<PAGE>
                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 7, 2003

                                      Among

                       ANCHOR GLASS CONTAINER CORPORATION

                                       and

                           ANY GUARANTORS NAMED HEREIN
                                   as Issuers,

                                       and

       DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC, and
                         CREDIT SUISSE FIRST BOSTON LLC

                              as Initial Purchasers

                        11% Senior Secured Notes due 2013


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>   <C>                                                              <C>
1.    Definitions........................................................1
2.    Exchange Offer.....................................................5
3.    Shelf Registration.................................................9
4.    Additional Interest...............................................11
5.    Registration Procedures...........................................12
6.    Registration Expenses.............................................21
7.    Indemnification and Contribution..................................22
8.    Rules 144 and 144A................................................26
9.    Underwritten Registrations........................................27
10.   Miscellaneous.....................................................27
</TABLE>


                                       -i-
<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "AGREEMENT") is dated
as of February 7, 2003, among ANCHOR GLASS CONTAINER CORPORATION, a Delaware
corporation (the "COMPANY"), the subsidiaries of the Company that are listed on
the signature pages hereto, if any (collectively, and together with any entity
that in the future executes a supplemental indenture pursuant to which such
entity agrees to guarantee the Notes (as hereinafter defined), the "GUARANTORS"
and, together with the Company, the "ISSUERS"), and DEUTSCHE BANK SECURITIES
INC., BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE FIRST BOSTON LLC, as
initial purchasers (each an "INITIAL PURCHASER" and, together, the "INITIAL
PURCHASERS").

                  This Agreement is entered into in connection with the Purchase
Agreement by and among the Company and the Initial Purchasers, dated as of
January 31, 2003 (the "PURCHASE AGREEMENT"), which provides for, among other
things, the sale by the Company to the Initial Purchasers of $300,000,000
aggregate principal amount of the Company's 11% Senior Secured Notes due 2013
(the "NOTES") guaranteed by the Guarantors, if any (the "GUARANTEES"). The Notes
and the Guarantees, if any, are collectively referenced to herein as the
"SECURITIES". In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of
this Agreement is a condition to the Initial Purchasers' obligation to purchase
the Securities under the Purchase Agreement.

                  The parties hereby agree as follows:

         1.       DEFINITIONS.

                  As used in this Agreement, the following terms shall have the
following meanings:

                  ADDITIONAL INTEREST: See Section 4(a) hereto.

                  ADVICE: See the last paragraph of Section 5 hereto.

                  AGREEMENT: See the introductory paragraphs hereto.

                  APPLICABLE PERIOD: See Section 2(b) hereto.

                  APPLICATION: See Section 7(a) hereto.

                  BUSINESS DAY: Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law to
be closed.


<PAGE>

                                       -2-

                  COMPANY: See the introductory paragraphs hereto.

                  EFFECTIVENESS DATE: With respect to (i) the Exchange Offer
Registration Statement, the 150th day after the Issue Date and (ii) any Shelf
Registration Statement, the 150th day after the Filing Date with respect
thereto; provided, however, that if the Effectiveness Date would otherwise fall
on a day that is not a Business Day, then the Effectiveness Date shall be the
next succeeding Business Day.

                  EFFECTIVENESS PERIOD: See Section 3(a) hereto.

                  EVENT DATE: See Section 4(b) hereto.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  EXCHANGE NOTES: See Section 2(a) hereto.

                  EXCHANGE OFFER: See Section 2(a) hereto.

                  EXCHANGE OFFER REGISTRATION STATEMENT: See Section 2(a)
hereto.

                  FILING DATE: (A) With respect to an Exchange Offer
Registration Statement, the 90th day after the Issue Date; and (B) in any other
case (which may be applicable notwithstanding the consummation of the Exchange
Offer), the 90th day after the delivery of a Shelf Notice as required pursuant
to Section 2(c) hereof; provided, however, that if the Filing Date would
otherwise fall on a day that is not a Business Day, then the Filing Date shall
be the next succeeding Business Day.

                  GUARANTEES: See the introductory paragraphs hereto.

                  GUARANTORS: See the introductory paragraphs hereto.

                  HOLDER: Any holder of a Registrable Note or Registrable Notes.

                  INDENTURE: The Indenture dated as of February 7, 2003, by and
between the Company, the Guarantors, if any, and The Bank of New York, as
Trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.

                  INFORMATION: See Section 5(n) hereto.

                  INITIAL PURCHASERS: See the introductory paragraphs hereto.

                  INITIAL SHELF REGISTRATION: See Section 3(a) hereto.


<PAGE>

                                       -3-

                  INSPECTORS: See Section 5(n) hereto.

                  ISSUE DATE: February 7, 2003, the date of original issuance of
the Notes.

                  ISSUERS: See the introductory paragraphs hereto.

