1
Exhibit 10.48
FIRST
AMENDMENT
TO
INTERCOMPANY AGREEMENT
This Amendment to Intercompany Agreement (this "Amendment") is
made and entered into as of the 6th day of April, 1998 by and among G & G
INVESTMENTS, INC., a Delaware corporation ("G & G"), GLENSHAW GLASS COMPANY, a
Pennsylvania corporation ("Glenshaw"), HILLSBORO GLASS COMPANY, a Delaware
corporation ("Hillsboro"), I.M.T.E.C. ENTERPRISES, INC., an Oklahoma corporation
("IMTEC"), CONSUMERS PACKAGING INC., a corporation organized under the federal
laws of Canada ("Consumers Packaging"), ANCHOR GLASS CONTAINER CORPORATION, a
Delaware corporation ("Anchor"), CONSUMERS INTERNATIONAL INC., a corporation
organized under the federal laws of Canada ("Consumers International"),
CONSUMERS U.S., INC., a Delaware corporation ("Consumers U.S.") and BT
COMMERCIAL CORPORATION ("BTCC"), as agent for the Lenders identified in that
certain Credit Agreement dated as of February 5, 1997, as amended from time to
time (the "Credit Agreement"), among New Anchor, the Lenders named therein
(including Bankers Trust Company as Co-Syndication Agent and Issuing Bank
("BTCO") and PNC Bank, National Association as Co-Syndication Agent and Issuing
Bank).
WHEREAS, G & G, Hillsboro, IMTEC, Consumers Packaging, Anchor,
Consumers International, Consumers U.S. and BTCC are parties to the Intercompany
Agreement dated as of April 17, 1997 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement in
accordance with Section 19 thereof; and
WHEREAS, the Board of Directors of Consumers Packaging
(including a majority of independent directors) have determined that this
Amendment contains terms no less favorable to Consumers than could have been
obtained in a comparable transaction from a Person not an Affiliate of Consumers
Packaging; and
WHEREAS, the Board of Directors of Anchor (including a
majority of independent directors) have determined that this Amendment contains
terms no less favorable to Anchor than could have been obtained in a comparable
transaction from a Person not an Affiliate of Anchor.
NOW, THEREFORE, it is agreed as follows:
1. Amendments. The Agreement is amended as follows:
(a) Delete the reference to "paragraphs 2-11" in the
sixth line of Paragraph 2 and insert "Paragraphs 2 - 12" in lieu
thereof.
(b) Add the following after Paragraph 11:
2
"12. The acquisition by Consumers Packaging from
Hillsboro of the rights to manufacture glass
containers for Xxxxx Xxxxxx & Sons Ltd.'s
Walkerville, Ontario plant and related assets (the
"Walkerville Rights") and the acquisition by Anchor
from Hillsboro of the rights to manufacture glass
containers for Xxxxx Xxxxxx & Sons Ltd.'s Fort Xxxxx
Arkansas plant and related assets (the "Fort Xxxxx
Rights") are permitted under the following terms and
conditions:
(i) The purchase price for the Walkerville
Rights, as determined by an Independent Financial
Advisor, does not exceed $US 4,776,072.
(ii) The purchase price for the Forth Xxxxx
Rights, as determined by an Independent Financial
Advisor, does not exceed $US 12,525,419.
(iii) The purchase price for the Walkerville
Rights and the Fort Xxxxx Rights paid by Consumers
Packaging and Anchor, respectively, will be payable
in installments as Hillsboro incurs debt service
payments and fees and expenses associated with the
closing of its plant."
(c) Delete the reference to "Paragraph 16" in the
twelfth line of Paragraph 20 and insert "Paragraph 17" in lieu thereof.
(d) Redesignate numbered Paragraphs 12 through 20 as
Paragraphs 13 through 21.
(e) Redesignate the second numbered Paragraph 19
appearing at the bottom of page 7 as Paragraph 22.
The foregoing amendments shall be deemed effective as of December 31, 1997.
2. Ratification of Agreement. The Agreement, as amended
hereby, continues in full force and effect and is, in all respects, ratified and
confirmed.
3. Counterparts. This Amendment may be executed in
counterparts and by different signatures or separate counterparts each of which
shall be an original, but all of which together shall constitute one and the
same instrument. One or more counterparts of this Amendment may be delivered via
facsimile transmission with the intention that it or they shall constitute an
original counterpart hereof.
2
3
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be duly executed and delivered as of the date first above written.
G & G INVESTMENTS, INC.
By:/s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Chairman and President
GLENSHAW GLASS COMPANY
By:/s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Chairman and President
HILLSBORO GLASS COMPANY
By:/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
I.M.T.E.C. ENTERPRISES, INC.
By:/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Secretary-Treasurer
[Signatures Continued on the Following Page]
3
4
CONSUMERS PACKAGING INC.
By:/s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Secretary
By:/s/ M. Xxxxxxx Xxxxxxxx, Xx.
------------------------------------
Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: Vice President
ANCHOR GLASS CONTAINER CORPORATION
By:/s/ M. Xxxxxxx Xxxxxxxx, Xx.
------------------------------------
Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: Senior Vice President
CONSUMERS INTERNATIONAL INC.
By:/s/ M. Xxxxxxx Xxxxxxxx, Xx.
------------------------------------
Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: President
By:/s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Secretary-Treasurer
BT COMMERCIAL CORPORATION
for itself and as Agent
By:/s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: V.P.
4
