Ardagh Glass Finance plc - Irish Stock Exchange

Notwithstanding the foregoing, nothing shall prevent the Parent Guarantor or any Restricted
Subsidiary from engaging in a sale and leaseback transaction solely between the Parent Guarantor and
any Restricted Subsidiary or solely between or among Restricted Subsidiaries.
Limitation on Guarantees of Debt by Restricted Subsidiaries
(1) The Parent Guarantor will not permit any Restricted Subsidiary that is not the Issuer or a
Guarantor, directly or indirectly, to guarantee, assume or in any other manner become liable
for the payment of any Pari passu Debt or Subordinated Debt of the Issuer (other than the
Notes), the Parent Guarantor or any Subsidiary Guarantor, unless:
(a) (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to the Indenture providing for a Guarantee of payment of the Notes by
such Restricted Subsidiary on the same terms as the guarantee of such Debt; and
(ii) with respect to any guarantee of Subordinated Debt by such Restricted Subsidiary,
any such guarantee shall be subordinated to such Restricted Subsidiary’s Guarantee
with respect to the Notes at least to the same extent as such Subordinated Debt is
subordinated to the Notes; and
(b) such Restricted Subsidiary waives and will not in any manner whatsoever claim or
take the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against the Parent Guarantor or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its
Guarantee.
This paragraph (1) will not be applicable to any guarantees of any Restricted Subsidiary:
(i) guaranteeing Debt under Credit Facilities permitted to be incurred pursuant to
paragraph (2)(b) of ‘‘—Certain Covenants—Limitation on Debt’’ or existing on the date of the
Indenture;
(ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not
incurred in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary; or
(iii) given to a bank or trust company having combined capital and surplus and undivided profits
of not less than A500 million, whose debt has a rating, at the time such guarantee was given,
of at least A or the equivalent thereof by S&P and at least A2 or the equivalent thereof by
Moody’s, in connection with the operation of cash management programs established for the
Parent Guarantor’s benefit or that of any Restricted Subsidiary.
(2) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions
described in paragraph (1) above may provide by its terms that it will be automatically and
unconditionally released and discharged upon:
(a) any sale, exchange or transfer, to any Person who is not the Parent Guarantor’s Affiliate,
of all of the Capital Stock owned by the Parent Guarantor and its other Restricted
Subsidiaries in, or all or substantially all the assets of, such Restricted Subsidiary (which
sale, exchange or transfer is not prohibited by the Indenture); or
(b) (with respect to any Guarantee created after the date of the Indenture) the release by the
holders of the Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt
described in paragraph (1) above, of their guarantee by such Restricted Subsidiary
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