                  NASD: See Section 5(r) hereto.

                  NOTES: See the introductory paragraphs hereto.

                  PARTICIPANT: See Section 7(a) hereto.

                  PARTICIPATING BROKER-DEALER: See Section 2(b) hereto.

                  PERSON: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                  PRIVATE EXCHANGE: See Section 2(b) hereto.

                  PRIVATE EXCHANGE NOTES: See Section 2(b) hereto.

                  PROSPECTUS: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  PURCHASE AGREEMENT: See the introductory paragraphs hereto.

                  RECORDS: See Section 5(n) hereto.

                  REGISTRABLE NOTES: Each Note (and the related Guarantees, if
any) upon its original issuance and at all times subsequent thereto, each
Exchange Note (and the related guarantees, if any) as to which Section 2(c)(iv)
hereof is applicable upon original issuance and at all times subsequent thereto
and each Private Exchange Note (and the related guarantees, if any) upon
original issuance thereof and at all times subsequent thereto, until, in each
case, the earliest to occur of (i) a Registration Statement (other than, with
respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable,
the Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the SEC and such Note,
Exchange Note or such Private Exchange Note (and the


<PAGE>

                                       -4-

related guarantees, if any), as the case may be, has been disposed of in
accordance with such effective Registration Statement, (ii) such Note has been
exchanged pursuant to the Exchange Offer for an Exchange Note or Private
Exchange Note (and the related guarantees, if any) that may be resold without
restriction under state and federal securities laws, (iii) such Note, Exchange
Note or Private Exchange Note (and the related guarantees, if any), as the case
may be, ceases to be outstanding for purposes of the Indenture or (iv) such
Note, Exchange Note or Private Exchange Note (and the related guarantees, if
any), as the case may be, may be resold without restriction pursuant to Rule
144(k) (as amended or replaced) under the Securities Act.

                  REGISTRATION STATEMENT: Any registration statement of the
Issuers that covers any of the Notes, the Exchange Notes or the Private Exchange
Notes (and the related guarantees, if any) filed with the SEC under the
Securities Act, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

                  RULE 144: Rule 144 under the Securities Act.

                  RULE 144A: Rule 144A under the Securities Act.

                  RULE 405: Rule 405 under the Securities Act.

                  RULE 415: Rule 415 under the Securities Act.

                  RULE 424: Rule 424 under the Securities Act.

                  SEC: The United States Securities and Exchange Commission or
any successor agency thereto.

                  SECURITIES: See the introductory paragraphs hereto.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  SHELF NOTICE: See Section 2(c) hereto.

                  SHELF REGISTRATION: See Section 3(b) hereto.

                  SHELF REGISTRATION STATEMENT: Any Registration Statement
relating to a Shelf Registration.

                  SUBSEQUENT SHELF REGISTRATION: See Section 3(b) hereto.

                  TIA: The Trust Indenture Act of 1939, as amended.


<PAGE>

                                       -5-

                  TRUSTEE: The trustee under the Indenture and the trustee (if
any) under any indenture governing the Exchange Notes and Private Exchange Notes
(and the related guarantees, if any).

                  UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A
registration in which securities of the Company or one or more of the
Guarantors, if any, are sold to an underwriter for reoffering to the public.

                  Except as otherwise specifically provided, all references in
this Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "REGULATORY
REQUIREMENTS") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be
deemed to amend or replace Rule 144A.

         2.       EXCHANGE OFFER.

                  (a) Unless the Exchange Offer would violate applicable law or
any applicable interpretation of the staff of the SEC, the Issuers shall file
with the SEC, no later than the Filing Date, a Registration Statement (the
"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate registration form
with respect to a registered offer (the "EXCHANGE OFFER") to exchange any and
all of the Registrable Notes for a like aggregate principal amount of debt
securities of the Company (the "EXCHANGE NOTES") guaranteed by the Guarantors,
if any, that are identical in all material respects to the Securities , except
that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii)
interest thereon shall accrue from the last date on which interest was paid on
the Notes or, if no such interest has been paid, from the Issue Date, and which
are entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such other trust indenture as are necessary to comply with
the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or
longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 180th day following the Issue Date.

                  Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes acquired in exchange for
Registrable Notes tendered are being acquired in the ordinary course of business
of the Person receiving such Exchange Notes, whether or not such recipient is
such Holder itself; (ii) at the time of the commencement or consummation of the
Exchange


<PAGE>

                                       -6-

Offer neither such Holder nor, to the actual knowledge of such Holder, any other
Person receiving Exchange Notes from such Holder has an arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act; (iii) neither the
Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Notes from such Holder is an "affiliate" (as defined in Rule 405) of
the Company or, if it is an affiliate of the Company, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable and will provide information to be included in the Shelf
Registration Statement in accordance with Section 5 hereof in order to have
their Notes included in the Shelf Registration Statement and benefit from the
provisions regarding Additional Interest in Section 4 hereof; (iv) neither such
Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Notes from such Holder is engaging in or intends to engage in a
distribution of the Exchange Notes; and (v) if such Holder is a Participating
Broker-Dealer, such Holder has acquired the Registrable Notes as a result of
market-making activities or other trading activities and that it will comply
with the applicable provisions of the Securities Act (including, but not limited
to, the prospectus delivery requirements thereunder).

