Ardagh Glass Finance plc - Irish Stock Exchange

directly secured by a Lien on such property, assets or proceeds that is senior in priority to the
Lien securing the Subordinated Debt until such time as the Subordinated Debt is no longer
secured by a Lien; and
(b) in the case of any other Lien, the Issuer’s obligations in respect of the Notes (or a Guarantee
in the case of Liens securing Indebtedness of a Guarantor), and all other amounts due under
the Indenture are equally and ratably secured with the obligation or liability secured by such
Lien.
Limitation on Sale of Certain Assets
(1) The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, consummate
any Asset Sale unless:
(a) the consideration the Parent Guarantor or such Restricted Subsidiary receives for such
Asset Sale is not less than the Fair Market Value of the assets sold (as determined in
good faith by the Parent Guarantor’s board of directors);
(b) at least 75% of the consideration the Parent Guarantor or such Restricted Subsidiary
receives in respect of such Asset Sale consists of (i) cash (including any Net Cash
Proceeds received from the conversion within 90 days of such Asset Sale of securities,
notes or other obligations received in consideration of such Asset Sale); (ii) Cash
Equivalents; (iii) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or
Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which
neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in
respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other
Restricted Subsidiary is released from any guarantee of such Debt as a result of such
Asset Sale; (iv) Replacement Assets; or (v) a combination of the consideration specified
in clauses (i) to (iv); and
(c) the Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that such
Asset Sale complies with the provisions described in the foregoing clauses (a) and (b).
(2) If the Parent Guarantor or any Restricted Subsidiary consummates an Asset Sale, the Net
Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset
Sale, may be used by the Parent Guarantor or such Restricted Subsidiary to (i) permanently
repay or prepay any then outstanding Senior Debt of the Parent Guarantor or any Restricted
Subsidiary (and to effect a corresponding commitment reduction if such Senior Debt is
revolving credit borrowings) owing to a Person other than the Parent Guarantor or a
Restricted Subsidiary, or (ii) invest in any Replacement Assets, or (iii) any combination of the
foregoing. The amount of such Net Cash Proceeds not so used as set forth in this
paragraph (2) constitutes ‘‘Excess Proceeds’’. The Parent Guarantor may reduce revolving
credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not
prohibited by the terms of the Indenture.
(3) The Parent Guarantor or the Issuer may also at any time, and the Parent Guarantor or the
Issuer will within 20 Business Days after the aggregate amount of Excess Proceeds exceeds
A25 million, make an offer to purchase (an ‘‘Excess Proceeds Offer’’) from all holders of
Notes and from the holders of any Pari passu Debt, to the extent required by the terms
thereof, on a pro rata basis, in accordance with the procedures set forth in the Indenture or
the agreements governing any such Pari passu Debt, the maximum principal amount
(expressed as a multiple of A1,000) of the Notes and any such Pari passu Debt that may be
purchased with the amount of the Excess Proceeds. The offer price as to each Note and any
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