Ardagh Glass Finance plc - Irish Stock Exchange

(ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results.
In the event of any such designation, the Parent Guarantor will be deemed to have made an
Investment constituting a Restricted Payment pursuant to the ‘‘Limitation on Restricted Payments’’
covenant for all purposes of the Indenture 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.
The Indenture will further provide that neither the Parent Guarantor nor any Restricted Subsidiary
will at any time:
(a) provide a guarantee of, or similar credit support to, any Debt of any Unrestricted Subsidiary
(including of any undertaking, agreement or instrument evidencing such Debt); provided that
the Parent Guarantor or any Restricted Subsidiary may pledge Capital Stock or Debt of any
Unrestricted Subsidiary on a nonrecourse basis as long as the pledgee has no claim
whatsoever against the Parent Guarantor or any Restricted Subsidiary other than to obtain
such pledged property, except to the extent permitted under the ‘‘Limitation on Restricted
Payments’’ and ‘‘Limitation on Transactions with Affiliates’’ covenants;
(b) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary, except to the
extent permitted under the ‘‘Limitation on Restricted Payments’’ and ‘‘Limitation on
Transactions with Affiliates’’ covenants; or
(c) be directly or indirectly liable for any other Debt that provides that the holder thereof may
(upon notice, lapse of time or both) declare a default thereon (or cause the payment thereof
to be accelerated or payable prior to its final scheduled maturity) upon the occurrence of a
default with respect to any other Debt that is Debt of an Unrestricted Subsidiary (including
any corresponding right to take enforcement action against such Unrestricted Subsidiary).
The Parent Guarantor’s board of directors may designate any Unrestricted Subsidiary as a
Restricted Subsidiary if:
(a) no Default or Event of Default has occurred and is continuing at the time of or will occur and
be continuing after giving effect to such designation; and
(b) unless such redesignated Subsidiary shall not have any Debt outstanding (other than Debt that
would be Permitted Debt), immediately before and after giving effect to such proposed
designation, and after giving pro forma effect to the incurrence of any such Debt of such
redesignated Subsidiary as if such Debt was incurred on the date of the redesignation, the
Parent Guarantor could incur A1.00 of additional Debt (other than Permitted Debt) pursuant
to the ‘‘Limitation on Debt’’ covenant.
Any such designation as an Unrestricted Subsidiary or Restricted Subsidiary by the Parent
Guarantor’s board of directors will be evidenced to the Trustee by filing a resolution of the Parent
Guarantor’s board of directors with the Trustee giving effect to such designation and an Officer’s
Certificate certifying that such designation complies with the foregoing conditions, and giving the
effective date of such designation. Any such filing with the Trustee must occur within 45 days after the
end of the Parent Guarantor’s fiscal quarter in which such designation is made (or, in the case of a
designation made during the last fiscal quarter of the Parent Guarantor’s fiscal year, within 90 days
after the end of such fiscal year).
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