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EXHIBIT 10.28
April 17, 1997
Xxxxx-Xxxxxxxx Glass Container Inc.
One Xxxxxxx
Xxxxxx, Xxxx 00000
Attention: General Counsel
Dear Sir:
Reference is made to the Assurance Agreement, dated as of February 5,
1997 (the "Assurance Agreement"), in respect of the Technical Assistance and
License Agreement, dated December 18, 1996 (the "License Agreement"), between
you and Consumers Packaging Inc. ("Consumers") pursuant to which Anchor Glass
Container Corporation (formerly Anchor Glass Acquisition Corporation ("New
Anchor") is a Licensee Group Member. All capitalized terms not otherwise defined
in this letter are used as defined in the Assurance Agreement and the License
Agreement.
You are hereby advised that the Senior Credit Agreement of New Anchor
for which Bankers Trust Company is acting as Agent has been repaid on the date
hereof and, accordingly, notices are not longer required to be given to Bankers
Trust Company as Agent. (Please note that the Revolving Credit Agreement is
still outstanding and therefore notices still are required to be given to BT
Commercial Corporation as Revolver Agent.) On the date hereof, The Bank of New
York has become the New Anchor Indenture Trustee and is becoming an additional
party to the Assurance Agreement in such capacity pursuant to Section 5 thereof.
In addition, The Bank of New York has become the Consumers Indenture Trustee and
is becoming an additional party to the Assurance Agreement in such capacity
pursuant to Section 5 thereof. The notice address for The Bank of New York is
000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention Corporate
Trust Trustee Administration.
Very truly yours,
BANKERS TRUST COMPANY, as Agent
By: /s/ X. X. Xxxxxx
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Name: X. X. Xxxxxx
THE BANK OF NEW YORK, as
New Anchor Trustee and Consumers
Trustee
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
