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Ardagh Glass Finance plc - Irish Stock Exchange

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(y) if, since the beginning of such period, the Parent Guarantor or any Restricted Subsidiary (by<br />

merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any<br />

Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any<br />

acquisition of an asset occurring in connection with a transaction causing a calculation to be<br />

made hereunder, which constitutes all or substantially all of an operating unit of a business,<br />

Consolidated Adjusted Net Income and Consolidated Net Interest Expense for such period<br />

shall be calculated after giving pro forma effect thereto (including the incurrence of any Debt)<br />

as if such Investment or acquisition occurred on the first day of such period; and<br />

(z) if, since the beginning of such period, any Person (that subsequently became a Restricted<br />

Subsidiary or was merged with or into the Parent Guarantor or any Restricted Subsidiary since<br />

the beginning of such period) shall have made any Asset Sale or any Investment or acquisition<br />

of assets that would have required an adjustment pursuant to clause (x) or (y) above if made<br />

by the Parent Guarantor or a Restricted Subsidiary during such period, Consolidated Adjusted<br />

Net Income and Consolidated Net Interest Expense for such period shall be calculated after<br />

giving pro forma effect thereto as if such Asset Sale or Investment or acquisition occurred on<br />

the first day of such period.<br />

If any Debt bears a floating rate of interest and is being given pro forma effect, the interest<br />

expense on such Debt shall be calculated as if the rate in effect on the date of determination had been<br />

the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable<br />

to such Debt for a period equal to the remaining term of such Interest Rate Agreement).<br />

‘‘Consolidated Net Interest Expense’’ means, for any period, without duplication and in each case<br />

determined on a consolidated basis in accordance with GAAP, the sum of:<br />

(a) the Parent Guarantor’s and the Restricted Subsidiaries’ total interest expense for such period,<br />

including, without limitation:<br />

(i) amortization of debt discount;<br />

(ii) the net costs of Commodity Hedging Agreements, Interest Rate Agreements and<br />

Currency Agreements (including amortization of fees and discounts);<br />

(iii) commissions, discounts and other fees and charges owed with respect to letters of credit<br />

and bankers’ acceptance financing and similar transactions;<br />

(iv) the interest portion of any deferred payment obligation and amortization of debt issuance<br />

costs; plus<br />

(b) the interest component of the Parent Guarantor’s and the Restricted Subsidiaries’ Capitalized<br />

Lease Obligations accrued and/or scheduled to be paid or accrued during such period other<br />

than the interest component of Capitalized Lease Obligations between or among the Parent<br />

Guarantor and any Restricted Subsidiary or between or among Restricted Subsidiaries; plus<br />

(c) the Parent Guarantor’s and the Restricted Subsidiaries non-cash interest expenses and interest<br />

that was capitalized during such period; plus<br />

(d) the interest expense on Debt of another Person to the extent such Debt is guaranteed by the<br />

Parent Guarantor or any Restricted Subsidiary or secured by a Lien on the Parent Guarantor’s<br />

or any Restricted Subsidiary’s assets, but only to the extent that such interest is actually paid<br />

by the Parent Guarantor or such Restricted Subsidiary; minus<br />

(e) the interest income of the Parent Guarantor and the Restricted Subsidiaries during such<br />

period.<br />

139

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