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Exhibit 2.5
Memorandum of Understanding
Reference is made to the Asset Purchase Agreement dated
December 18, 1996 between Anchor Glass Container Corporation ("Anchor"),
Consumers Packaging Inc. ("Consumers") and Xxxxx-Xxxxxxxx Glass Container, Inc.
(the "Agreement"), approved by order of the United States Bankruptcy Court for
the District of Delaware dated December 20, 1996 (the "Sale Order"). Capitalized
terms used herein shall have the meaning set forth in the Agreement, unless
otherwise defined.
In connection with the Closing this day of the transactions
contemplated by the Agreement, Anchor and Consumers, and Anchor Glass
Acquisition Corporation ("New Anchor") as assignee of Consumers, agree with
respect to the Agreement as follows:
1. Any accrued real estate taxes paid by Anchor at the Closing
are paid under protest, and without prejudice to the respective positions of
Anchor, Consumers or New Anchor that another party has responsibility under the
Agreement to bear those liabilities.
2. The parties reserve their rights with respect to the
responsibility for obligations related to the Daynet sublease at the Dayville,
Connecticut property, and the sublease between Muskingum County and the City of
Zanesville at Zanesville, Ohio.
3. In the event good title to one or more patents cannot be
transferred, the parties reserve their rights with respect to appropriate
adjustments, if any.
4. With respect to certain contracts marked as "Maybe"
contracts on the Master List of contracts submitted to Anchor by Consumers with
its letter dated January 3, 1997, it is agreed that Consumers will have up to 60
days after the Closing to agree on mutually acceptable terms to achieve savings
from the contracting parties which savings will be shared in agreed upon
portions between Anchor and Consumers. If Anchor and Consumers cannot so agree,
the contracts marked as Maybe shall be automatically deemed to be included in
the Purchased Assets and Anchor shall assume and assign such contracts to New
Anchor, which shall be treated in accordance with the provisions of the Sale
Order applicable to assigned contracts.
5. The parties reserve their rights with respect to whether
Consumers (directly or indirectly) is entitled to receive common stock of New
Anchor or warrants to acquire common stock of New Anchor pursuant to the last
sentence of Section 2.01(a) of the Warrant Agreement, dated as of February 5,
1997, by and between New Anchor and Bankers Trust Company.
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6. The parties agree to review a list of contracts and leases
provided by Anchor to Consumers which were designated for rejection by
Consumers, but Anchor believes must be assumed by Consumers/New Anchor. The
parties reserve their rights with respect to responsibility for those
obligations.
Dated: February 5, 1997
ANCHOR GLASS CONTAINER CORPORATION
By: /s/ Xxxx X. Xxxx
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CONSUMERS PACKAGING INC.
By: /s/ Xxxx X. Xxxxxxxx
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ANCHOR GLASS ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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