Ardagh Glass Finance plc - Irish Stock Exchange

such Pari passu Debt will be payable in cash in an amount equal to (solely in the case of the
Notes) 100% of the principal amount of such Note and (solely in the case of Pari passu Debt)
no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari
passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase.
To the extent that the aggregate principal amount of Notes and any such Pari passu Debt
tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess
Proceeds, the Parent Guarantor may use the amount of such Excess Proceeds not used to
purchase Notes and Pari passu Debt for general corporate purposes that are not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and any such Pari
passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate
amount of Excess Proceeds, the Notes and any such Pari passu Debt to be purchased will be
selected by the Trustee on a pro rata basis (based upon the principal amount of Notes and the
principal amount or accreted value of such Pari passu Debt tendered by each holder). Upon
completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset
to zero.
(4) If the Parent Guarantor or the Issuer is obligated to make an Excess Proceeds Offer, the
Parent Guarantor or the Issuer will purchase the Notes and Pari passu Debt, at the option of
the holders thereof, in whole or in part in integral multiples of A1,000, on a date that is not
earlier than 30 days and not later than 60 days from the date the notice of the Excess
Proceeds Offer is given to such holders, or such later date as may be required under the
Exchange Act provided that Notes of A50,000 will be purchased in full. If the Parent
Guarantor or the Issuer is required to make an Excess Proceeds Offer, the Parent Guarantor
and the Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under
the Exchange Act, and any other applicable securities laws and regulations, including any
securities laws of Ireland and the requirements of any applicable securities exchange on which
Notes or the Existing Ardagh Bonds are then listed. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this covenant, we will comply with
such securities laws and regulations and will not be deemed to have breached our obligations
described in this covenant by virtue thereof.
Limitation on Sale and Leaseback Transactions
The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, enter into any
sale and leaseback transaction with respect to any property or assets (whether now owned or hereafter
acquired), unless:
(a) the sale or transfer of such property or assets to be leased is treated as an Asset Sale and the
Parent Guarantor and the Restricted Subsidiaries comply with the ‘‘Limitation on Sale of
Certain Assets’’ covenant, including the provisions concerning the application of Net Cash
Proceeds (treating all of the consideration received in such sale and leaseback transaction as
Net Cash Proceeds for the purposes of such covenant);
(b) the Parent Guarantor or such Restricted Subsidiary, as applicable, would be permitted to incur
Debt under the ‘‘Limitation on Debt’’ covenant in the amount of the Attributable Debt
incurred in respect of such sale and leaseback transaction; and
(c) the Parent Guarantor or such Restricted Subsidiary, as applicable, would be permitted to grant
a Lien to secure Debt under the ‘‘Limitation on Liens’’ covenant in the amount of the
Attributable Debt in respect of such sale and leaseback transaction.
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