Ardagh Glass Finance plc - Irish Stock Exchange

Notwithstanding the foregoing, the restrictions set forth in this description will not apply to:
(i) customary directors’ fees, indemnification and similar arrangements (including the payment of
directors’ and officers’ insurance premiums), consulting fees, employee salaries, bonuses,
employment agreements and arrangements, compensation or employee benefit arrangements,
including stock options or legal fees, so long as the Parent Guarantor’s board of directors has
approved the terms thereof and deemed the services theretofore or thereafter to be
performed for such compensation or payments to be fair consideration therefor, provided that
the restrictions set forth in this description will apply to any fees paid in respect of
engineering or other similar services to any Unrestricted Subsidiary or any employee thereof;
(ii) any Restricted Payments not prohibited by the ‘‘Limitation on Restricted Payments’’ covenant
or the making of an Investment that is a Permitted Investment;
(iii) agreements and arrangements existing on the date of the Indenture and any amendment,
modification or supplement thereto, provided that any such amendment, modification or
supplement to the terms thereof is not more disadvantageous to the holders of the Notes and
to the Parent Guarantor and the Restricted Subsidiaries, as applicable, in any material respect
than the original agreement or arrangement as in effect on the date of the Indenture and
provided, further, that such amendment or modification is (x) on a basis substantially similar to
that which would be conducted in an arm’s length transaction with third parties who are not
Affiliates and (y) in the case of any transaction having a Fair Market Value of greater than
A10 million, approved by the Parent Guarantor’s board of directors (including a majority of
the Disinterested Directors);
(iv) any payments or other transactions pursuant to a tax sharing agreement between the Parent
Guarantor and any other Person with which the Parent Guarantor files a consolidated tax
return or with which the Parent Guarantor is part of a consolidated group for tax purposes or
any tax advantageous group contribution made pursuant to applicable legislation;
(v) the issuance of securities pursuant to, or for the purpose of the funding of, employment
arrangements, stock options, and stock ownership plans, as long as the terms thereof are or
have been previously approved by the Parent Guarantor’s board of directors;
(vi) the granting and performance of registration rights for the Parent Guarantor’s securities;
(vii) (A) issuances or sales of Qualified Capital Stock of the Parent Guarantor or Deeply
Subordinated Funding and (B) any amendment, waiver or other transaction with respect to
any Deeply Subordinated Funding in compliance with the other provisions of the Indenture;
and
(viii)transactions between or among the Parent Guarantor and the Restricted Subsidiaries or
between or among Restricted Subsidiaries.
Limitation on Liens
The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind (except for Permitted Liens) or
assign or otherwise convey any right to receive any income, profits or proceeds on or with respect to
any of the Parent Guarantor’s or any Restricted Subsidiary’s property or assets, including any shares of
stock or any Debt of any Restricted Subsidiary but excluding any Capital Stock, Debt or other
securities of any Unrestricted Subsidiary, whether owned at or acquired after the date of the Indenture,
or any income, profits or proceeds therefrom unless:
(a) in the case of any Lien securing Subordinated Debt, the Issuer’s obligations in respect of the
Notes (or a Guarantee in the case of Liens securing Subordinated Debt of a Guarantor) are
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