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EXHIBIT 10.14
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is made as of this 5th day of
February, 1997, by and between CONSUMERS PACKAGING INC., a corporation organized
under the federal laws of Canada ("Consumers"), and ANCHOR GLASS ACQUISITION
CORPORATION, a corporation organized under the laws of the State of Delaware
("New Anchor").
BACKGROUND
A. Anchor Glass Container Corporation, a Delaware corporation
("Old Anchor"), Consumers and Xxxxx-Xxxxxxxx Glass Container Inc., a Delaware
corporation ("O-I"), are the parties to an Asset Purchase Agreement dated as of
December 18, 1996 (the "Asset Purchase Agreement") pursuant to which, among
other things, Old Anchor has agreed to sell to Consumers certain assets of Old
Anchor specified in, or in accordance with the terms of, the Asset Purchase
Agreement.
B. Consumers and Old Anchor are the parties to a Waiver
Agreement pursuant to which Old Anchor and Consumers agreed that in
consideration of the payment to Old Anchor of (i) Five Hundred Ninety Five
Thousand Dollars ($595,000) cash, (b) 3,320 shares of Series A 10% Cumulative
Convertible Preferred Stock of New Anchor, and (c) 898 shares of Class A Common
Stock of New Anchor, Old Anchor has agreed to release Consumers from its
obligation to assume the leases for the following facilities: (a) the Portland
Warehouse located in Vernon, California, (b) the West-Flo Warehouse located in
Tampa, Florida, (c) the St. Louis sales office located in Manchester, Missouri,
(d) the Napa sales office located in Pleasonton, California, and (f) the La
Palma sales office located in La Palma, California (the "Waiver Agreement"); and
C. Consumers and Old Anchor are the parties to an Amendment to
Asset Purchase Agreement pursuant to which Old Anchor's plant facilities located
at Corsicana, Texas, Huntington Park, California and San Leandro California were
excluded from the assets to be purchased by Consumers pursuant to the Asset
Purchase Agreement and the Purchase Price and the Estimated Purchase Price under
the Asset Purchase Agreement were reduced by $5,700,000.
D. Consumers and New Anchor desire to enter into this
Agreement to provide for (i) the assignment by Consumers to New Anchor of all of
Consumer's rights under the Asset Purchase Agreement, the Waiver Agreement and
the Amendment to Asset Purchase Agreement (collectively, the "Amended Asset
Purchase Agreement"), and (ii) the assumption by New Anchor of all of
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Consumers' liabilities and obligations under the Amended Asset Purchase
Agreement, all as hereinafter provided.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Assignment to and Assumption by New Anchor. Consumers hereby assigns
to New Anchor all of Consumers' rights under the Amended Asset Purchase
Agreement. New Anchor hereby accepts such assignment, assumes all of Consumers'
liabilities and obligations under the Amended Asset Purchase Agreement and,
agrees to perform all of Consumers' duties under the Amended Asset Purchase
Agreement. The foregoing assignment and assumption shall not relieve Consumers
of its liabilities and obligations under the Amended Asset Purchase Agreement.
2. Indemnification. Because nothing in this Assignment and Assumption
Agreement shall be construed so as to release Consumers from its liabilities and
obligations under the Amended Asset Purchase Agreement, New Anchor shall
indemnify and hold Consumers harmless from any damages or other costs sustained
by Consumers as a result of a failure by New Anchor to satisfy and perform the
duties of Consumers under the Amended Asset Purchase Agreement.
3. Miscellaneous.
(a) This Assignment and Assumption Agreement may not be
changed, modified or discharged, in whole or in part, except in a writing signed
by the parties hereto.
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(b) This Assignment and Assumption Agreement and the rights
and obligations of the parties hereunder shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first above written.
CONSUMERS PACKAGING INC.
By:/s/ Xxxx X. Xxxxxxxx
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Name:Xxxx X. Xxxxxxxx
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Title:Chief Executive Officer
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ANCHOR GLASS ACQUISITION
CORPORATION
By:/s/ Xxxx X. Xxxxxxxx
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Name:Xxxx X. Xxxxxxxx
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Title:Chairman and Chief
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Executive Officer
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EXHIBIT A
Form of Addendum to Vitro Agreement
ADDENDUM
Anchor Glass Acquisition Corporation, a Delaware corporation ("New
Anchor"), is executing this Addendum in accordance with Section 25 of the
Agreement dated as of December 18, 1996 between VITRO, SOCIEDAD ANONIMA, a
corporation organized under the laws of Mexico, CONSUMERS PACKAGING INC., a
corporation organized under the federal laws of Canada, and CONSUMERS PACKAGING
INC. on behalf of New Anchor (the "Vitro Agreement").
New Anchor hereby confirms that it is a party to the Vitro Agreement
and that it is in agreement with the terms thereof and has caused this Agreement
to be duly executed by one of its officers as of the day of February, 1997.
Anchor Glass Acquisition Corporation
By:
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