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply solely
with respect to Registrable Notes that are Private Exchange Notes, Exchange
Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by
Participating Broker-Dealers, and the Issuers shall have no further obligation
to register Registrable Notes (other than Private Exchange Notes and Exchange
Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

                  No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.

                  (b)      The Issuers shall include within the Prospectus
contained in the Exchange Offer Registration Statement a section entitled "Plan
of Distribution," customary disclosure with respect to the potential
"underwriter" status of any broker-dealer that is the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such
broker-dealer in the Exchange Offer (a "PARTICIPATING BROKER-DEALER"). Such
"Plan of Distribution" section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of the
Securities Act, including, to the extent permitted by applicable policies and
regulations of the SEC, all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes in compliance with the Securities Act.

                  The Issuers shall use their reasonable best efforts to keep
the Exchange Offer Registration Statement effective and to amend and supplement
the Prospectus contained therein in order to permit such Prospectus to be
lawfully delivered by all Persons subject to


<PAGE>

                                       -7-

the prospectus delivery requirements of the Securities Act for such period of
time as is necessary to comply with applicable law in connection with any resale
of the Exchange Notes; provided, however, that such period shall not be required
to exceed 90 days or such longer period if extended pursuant to the last
paragraph of Section 5 hereof (the "APPLICABLE PERIOD").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold
allotment in the initial distribution, the Issuers upon the request of the
Initial Purchasers shall simultaneously with the delivery of the Exchange Notes
issue and deliver to the Initial Purchasers, in exchange (the "PRIVATE
EXCHANGE") for such Notes held by any such Holder, a like principal amount of
notes (the "PRIVATE EXCHANGE NOTES") of the Issuers, guaranteed by the
Guarantors, if any, that are identical in all material respects to the Exchange
Notes except for the placement of a restrictive legend on such Private Exchange
Notes. The Private Exchange Notes shall be issued pursuant to the same indenture
as the Exchange Notes and bear the same CUSIP number as the Exchange Notes.

                  In connection with the Exchange Offer, the Issuers shall:

                  (1)      mail, or cause to be mailed, to each Holder of record
         entitled to participate in the Exchange Offer a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;

                  (2)      use their reasonable best efforts to keep the
         Exchange Offer open for not less than 30 days after the date that
         notice of the Exchange Offer is mailed to Holders (or longer if
         required by applicable law);

                  (3)      utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (4)      permit Holders to withdraw tendered Securities at any
         time prior to the close of business, New York time, on the last
         Business Day on which the Exchange Offer remains open; and

                  (5)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Issuers shall:

                  (1)      accept for exchange all Registrable Notes validly
         tendered and not validly withdrawn pursuant to the Exchange Offer and
         the Private Exchange, if any;


<PAGE>

                                       -8-

                  (2)      deliver to the Trustee for cancellation all
         Registrable Notes so accepted for exchange; and

                  (3)      cause the Trustee to authenticate and deliver
         promptly to each Holder of Securities, Exchange Notes or Private
         Exchange Notes, as the case may be, equal in principal amount to the
         Securities of such Holder so accepted for exchange; provided that, in
         the case of any Securities held in global form by a depositary,
         authentication and delivery to such depositary of one or more
         replacement Securities in global form in an equivalent principal amount
         thereto for the account of such Holders in accordance with the
         Indenture shall satisfy such authentication and delivery requirement.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers; and
(iii) all governmental approvals shall have been obtained, which approvals the
Issuers deem necessary for the consummation of the Exchange Offer or Private
Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under
the TIA or is exempt from such qualification and shall provide that the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes, the Private Exchange Notes and the Securities shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes or the Securities will have the right to vote or consent
as a separate class on any matter.

                  (c)      If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuers are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 180 days of the Issue Date, (iii) the Initial Purchasers or
any holder of Private Exchange Notes so requests in writing to the Company at
any time after the consummation of the Exchange Offer, or (iv) in the case of
any Holder that participates in the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such Holder as an affiliate of the Issuers within the meaning of the Securities
Act) and so notifies the Company within 30 days after such Holder first becomes
aware of such restrictions, in the case of each of clauses (i) to and including
(iv) of this sentence, then the Issuers shall promptly deliver to the Holders
and the Trustee written


<PAGE>

                                       -9-

notice thereof (the "SHELF NOTICE") and shall file a Shelf Registration pursuant
to Section 3 hereof.

