Ardagh Glass Finance plc - Irish Stock Exchange

Guarantor would dispose of, all or substantially all of the Parent Guarantor’s properties and assets
(other than Capital Stock, Debt or other securities of any Unrestricted Subsidiary) to any other Person
or Persons and the Parent Guarantor will not permit any Restricted Subsidiary to enter into any such
transaction or series of transactions if such transaction or series of transactions, in the aggregate, would
result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all
of the properties and assets (other than Capital Stock, Debt or other securities of any Unrestricted
Subsidiary) of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis to any other
Person or Persons. The previous sentence will not apply if:
(a) at the time of, and immediately after giving effect to, any such transaction or series of
transactions, either (i) the Parent Guarantor will be the continuing corporation or (ii) the
Person (if other than the Parent Guarantor) formed by or surviving any such consolidation or
merger or to which such sale, assignment, conveyance, transfer, lease or disposition of all or
substantially all the properties and assets of the Parent Guarantor and the Restricted
Subsidiaries on a consolidated basis has been made (the ‘‘Surviving Entity’’):
(x) will be a corporation duly incorporated and validly existing under the laws of any member
state of the European Union or the European Economic Area, the United States of
America, any state thereof, the District of Columbia, Canada, Switzerland, Australia or
Bermuda; and
(y) will expressly assume, by a supplemental indenture in form satisfactory to the Trustee, the
Parent Guarantor’s obligations under the Notes and the Indenture and the Notes and the
Indenture will remain in full force and effect as so supplemented;
(b) immediately after giving effect to such transaction or series of transactions on a pro forma
basis (and treating any obligation of the Parent Guarantor or any Restricted Subsidiary
incurred in connection with or as a result of such transaction or series of transactions as
having been incurred by the Parent Guarantor or such Restricted Subsidiary at the time of
such transaction), no Default or Event of Default will have occurred and be continuing;
(c) immediately before and immediately after giving effect to such transaction or series of
transactions on a pro forma basis (on the assumption that the transaction or series of
transactions occurred on the first day of the four-quarter fiscal period immediately prior to
the consummation of such transaction or series of transactions with the appropriate
adjustments with respect to the transaction or series of transactions being included in such pro
forma calculation), the Parent Guarantor (or the Surviving Entity if the Parent Guarantor is
not the continuing obligor under the Indenture) could incur at least A1.00 of additional Debt
under the provisions of the ‘‘Limitation on Debt’’ covenant;
(d) any Subsidiary Guarantor, unless it is the other party to the transactions described above, will
have by supplemental indenture confirmed that its Guarantee will apply to such Person’s
obligations under the Indenture and the Notes;
(e) any of the Parent Guarantor’s or any Restricted Subsidiary’s property or assets would
thereupon become subject to any Lien, the provisions of the ‘‘Limitation on Liens’’ covenant
are complied with; and
(f) the Parent Guarantor or the Surviving Entity will have delivered to the Trustee, in form and
substance satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to
demonstrate compliance with clause (c) above) and an opinion of independent counsel, each
stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other
disposition, and if a supplemental indenture is required in connection with such transaction,
such supplemental indenture, comply with the requirements of the Indenture and that all
conditions precedent in the Indenture relating to such transaction have been satisfied and that
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