaction or series of transactions is on terms that, taken as a whole, are not materially
less favorable to the Parent Guarantor or such Restricted Subsidiary, as the case may be, than
those that could have been obtained in a comparable arm’s length transaction with third
parties that are not Affiliates;
(b) with respect to any transaction or series of related transactions involving aggregate payments
or the transfer of assets or provision of services, in each case having a value greater than
A10 million, the Parent Guarantor will deliver a resolution of its board of directors (set out in
an Officer’s Certificate to the Trustee) resolving that such transaction complies with clause (a)
above and that the fairness of such transaction has been approved by a majority of the
Disinterested Directors (or in the event there is only one Disinterested Director, by such
Disinterested Director) of the Parent Guarantor’s board of directors; and
(c) with respect to any transaction or series of related transactions involving aggregate payments
or the transfer of assets or the provision of services, in each case having a value greater than
A20 million, the Parent Guarantor will deliver to the Trustee a written opinion of an
accounting, appraisal, investment banking or advisory firm of international standing stating
that the transaction or series of transactions is fair to the Parent Guarantor or such Restricted
Subsidiary from a financial point of view.
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