          3.       SHELF REGISTRATION.

         If at any time a Shelf Notice is delivered as contemplated by Section
2(c) hereof, then:

                  (a)      SHELF REGISTRATION. The Issuers shall as promptly as
         practicable file with the SEC a Registration Statement for an offering
         to be made on a continuous basis pursuant to Rule 415 covering all of
         the Registrable Notes (the "INITIAL SHELF REGISTRATION"). The Issuers
         shall use their reasonable best efforts to file with the SEC the
         Initial Shelf Registration on or prior to the applicable Filing Date.
         The Initial Shelf Registration shall be on Form S-1 or another
         appropriate form permitting registration of such Registrable Notes for
         resale by Holders in the manner or manners designated by them
         (including, without limitation, one or more underwritten offerings).
         The Issuers shall not permit any securities other than the Registrable
         Notes and the Guarantees, if any, to be included in the Initial Shelf
         Registration or any Subsequent Shelf Registration (as defined below).

                  Subject to Section 3(d), the Issuers shall use their
         reasonable best efforts to cause the Shelf Registration to be declared
         effective under the Securities Act on or prior to the Effectiveness
         Date and to keep the Initial Shelf Registration continuously effective
         under the Securities Act until the date that is two years from the
         Issue Date or such shorter period ending when all Registrable Notes
         cease to be Registrable Notes, or all Registrable Notes covered by the
         Initial Shelf Registration have been sold in the manner set forth and
         as contemplated in the Initial Shelf Registration or, if applicable, a
         Subsequent Shelf Registration (as may be extended pursuant to the last
         paragraph of Section 5 hereof, the "EFFECTIVENESS PERIOD"); provided,
         however, that the Effectiveness Period in respect of the Initial Shelf
         Registration shall be extended to the extent required to permit dealers
         to comply with the applicable prospectus delivery requirements of Rule
         174 under the Securities Act and as otherwise provided herein and shall
         be subject to reduction to the extent that the applicable provisions of
         Rule 144(k) are amended or revised to reduce the two year holding
         period set forth therein.

                  (b)      WITHDRAWAL OF STOP ORDERS; SUBSEQUENT SHELF
         REGISTRATIONS. If the Initial Shelf Registration or any Subsequent
         Shelf Registration ceases to be effective for any reason at any time
         during the Effectiveness Period (other than because of the sale of all
         of the Notes registered thereunder), the Issuers shall use their
         reasonable best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof, and in any event shall within 30
         days of such cessation of effectiveness amend such Shelf Registration
         Statement in a manner to obtain the withdrawal of the order suspending
         the effectiveness thereof, or file an additional Shelf Registration
         Statement


<PAGE>

                                      -10-

         pursuant to Rule 415 covering all of the Registrable Notes covered by
         and not sold under the Initial Shelf Registration or an earlier
         Subsequent Shelf Registration (each, a "SUBSEQUENT SHELF
         REGISTRATION"). If a Subsequent Shelf Registration is filed, the
         Issuers shall use their reasonable best efforts to cause the Subsequent
         Shelf Registration to be declared effective under the Securities Act as
         soon as practicable after such filing and to keep such subsequent Shelf
         Registration continuously effective for a period equal to the number of
         days in the Effectiveness Period less the aggregate number of days
         during which the Initial Shelf Registration or any Subsequent Shelf
         Registration was previously continuously effective. As used herein the
         term "SHELF REGISTRATION" means the Initial Shelf Registration and any
         Subsequent Shelf Registration.

                  (c)      SUPPLEMENTS AND AMENDMENTS. The Issuers shall
         promptly supplement and amend the Shelf Registration if required by the
         rules, regulations or instructions applicable to the registration form
         used for such Shelf Registration, if required by the Securities Act, or
         if reasonably requested by the Holders of a majority in aggregate
         principal amount of the Registrable Notes (or their counsel) covered by
         such Registration Statement with respect to the information included
         therein with respect to one or more of such Holders, or by any
         underwriter of such Registrable Notes with respect to the information
         included therein with respect to such underwriter.

                  (d)      BLACKOUT PERIOD. Notwithstanding anything to the
         contrary in this Agreement, the Company, upon notice to the Holders of
         Registrable Notes, may suspend the use of the Prospectus included in
         any Shelf Registration Statement in the event that, and for a period of
         time (a "BLACKOUT PERIOD") not to exceed an aggregate of 60 days in any
         twelve- month period (1) the Board of Directors of the Company
         determines, in good faith, that the disclosure of an event, occurrence
         or other item at such time could reasonably be expected to have a
         material adverse effect on the business, operations or prospects of the
         Company or (2) the disclosure otherwise relates to a material business
         transaction which has not been publicly disclosed and the Board of
         Directors of the Company determines, in good faith, that any such
         disclosure would jeopardize the success of such transaction or that
         disclosure of the transaction is prohibited pursuant to the terms
         thereof; provided, that, upon the termination of such Blackout Period,
         the Company promptly shall notify the Holders of Registrable Notes that
         such Blackout Period has been terminated.

