Ardagh Glass Finance plc - Irish Stock Exchange

or pursuant to the agreement so extended, renewed, amended, modified, restated,
supplemented, refunded, refinanced or replaced.
Limitation on Layered Debt
The Subsidiary Guarantors will not incur, create, issue, assume, guarantee or otherwise become
liable for any Debt that is subordinate or junior in right of payment to any Senior Debt of the
Subsidiary Guarantors and senior in any respect in right of payment to the Guarantees or any other
Pari passu Debt of the Subsidiary Guarantors; provided that the foregoing limitation will not apply to
distinctions between categories of Senior Debt that exist by reason of any Liens or guarantees arising
or created in respect of some but not all of such Senior Debt or pursuant to the Intercreditor
Agreement.
Designation of Unrestricted and Restricted Subsidiaries
The Parent Guarantor’s board of directors may designate any Subsidiary (including newly acquired
or newly established Subsidiaries) to be an ‘‘Unrestricted Subsidiary’’ only if:
(a) no Default has occurred and is continuing at the time of or after giving effect to such
designation;
(b) the Parent Guarantor would be permitted to make an Investment (including a Permitted
Investment described in clause (n) of the definition of Permitted Investment but excluding any
other Permitted Investment) at the time of designation (assuming the effectiveness of such
designation) pursuant to the ‘‘Limitation on Restricted Payments’’ covenant in an amount
equal to the greater of (i) the net book value of the Parent Guarantor’s interest in such
Subsidiary calculated in accordance with GAAP or (ii) the Fair Market Value of the Parent
Guarantor’s interest in such Subsidiary;
(c) neither the Parent Guarantor nor any Restricted Subsidiary has a contract, agreement,
arrangement, understanding or obligation of any kind, whether written or oral, with such
Subsidiary unless the terms of such contract, arrangement, understanding or obligation are no
less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Parent Guarantor or of any
Restricted Subsidiary;
(d) such Subsidiary does not own any Capital Stock, Redeemable Capital Stock or Debt of, or
own or hold any Lien on any property or assets of, or have any Investment in, the Parent
Guarantor or any other Restricted Subsidiary;
(e) such Subsidiary is not liable, directly or indirectly, with respect to any Debt, Lien or other
obligation that, if in default, would result (with the passage of time or notice or otherwise) in
a default on any of the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary,
provided that an Unrestricted Subsidiary may provide a Guarantee for the Notes and (if
providing a Guarantee of the Notes) the Existing Ardagh Bonds and the Debt outstanding
under the Senior Facilities Agreement;
(f) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does
not operate, directly or indirectly, all or substantially all of the business of the Parent
Guarantor and its Subsidiaries; and
(g) such Subsidiary is a Person with respect to which neither the Parent Guarantor nor any of the
Restricted Subsidiaries has any direct or indirect obligation to:
(i) subscribe for additional Capital Stock of such Person; or
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