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Ardagh Glass Finance plc - Irish Stock Exchange

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(c)<br />

(including any deemed release upon payment in full of all obligations under such Debt<br />

other than as a result of payment under such guarantee), at a time when:<br />

(i) no other Debt of the Issuer, the Parent Guarantor or any Subsidiary Guarantor has<br />

been guaranteed by such Restricted Subsidiary; or<br />

(ii) the holders of all such other Debt that is guaranteed by such Restricted Subsidiary<br />

also release their guarantee by such Restricted Subsidiary (including any deemed<br />

release upon payment in full of all obligations under such Debt other than as a result<br />

of payment under such guarantee); or<br />

the release of the Guarantees on the terms and conditions and in the circumstances<br />

described in ‘‘—Ranking of the Notes and the Guarantees; Subordination’’ and in ‘‘—The<br />

Guarantees’’.<br />

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries<br />

(1) The Parent Guarantor will not, and will not permit any Restricted Subsidiary to, directly or<br />

indirectly, create or otherwise cause or suffer to exist or become effective any consensual<br />

encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:<br />

(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its<br />

Capital <strong>Stock</strong> or any other interest or participation in, or measured by, its profits;<br />

(b) pay any Debt owed to the Parent Guarantor or any other Restricted Subsidiary;<br />

(c) make loans or advances to the Parent Guarantor or any other Restricted Subsidiary; or<br />

(d) transfer any of its properties or assets to the Parent Guarantor or any other Restricted<br />

Subsidiary.<br />

(2) The provisions of the covenant described in paragraph (1) above will not apply to:<br />

(a) encumbrances and restrictions imposed by the Notes, the Existing <strong>Ardagh</strong> Bonds, the<br />

Indenture, the 2007 Indenture, the 2009 Indenture, the Senior Credit Facilities, the<br />

Intercreditor Agreement, the Senior PIK Notes and the security documents related<br />

thereto or by other indentures or agreements governing other Debt we incur ranking<br />

equally with the Notes provided that the encumbrances or restrictions imposed by such<br />

other indentures or agreements are not materially more restrictive, taken as a whole, than<br />

the encumbrances or restrictions imposed by the Indenture;<br />

(b) any customary encumbrances or restrictions created under any agreements with respect to<br />

Debt of the Parent Guarantor or any Restricted Subsidiary permitted to be incurred<br />

subsequent to the date of the Indenture pursuant to the provisions of ‘‘—Limitation on<br />

Debt’’, including encumbrances or restrictions imposed by Debt permitted to be incurred<br />

under Credit Facilities or any guarantees thereof in accordance with such covenant;<br />

provided that such agreements do not prohibit the payment of interest with respect to the<br />

Notes or the Guarantees absent a default or event of default under such agreement;<br />

(c) encumbrances or restrictions contained in any agreement in effect on the date of the<br />

Indenture (other than an agreement described in another clause of this paragraph (2));<br />

(d) with respect to restrictions or encumbrances referred to in clause (1)(d) above,<br />

encumbrances and restrictions that restrict in a customary manner the subletting,<br />

assignment or transfer of any properties or assets that are subject to a lease, license,<br />

conveyance or other similar agreement to which the Parent Guarantor or any Restricted<br />

Subsidiary is a party;<br />

119

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