         4.       ADDITIONAL INTEREST.

                  (a)      The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Issuers
agree to pay, jointly and severally, as liquidated damages, additional interest


<PAGE>

                                      -11-

on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent
set forth below (each of which shall be given independent effect):

                  (i)      if (A) neither the Exchange Offer Registration
         Statement nor the Initial Shelf Registration has been filed on or prior
         to the Filing Date applicable thereto or (B) notwithstanding that the
         Issuers have consummated or will consummate the Exchange Offer, the
         Issuers are required to file a Shelf Registration and such Shelf
         Registration is not filed on or prior to the Filing Date applicable
         thereto, then, commencing on the day after any such Filing Date,
         Additional Interest shall accrue on the principal amount of the Notes
         at a rate of 0.50% per annum for the first 90 days immediately
         following such applicable Filing Date, and such Additional Interest
         rate shall increase by an additional 0.50% per annum at the beginning
         of each subsequent 90-day period; or

                  (ii)     if (A) neither the Exchange Offer Registration
         Statement nor the Initial Shelf Registration is declared effective by
         the SEC on or prior to the Effectiveness Date applicable thereto or (B)
         notwithstanding that the Issuers have consummated or will consummate
         the Exchange Offer, the Issuers are required to file a Shelf
         Registration and such Shelf Registration is not declared effective by
         the SEC on or prior to the Effectiveness Date applicable to such Shelf
         Registration, then, commencing on the day after such Effectiveness
         Date, Additional Interest shall accrue on the principal amount of the
         Notes at a rate of 0.50% per annum for the first 90 days immediately
         following the day after such Effectiveness Date, and such Additional
         Interest rate shall increase by an additional 0.50% per annum at the
         beginning of each subsequent 90-day period; or

                  (iii)    if (A) the Issuers have not exchanged Exchange Notes
         for all Notes validly tendered in accordance with the terms of the
         Exchange Offer on or prior to the 180th day after the Issue Date or (B)
         if applicable, a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time during the
         Effectiveness Period (other than during any Blackout Period relating to
         such Shelf Registration), then Additional Interest shall accrue on the
         principal amount of the Notes at a rate of 0.50% per annum for the
         first 90 days commencing on the (x) 181st day after the Issue Date, in
         the case of (A) above, or (y) the day such Shelf Registration ceases to
         be effective in the case of (B) above, and such Additional Interest
         rate shall increase by an additional 0.50% per annum at the beginning
         of each such subsequent 90-day period;

provided, however, that (1) the Additional Interest rate on the Notes may not
accrue under more than one of the foregoing clauses (i)-(iii) at any one time
and at no time shall the aggregate amount of additional interest accruing exceed
in the aggregate 2.0% per annum and (2) Additional Interest shall not accrue
under clause (iii)(B) above during the continuation of a


<PAGE>

                                      -12-

Blackout Period; provided, further, however, that (1) upon the filing of the
applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereof), as the
case may be, shall cease to accrue.

                  (b)      The Issuers shall notify the Trustee within two
Business Days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts
of Additional Interest due pursuant to clause (a) of this Section 4 will be
payable in cash semiannually on each February 15 and August 15 (to the holders
of record on the February 1 and August 1 immediately preceding such dates),
commencing with the first such date occurring after any such Additional Interest
commences to accrue. The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Registrable Notes, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360 day year comprised of twelve 30 day months
and, in the case of a partial month, the actual number of days elapsed), and the
denominator of which is 360. No Additional Interest shall accrue with respect to
Notes that are not Registrable Notes.

                  (c)      The parties hereto agree that the Additional Interest
provided for in this Section 4 constitutes the sole damages that will be
suffered by Holders of Registrable Notes by reason of the occurrence of any of
the events described in Section 4(a)(i)-(iii) hereof.

