Ardagh Glass Finance plc - Irish Stock Exchange

(iv) appropriate amounts required to be provided by the Parent Guarantor or any Restricted
Subsidiary, as the case may be, as a reserve in accordance with GAAP against any
liabilities associated with such Asset Sale and retained by the Parent Guarantor or any
Restricted Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations associated
with such Asset Sale, all as reflected in an Officer’s Certificate delivered to the Trustee;
and
(b) with respect to any capital contributions, issuance or sale of Capital Stock or options, warrants
or rights to purchase Capital Stock, or debt securities or Capital Stock that have been
converted into or exchanged for Capital Stock as referred to under ‘‘—Certain Covenants—
Limitation on Restricted Payments’’, the proceeds of such issuance or sale in the form of cash
or Cash Equivalents, payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed of for, cash or Cash Equivalents (except
to the extent that such obligations are financed or sold with recourse to the Parent Guarantor
or any Restricted Subsidiary), net of attorney’s fees, accountant’s fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.
‘‘Officer’s Certificate’’ means a certificate signed by an officer of the Parent Guarantor, of the
Issuer, a Guarantor or a Surviving Entity, as the case may be, and delivered to the Trustee.
‘‘Pari passu Debt’’ means (a) any Debt of the Issuer that ranks equally in right of payment with
the Notes or (b) with respect to any Guarantee, any Debt that ranks equally in right of payment to
such Guarantee.
‘‘Permitted Debt’’ has the meaning given to such term under ‘‘—Certain Covenants—Limitation on
Debt’’.
‘‘Permitted Holders’’ means (a) Yeoman Capital S.A., (b) any of Paul Coulson, Brendan Dowling,
Houghton Fry, Edward Kilty, John Riordan or Niall Wall, and any trust created for the benefit of one
or more of the foregoing or their respective natural person Affiliates, or the estate, executor,
administrator, committee or beneficiaries of any thereof, and (c) any of their respective Affiliates.
‘‘Permitted Investments’’ means any of the following:
(a) Investments in cash or Cash Equivalents;
(b) intercompany Debt to the extent permitted under clause (d) of the definition of ‘‘Permitted
Debt’’;
(c) Investments in (i) the form of loans or advances to, or debt securities issued by, the Parent
Guarantor, (ii) a Restricted Subsidiary or (iii) another Person if as a result of such Investment
such other Person becomes a Restricted Subsidiary or such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all of its assets to, the
Parent Guarantor or a Restricted Subsidiary;
(d) Investments made by the Parent Guarantor or any Restricted Subsidiary as a result of or
retained in connection with an Asset Sale permitted under or made in compliance with
‘‘—Certain Covenants—Limitation on Sale of Certain Assets’’ to the extent such Investments
are non-cash proceeds permitted thereunder;
(e) expenses or advances to cover payroll, travel, entertainment, moving, other relocation and
similar matters that are expected at the time of such advances to be treated as expenses in
accordance with GAAP;
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