Management Agreement

MANAGEMENT AGREEMENT


This Agreement dated as of the 5th day of February, 1997, by and between


ANCHOR GLASS ACQUISITION CORPORATION, a Delaware corporation ("Anchor")


A N D


G & G INVESTMENTS, INC., a Delaware corporation ("G & G").


WHEREAS, G & G has agreed to provide Anchor with general management and administrative services ("Services") for the consideration stated herein and Anchor wishes to have access to the Services for an agreed-upon period for the consideration stated herein; and


WHEREAS, the parties wish to set out the particulars of, and the compensation to be paid to G & G in consideration for the Services;


NOW, THEREFORE, this Agreement witnesses that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:


ARTICLE 1
DEFINITIONS


1. DEFINITIONS


Where used herein, the following terms shall have the following meanings, respectively:


(a) "AFFILIATE" as applied to any Person, means any other person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (ii) the ownership of more than 10% of the voting securities of that Person, but does not, for purposes of this Agreement, include Anchor;


(b) "AGREEMENT" means this Management Agreement dated as of the ___ day of February, 1997 between Anchor and G & G, as the same may be amended from time to time, and references to "hereof" and "hereunder" refer to this Agreement as a whole and not to any section or article of this Agreement; 2
(c) "BOARD" means the board of directors of Anchor as constituted from time to time;


(d) "BUSINESS DAY" means any day excluding Saturday, Sunday or any day which is a legal holiday under the laws of New York, New York or is a day on which banking institutions therein located are authorized to or required by law or other governmental order to close;


(e) "COSTS" means all reasonable out-of-pocket expenses incurred by G & G and its Affiliates in connection with providing the Services, including, in the event that an employee of G & G or an Affiliate is assigned to work on a full-time basis for Anchor, the full amount of such employee's wages and benefit costs during such period of full-time employment by Anchor;


(f) "CREDIT AGREEMENT" means the Credit Agreement of even date herewith among Anchor, the financial institutions listed from time to time on Schedule I thereto, Bankers Trust Company, as an issuing bank, BT Commercial Corporation, as Co-Syndication Agent and Agent and PNC Bank as Co-Syndication Agent and Issuing Bank.


(g) "EFFECTIVE DATE" means February 5, 1997.


(h) "INDENTURE" means an indenture relating to the sale of the "Permanent Senior Notes" (as defined in the Credit Agreement").


(i) "SENIOR CREDIT AGREEMENT" means the Credit Agreement of even date herewith among Anchor, the Lenders named therein and Bankers Trust Company as Agent.


ARTICLE 2
OBJECTIVES AND SERVICES


2.1 OBJECTIVES


G & G will provide the Services described herein, in accordance with the direction of the Board, for the purpose of assisting Anchor in achieving the following objectives:


(a) meeting its financial obligations promptly and on a
continuing basis;


(b) improving share value and value components, such as
earnings per share and cash flow;


(c) ensuring the long-term operating and financial
strength of Anchor as an independent operating
entity; and


(d) optimizing the opportunities for the employees of
Anchor.


-2- 3
G & G will perform its obligations under this Agreement reasonably, in good faith and with a view to the best interests of Anchor and do all things and take all actions as may be commercially reasonable including, without limitation, providing Anchor with reasonable access during normal business hours to G & G, its personnel and other resources.


2.2 SERVICES


In performing this Agreement, G & G will render the following Services from time to time:


(a) providing sales support, including advising with
respect to the reorganization of the sales force of
Anchor, making direct sales calls to customers and
assisting Anchor in seeking out appropriate sales
agency arrangements;


(b) assisting Anchor in building relationships with
creditors, suppliers and customers;


(c) assisting in improving procurement of raw materials
and services, including negotiating supply agreements
and dealing with consultants with a view to lowering
costs;


(d) financial management support, including reviewing
Anchor's systems and assisting Anchor in implementing
improvements to such systems relating to financial
reporting;


(e) technological support, including providing to Anchor,
as required, all technological enhancements derived
or obtained by G & G or its Affiliates and seeking
solutions to future technological requirements;


(f) operational support, including productivity
improvements and process design, quality control and
production scheduling;


(g) support in designing, funding and completing capital
expenditure requirements to improve operating
efficiency and profitability;


(h) assisting Anchor in recruiting qualified full-time
employees for Anchor to fill senior management
positions and training Anchor personnel so that
Anchor will be in a position to operate
independently; and


(i) such other support as may be reasonably required by
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