         5.       REGISTRATION PROCEDURES.

                  In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, each
of the Issuers shall:

                  (a)      Prepare and file with the SEC prior to the applicable
         Filing Date a Registration Statement or Registration Statements as
         prescribed by Section 2 or 3 hereof, and use its reasonable best
         efforts to cause each such Registration Statement to become effective
         and remain effective as provided herein; provided, however, that if (1)
         such filing is pursuant to Section 3 hereof or (2) a Prospectus
         contained in the Exchange Offer Registration Statement filed pursuant
         to Section 2 hereof is required to


<PAGE>

                                      -13-

be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period relating thereto from
whom any Issuer has received timely written notice that it will be a
Participating Broker-Dealer in the Exchange Offer, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuers shall furnish to and afford the Holders of the Registrable Notes
covered by such Registration Statement (with respect to a Registration Statement
filed pursuant to Section 3 hereof) or each such Participating Broker-Dealer
(with respect to any such Registration Statement), as the case may be, their
counsel and the managing underwriters, if any, a reasonable opportunity to
review copies of all such documents (including copies of any documents to be
incorporated by reference therein and all exhibits thereto) proposed to be filed
(in each case at least five business days prior to such filing). The Issuers
shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement, their counsel,
or the managing underwriters, if any, shall reasonably object on a timely basis.

                  (b)      Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration Statement or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period, the
Applicable Period or until consummation of the Exchange Offer, as the case may
be; cause the related Prospectus to be supplemented by any Prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented and with respect to the subsequent resale of any securities being
sold by an Participating Broker-Dealer covered by any such Prospectus; provided
that, to the extent relating to a Shelf Registration Statement, none of the
foregoing shall be required during a Blackout Period. Other than during any
Blackout Period, the Issuers shall be deemed not to have used their reasonable
best efforts to keep a Registration Statement effective if any Issuer
voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless such action is required by applicable
law or permitted by this Agreement.

                  (c)      If (1) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto from whom
any Issuer has received timely written notice that it will be a


<PAGE>

                                      -14-

Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of
Registrable Notes (with respect to a Registration Statement filed pursuant to
Section 3 hereof), or each such Participating Broker-Dealer (with respect to any
such Registration Statement), as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within one business day), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Issuers,
one conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the SEC
of any stop order suspending the effectiveness of a Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct, (iv) of the receipt by any Issuer of
any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the
Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or
any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, and (vi) of the
Issuers' determination that a post-effective amendment to a Registration
Statement would be appropriate.

                  (d)      Use its reasonable best efforts to prevent the
issuance of any order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of a Prospectus or suspending
the qualification (or exemption from qualification) of any of the Registrable
Notes or the Exchange Notes to be sold by any


<PAGE>

                                      -15-

Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to use its reasonable best efforts to obtain the withdrawal of
any such order at the earliest practicable moment.

                  (e)      Subject to Section 3(d), if a Shelf Registration is
filed pursuant to Section 3 and if requested during the Effectiveness Period by
the managing underwriter or underwriters (if any), the Holders of a majority in
aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering or any Participating Broker-Dealer, (i) as
promptly as practicable incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters (if any),
such Holders, any Participating Broker-Dealer or counsel for any of them
reasonably request to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment, and
(iii) supplement or make amendments to such Registration Statement.

                  (f)      If (1) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, furnish to each selling
Holder of Registrable Notes (with respect to a Registration Statement filed
pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who
so requests (with respect to any such Registration Statement) and to their
respective counsel and each managing underwriter, if any, at the sole expense of
the Issuers, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, deliver to each selling
Holder of Registrable Notes (with respect to a Registration Statement filed
pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with
respect to any such Registration Statement), as the case may be, their
respective counsel, and the underwriters, if any, at the sole expense of the
Issuers, as many copies of the Prospectus or Prospectuses (including each form
of preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Issuers
hereby consent to the use of such Prospectus and each


<PAGE>

                                      -16-

amendment or supplement thereto by each of the selling Holders of Registrable
Notes or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers, if any, in connection with the
offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
any delivery of a Prospectus contained in the Exchange Offer Registration
Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes
during the Applicable Period, use its reasonable best efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, the managing underwriter
or underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where Exchange Notes held
by Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuers agree to cause their counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the
Registrable Notes covered by the applicable Registration Statement; provided,
however, that no Issuer shall be required to (A) qualify generally to do
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of $1,000 in any such jurisdiction where it is not then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
3 hereof, cooperate with the selling Holders of Registrable Notes and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations (subject to applicable
requirements contained in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request.

                  (j)      If (1) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to


<PAGE>

                                      -17-

Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by paragraph
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable (except, in the case of a
Shelf Registration, during a Blackout Period) prepare and (subject to Section
5(a) hereof) file with the SEC, at the sole expense of the Issuers, a supplement
or post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Notes being sold thereunder (with
respect to a Registration Statement filed pursuant to Section 3 hereof) or to
the purchasers of the Exchange Notes to whom such Prospectus will be delivered
by a Participating Broker-Dealer (with respect to any such Registration
Statement), any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (k)      Use its reasonable best efforts to cause the
Registrable Notes covered by a Registration Statement or the Exchange Notes, as
the case may be, to be rated with the appropriate rating agencies (unless such
Notes are already so rated), if so requested by the Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement or the Exchange Notes, as the case may be, or the managing underwriter
or underwriters, if any.

                  (l)      Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Notes.

