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Exhibit 4.5
ASSIGNMENT OF SECURITY AGREEMENT
ASSIGNMENT OF SECURITY AGREEMENT dated as of April 17, 1997 among
BANKERS TRUST COMPANY, as agent for the lenders (the "Lenders") under the
Credit Agreement referred to below (the "Assignor"), and THE BANK OF NEW YORK,
as Trustee for the noteholders under the Indenture referred to below.
Reference is hereby made to (i) the Senior Credit Agreement (the
"Credit Agreement") dated as of February 5, 1997, between ANCHOR GLASS
CONTAINER CORPORATION (formerly known as Anchor Glass Acquisition Corporation)
(the "Company"), CONSUMERS U.S., INC. (the "Guarantor") and the Assignor, (ii)
the Security Agreement (the "Security Agreement") dated as of February 5, 1997
between the Company and Assignor, (iii) the offering (the "Offering") by the
Company of its 11 1/4% First Mortgage Notes due 2005 (the "Notes") to be
consummated on the date hereof and (iv) the Indenture to be entered into on the
date hereof by the Company, Consumers U.S., Inc. and the Assignee relating to
the Offering.
In consideration of the sum of ten dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor does hereby assign unto Assignee, prior to the Offering,
without representation, warranty or recourse, all of Assignor's right, title and
interest in, to and under the Security Agreement together with all of Assignor's
right, title, and interest in, to and under Company's obligations under the
Security Agreement and all other documents and instruments securing or
evidencing such obligations, including, without limitation, all liens, security
interests and guarantees and all notes secured thereby and all references in the
Security Agreement to the Lenders shall be deemed to be references to the
holders of the Notes, all references in the Security Agreement to the Assignor,
in its individual capacity and as agent for the Lenders, shall be deemed to be
references to the Trustee, in its individual capacity and as Trustee for the
holders of the Notes, respectively, and all references in the Security Agreement
to the Credit Agreement shall be deemed to be references to the Indenture.
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IN WITNESS WHEREOF, this Assignment of Security Agreement has been
executed by the parties as of the date first above written.
ASSIGNOR:
BANKERS TRUST COMPANY, as agent for the
Lenders under the Credit Agreement
By: /s/ X.X. Xxxxxx
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Name: X.X. Xxxxxx
Title: Vice President
ASSIGNEE:
THE BANK OF NEW YORK, as Trustee under
the Indenture
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Assistant Treasurer
The undersigned (i) acknowledges the foregoing assignment and (ii) acknowledges
that the Assignor, Assignee and the undersigned intend that the Security
Agreement shall secure the obligations described in the Indenture.
ANCHOR GLASS CONTAINER CORPORATION
(formerly known as Anchor Glass
Acquisition Corporation)
By: /s/ M. Xxxxxxx Xxxxxxxx, Xx.
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Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: Vice President and Chief Financial Officer
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