Ardagh Glass Finance plc - Irish Stock Exchange

‘‘Asset Sale’’ means any sale, issuance, conveyance, transfer, lease or other disposition (including,
without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a
‘‘transfer’’), directly or indirectly, in one or a series of related transactions, of:
(a) any Capital Stock of any Restricted Subsidiary (other than directors’ qualifying shares or
shares required by applicable law to be held by a Person other than the Parent Guarantor or a
Restricted Subsidiary);
(b) all or substantially all of the properties and assets of any division or line of business of the
Parent Guarantor or any Restricted Subsidiary; or
(c) any other of the Parent Guarantor’s or any Restricted Subsidiary’s properties or assets.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(i) any transfer or disposition of assets that is governed by the provisions of the Indenture
described under ‘‘—Certain Covenants—Consolidation, Merger and Sale of Assets’’ and
‘‘—Purchase of Notes upon a Change of Control’’;
(ii) any transfer or disposition of assets by the Parent Guarantor to the Issuer or any Subsidiary
Guarantor, or by any Restricted Subsidiary to the Parent Guarantor, the Issuer or any
Restricted Subsidiary in accordance with the terms of the Indenture;
(iii) any transfer or disposition of obsolete or permanently retired equipment or facilities that are
no longer useful in the conduct of the Parent Guarantor’s and any Restricted Subsidiary’s
business and that are disposed of in the ordinary course of business;
(iv) any disposition of accounts receivable and related assets in a Permitted Receivables Financing;
(v) any single transaction or series of related transactions that involves assets or Capital Stock
having a Fair Market Value of less than A5 million;
(vi) for the purposes of ‘‘—Certain Covenants—Limitation on Sale of Certain Assets’’ only, the
making of a Permitted Investment or a disposition permitted under ‘‘—Certain Covenants—
Limitation on Restricted Payments’’;
(vii) the sale, lease or other disposition of equipment, inventory, property or other assets in the
ordinary course of business;
(viii)the lease, assignment or sublease of any real or personal property in the ordinary course of
business;
(ix) an issuance of Capital Stock by a Restricted Subsidiary to the Parent Guarantor or to another
Restricted Subsidiary;
(x) a Permitted Investment or a Restricted Payment (or a transaction that would constitute a
Restricted Payment but for the exclusions from the definition thereof) that is not prohibited
by the ‘‘—Certain Covenants—Limitation on Restricted Payments’’ covenant;
(xi) any disposition of Capital Stock, Debt or other securities of any Unrestricted Subsidiary; or
(xii) sales of assets received by the Parent Guarantor or any Restricted Subsidiary upon the
foreclosure on a Lien granted in favor of the Parent Guarantor or any Restricted Subsidiary.
‘‘Attributable Debt’’ means, with respect to any sale and leaseback transaction at the time of
determination, the present value (discounted at the interest rate implicit in the lease determined in
accordance with GAAP or, if not known, at the Issuer’s incremental borrowing rate) of the total
obligations of the lessee of the property subject to such lease for rental payments during the remaining
term of the lease included in such sale and leaseback transaction, including any period for which such
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