                  (m)      In connection with any underwritten offering of
Registrable Notes pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of debt securities similar
to the Securities, and take all such other actions as are reasonably requested
by the managing underwriter or underwriters in order to expedite or facilitate
the registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants with,
the underwriters with respect to the business of the Issuers (including any
acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to
the Securities, and confirm the same in writing if and when requested; (ii)
obtain the written opinions of counsel to the Issuers, and written updates
thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters, addressed to the underwriters


<PAGE>

                                      -18-

covering the matters customarily covered in opinions reasonably requested in
underwritten offerings; (iii) obtain "cold comfort" letters and updates thereof
in form, scope and substance reasonably satisfactory to the managing underwriter
or underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of the
Issuers, or of any business acquired by the Issuers, for which financial
statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings of debt securities similar to the Securities; and (iv) if
an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable to the sellers and
underwriters, if any, than those set forth in Section 7 hereof (or such other
provisions and procedures reasonably acceptable to Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents, if any). The
above shall be done at each closing under such underwriting agreement, or as,
and to the extent, required thereunder.

                  (n)      If (1) a Shelf Registration is filed pursuant to
Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, make available for
inspection by any Initial Purchaser, any selling Holder of such Registrable
Notes being sold (with respect to a Registration Statement filed pursuant to
Section 3 hereof), or each such Participating Broker-Dealer, as the case may be,
any underwriter participating in any such disposition of Registrable Notes, if
any, and any attorney, accountant or other agent retained by any such selling
Holder or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, or underwriter (any such Initial
Purchasers, Holders, Participating Broker-Dealers, underwriters, attorneys,
accountants or agents, collectively, the "INSPECTORS"), upon written request, at
the offices where normally kept, during reasonable business hours, all pertinent
financial and other records, pertinent corporate documents and instruments of
the Issuers and subsidiaries of the Issuer, if any, (collectively, the
"RECORDS"), as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and
employees of the Issuers and any of their respective subsidiaries, if any, to
supply all information ("INFORMATION") reasonably requested by any such
Inspector in connection with such due diligence responsibilities. Each Inspector
shall agree in writing that it will keep the Records and Information
confidential and that it will not disclose any of the Records or Information
that any Issuer determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such Records
or Information is necessary to avoid or correct a misstatement or omission in
such Regis-


<PAGE>

                                      -19-

tration Statement or Prospectus, (ii) the release of such Records or Information
ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, (iii) disclosure of such Records or Information is necessary or
advisable, in the opinion of counsel for any Inspector, in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or the Purchase Agreement, or any transactions
contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the
information in such Records or Information has been made generally available to
the public other than by an Inspector or an "affiliate" (as defined in Rule 405)
thereof; provided, however, that prior notice shall be provided as soon as
practicable to any Issuer of the potential disclosure of any information by such
Inspector pursuant to clause (i) or (ii) of this sentence to permit the Issuers
to undertake appropriate action to prevent disclosure of such Records or
Information at the Issuers' expense.

                  (o)      Provide an indenture trustee for the Registrable
Notes or the Exchange Notes, as the case may be, and cause the Indenture or the
trust indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes, to effect such changes (if any) to such indenture as
may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its reasonable best efforts to cause such
trustee to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.

                  (p)      Comply with all applicable rules and regulations of
the SEC and make generally available to its securityholders with regard to any
applicable Registration Statement, a consolidated earnings statement satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm commitment
or best efforts underwritten offering and (ii) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter of the
Company, after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.

                  (q)      Upon consummation of the Exchange Offer or a Private
Exchange, if so requested by the Trustee, obtain an opinion of counsel to the
Issuers, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all


<PAGE>

                                      -20-

         Holders of Registrable Notes participating in the Exchange Offer or the
         Private Exchange, as the case may be, that the Exchange Notes or
         Private Exchange Notes, as the case may be, the related guarantee, if
         any, and the related indenture constitute legal, valid and binding
         obligations of the Issuers, enforceable against the Issuers in
         accordance with their respective terms, subject to customary exceptions
         and qualifications. If the Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Registrable Notes by Holders to
         the Company (or to such other Person as directed by the Company), in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, the Issuers shall mark, or cause to be marked, on such
         Registrable Notes that such Registrable Notes are being canceled in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be; in no event shall such Registrable Notes be marked as paid
         or otherwise satisfied.

                  (r)      Cooperate with each seller of Registrable Notes
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Notes and their
         respective counsel in connection with any filings required to be made
         with the National Association of Securities Dealers, Inc. (the "NASD").

                  (s)      Use its reasonable best efforts to take all other
         steps necessary to effect the registration of the Exchange Notes and/or
         Registrable Notes covered by a Registration Statement contemplated
         hereby.

