Ardagh Glass Finance plc - Irish Stock Exchange

(e) in the case of Covenant Defeasance, the Issuer or the Parent Guarantor must have delivered
to the Trustee an opinion of counsel reasonably acceptable to the Trustee to the effect that
the beneficial owners of the outstanding Notes will not recognize income, gain or loss for tax
purposes in the United Kingdom as a result of such Covenant Defeasance and will be subject
to tax in the United Kingdom on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;
(f) no Default or Event of Default will have occurred and be continuing (i) on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) or (ii) insofar as bankruptcy or insolvency events described in
clause (1)(j) of ‘‘—Events of Default’’ above is concerned, at any time during the period
ending on the 123 rd day after the date of such deposit;
(g) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee for the Notes to
have a conflicting interest as defined in the Indenture and for purposes of the Trust Indenture
Act with respect to any of the Issuer’s securities;
(h) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under (other than a Default or Event of Default resulting from the
borrowing of funds to be applied to such deposit), the Indenture or any material agreement or
instrument to which the Parent Guarantor or any Restricted Subsidiary is a party or by which
the Parent Guarantor or any Restricted Subsidiary is bound;
(i) such defeasance or Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the U.S. Investment Company Act
of 1940 unless such trust shall be registered under such Act or exempt from registration
thereunder;
(j) the Issuer or the Parent Guarantor must have delivered to the Trustee an opinion of
independent counsel in the country of the Issuer’s incorporation to the effect that after the
123 rd day following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights
generally and an opinion of independent counsel reasonably acceptable to the Trustee that the
Trustee shall have a perfected security interest in such trust funds for the ratable benefit of
the holders of the Notes;
(k) the Issuer or the Parent Guarantor must have delivered to the Trustee an Officer’s Certificate
stating that the deposit was not made by the Issuer or the Parent Guarantor with the intent of
preferring the holders of the Notes over the other creditors of the Issuer or the Parent
Guarantor with the intent of defeating, hindering, delaying or defrauding creditors of the
Issuer the Parent Guarantor or others, or removing assets beyond the reach of the relevant
creditors or increasing debts of the Issuer or the Parent Guarantor to the detriment of the
relevant creditors;
(l) no event or condition shall exist that would prevent the Issuer from making payments of the
principal of, premium, if any, and interest on the Notes on the date of such deposit or at any
time ending on the 123 rd day after the date of such deposit; and
(m) the Issuer or the Parent Guarantor must have delivered to the Trustee an Officer’s Certificate
and an opinion of counsel, each stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied
with.
If the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the
principal of, premium, if any, and interest on the Notes when due because of any acceleration
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