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Ardagh Glass Finance plc - Irish Stock Exchange

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otherwise require any cash payment (other than as a result of insolvency proceedings of the Parent<br />

Guarantor), in each case prior to the 90th day following the repayment in full of the Notes and all<br />

other amounts due under the Indenture, (iii) does not provide for or require any security interest or<br />

encumbrance over any asset of the Parent Guarantor or any Restricted Subsidiary and (iv) does not<br />

contain any covenants (financial or otherwise) other than a covenant to pay such Deeply Subordinated<br />

Funding.<br />

‘‘Default’’ means any event that is, or after notice or passage of time or both would be, an Event<br />

of Default.<br />

‘‘Designated Senior Debt’’ means (a) any Debt outstanding under the Senior Credit Facilities and<br />

the Senior Secured Notes and (b) any other Senior Debt permitted under the Indenture the principal<br />

amount of which is A20 million or more as of the date of determination and that has been designated<br />

by the Issuer, the Parent Guarantor or the relevant Restricted Subsidiary as ‘‘Designated Senior Debt’’.<br />

‘‘Disinterested Director’’ means, with respect to any transaction or series of related transactions, a<br />

member of the Parent Guarantor’s board of directors who does not have any material direct or indirect<br />

financial interest in or with respect to such transaction or series of related transactions or is not an<br />

Affiliate, or an officer, director or employee of any Person (other than the Parent Guarantor or any<br />

Restricted Subsidiary) who has any direct or indirect financial interest in or with respect to such<br />

transaction or series of related transactions; provided that no member of the Parent Guarantor’s board<br />

of directors shall be deemed to have any such direct or indirect financial interest solely as a result of<br />

such member’s ownership of Capital <strong>Stock</strong> of <strong>Ardagh</strong> <strong>Glass</strong> Group <strong>plc</strong> or any successor or holding<br />

company thereof or such member’s serving on the board of directors of <strong>Ardagh</strong> <strong>Glass</strong> Group <strong>plc</strong> or any<br />

successor or holding company thereof.<br />

‘‘Enforcement Action’’ means, in relation to any Debt of a Subsidiary Guarantor, any action<br />

(whether taken by the relevant creditor or creditors or an agent or trustee on its or their behalf) to:<br />

(a) demand payment, declare prematurely due and payable or otherwise seek to accelerate<br />

payment of all or any part of such Debt;<br />

(b) recover all or any part of such Debt (including, by exercising any rights of set-off or<br />

combination of accounts);<br />

(c) exercise or enforce any rights under or pursuant to any guarantee or other assurance given by<br />

such Subsidiary Guarantor in respect of such Debt;<br />

(d) exercise or enforce any rights under any security interest whatsoever which secures such Debt;<br />

(e) commence legal proceedings against any Person; or<br />

(f) commence, or take any other steps which could lead to the commencement of:<br />

(i) any insolvency, liquidation, dissolution, winding-up, administration, receivership,<br />

compulsory merger or judicial re-organization of any Person;<br />

(ii) the appointment of a trustee in bankruptcy, or insolvency conciliator, ad hoc official,<br />

judicial administrator, a liquidator or other similar officer in respect of any Person; or<br />

(iii) any other similar process or appointment.<br />

‘‘euro’’ or ‘‘A’’ means the lawful currency of the member states of the European Union who have<br />

agreed to share a common currency in accordance with the provisions of the Maastricht Treaty dealing<br />

with European monetary union.<br />

‘‘Euro Equivalent’’ means, with respect to any monetary amount in a currency other than euro, at<br />

any time for the determination thereof, the amount of euro obtained by converting such foreign<br />

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