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EXHIBIT 4.8
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT
THIS AMENDMENT NO. 1, dated as of 17th day of April, 1997 (the
"Amendment"), to the Intercreditor Agreement dated as of the 5th day of
February, 1997 (the "Intercreditor Agreement"), by and among The Bank of New
York, which becomes the Note Agent under the Intercreditor Agreement on the date
hereof, and BT Commercial Corporation, as Credit Agent and Shared Collateral
Agent;
1. Notwithstanding anything to the contrary in the Intercreditor
Agreement:
(a) (i) Insurance Proceeds (as defined in the Indenture, dated as
of the 17th day of April, 1997 (the "Indenture") in respect of the
Borrower's 11.25% First Mortgage Notes due 2005 between the Borrower and
the Note Agent) shall constitute Senior Note Collateral and not Bank
Collateral or Shared Collateral, (ii) the words "and Improvements" are
added at the end of clause (a) of Exhibit B to the Intercreditor
Agreement, (iii) the word "Cash" is deleted in all places in clause (e)
of Exhibit B to the Intercreditor Agreement and the reference to Senior
Credit Agreement in such clause (e) is replaced with "Permanent Senior
Note Documents"; (iv) the following items are added as Senior Note
Collateral for purposes of Exhibit B to the Intercreditor Agreement
utilizing terms as defined in the Indenture: (x) Capital Stock of a
Restricted Subsidiary and (y) non-cash consideration received as
consideration for an Asset Sale and (v) the words "(excluding Capital
Stock)" are added at the end of clause (f) of Exhibit C to the
Intercreditor Agreement;
(b) The Borrower or, upon foreclosure of the Senior Note
Collateral, the Trustee may dispose of Shared Collateral without the
consent of the Credit Agent, the Shared Collateral Agent or the Lenders
and without any continuing Lenders' Lien, and the Proceeds of any such
disposition shall constitute Senior Note Collateral and not Bank
Collateral or Shared Collateral; provided that (a) if such disposition
occurs after an Event of Default has occurred under the BTCC Credit
Agreement, the Credit Agent shall have a license to use such Shared
Collateral on the same terms as is provided for in respect of Trademarks
pursuant to Section 3.12 of the Intercreditor Agreement and (b) any such
disposition (after giving effect to any license referred to in (a))
shall not deprive the Credit Agent of access to Shared Collateral
sufficient to enable it to manufacture and sell the Bank Collateral.
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2. Except as otherwise expressly provided in this Amendment,
the Intercreditor Agreement is affirmed as of the date hereof in all
respects.
BT COMMERCIAL CORPORATION,
as Credit Agent
By /s/ Xxxx Xxxxxxxx-Keskinyan
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Name: Xxxx Xxxxxxxx-Keskinyan
Title: Managing Director
THE BANK OF NEW YORK,
as Note Agent
By /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Assistant Treasurer
BT COMMERCIAL CORPORATION,
as Shared Collateral Agent
By /s/ Xxxx Xxxxxxxx-Keskinyan
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Name: Xxxx Xxxxxxxx-Keskinyan
Title: Managing Director
Acknowledged and Agreed:
ANCHOR GLASS CONTAINER CORPORATION
By /s/ M. Xxxxxxx Xxxxxxxx, Xx.
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Name: M. Xxxxxxx Xxxxxxxx, Xx.
Title: Vice-President and
Chief Executive Officer