                  The Issuers may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Notes of any seller so long as
such seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Issuers all information required to
be disclosed in order to make the information previously furnished to the
Issuers by such seller not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company, then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance reasonably satisfactory to such Holder, to the effect that
the holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Company, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.


<PAGE>

                                      -21-

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Company (i) of the happening of any
event of the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi)
hereof, or (ii) of the commencement of any Blackout Period, such Holder will, in
each case, forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder's or Participating Broker-Dealer's receipt of the copies of any
supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until
it is advised in writing (the "ADVICE") by the Issuers that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuers shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be
extended by the number of days during such periods from and including the date
of the giving of such notice to and including the date when each seller of
Registrable Notes covered by such Registration Statement or Exchange Notes to be
sold by such Participating Broker-Dealer, as the case may be, shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 5(k) hereof or (y) the Advice.

         6.       REGISTRATION EXPENSES.

                  All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions) shall be borne by the Issuers, whether or not the
Exchange Offer Registration Statement or any Shelf Registration Statement is
filed or becomes effective or the Exchange Offer is consummated, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Notes or Exchange Notes and determination of
the eligibility of the Registrable Notes or Exchange Notes for investment under
the laws of such jurisdictions (x) where the holders of Registrable Notes are
located, in the case of the Exchange Notes, or (y) as provided in Section 5(h)
hereof, in the case of Registrable Notes or Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Registrable Notes
or Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuers and, in the
case of a Shelf Registration,


<PAGE>

                                      -22-

reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof), (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(n)(iii) hereof (including, without
limitation, the expenses of any "cold comfort" letters required by or incident
to such performance), (vi) Securities Act liability insurance, if the Issuers
desire such insurance, (vii) fees and expenses of all other Persons retained by
the Issuers, (viii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees of the Issuers
performing legal or accounting duties), (ix) the expense of any annual audit,
(x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

         7.       INDEMNIFICATION AND CONTRIBUTION.

                  (a)      Each of the Issuers agree, jointly and severally, to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period,
and each Person, if any, who controls such Person or its affiliates within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a
"Participant") against any losses, claims, damages or liabilities to which any
Participant may become subject under the Act, the Exchange Act or otherwise,
insofar as any such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon:

                  (i)      any untrue statement or alleged untrue statement made
         by any Issuer contained in any application or any other document or any
         amendment or supplement thereto executed by any Issuer based upon
         written information furnished by or on behalf of any Issuer filed in
         any jurisdiction in order to qualify the Notes under the securities or
         Blue Sky laws thereof or filed with the SEC or any securities
         association or securities exchange (each, an "APPLICATION");

                  (ii)     any untrue statement or alleged untrue statement of
         any material fact contained in any Registration Statement (or any
         amendment thereto) or Prospectus (as amended or supplemented if any of
         the Issuers shall have furnished any amendments or supplements thereto)
         or any preliminary prospectus; or

                  (iii)    the omission or alleged omission to state, in any
         Registration Statement (or any amendment thereto) or Prospectus (as
         amended or supplemented if the Issuers shall have furnished any
         amendments or supplements thereto) or any preliminary prospectus or any
         Application or any other document or any amendment or supplement
         thereto, a material fact required to be stated therein or necessary to
         make the statements therein not misleading;


<PAGE>

                                      -23-

and will reimburse, as incurred, the Participant for any reasonable legal or
other expenses incurred by the Participant in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, (i) the
Issuers will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or Application or any
amendment or supplement thereto in reliance upon and in conformity with
information relating to any Participant furnished to the Issuers by such
Participant specifically for use therein and (ii) the Issuers shall not be
liable to any Participant under the indemnity agreement in this subsection (a)
with respect to a preliminary prospectus (or Prospectus, before amendment or
supplement) to the extent that any such loss, claim, damage or liability of such
Participant results from the fact that such Participant (or a controlled or
affiliated Person thereof) sold Notes to a Person as to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus (or the Prospectus as then
amended or supplemented if the Issuers shall have furnished such Participant
with copies of such amendment or supplement thereto sufficient to allow for a
timely distribution prior to the confirmation of the sale to such Participant),
in any case where such delivery is required by applicable law and the loss,
claim, damage or liability of such Participant results from an untrue statement
or omission of a material fact contained in the preliminary prospectus which was
corrected in the Prospectus (or in the Prospectus as then amended or
supplemented if the Issuers shall have furnished such Participant with copies of
such amendment or supplement thereto sufficient to allow for a timely
distribution prior to the confirmation of the sale to such Participant). The
indemnity provided for in this Section 7 will be in addition to any liability
that the Issuers may otherwise have to the indemnified parties. The Issuers
shall not be liable under this Section 7 for any settlement of any claim or
action effected without its prior written consent, which shall not be
unreasonably withheld.

                  (b)      Each Participant, severally and not jointly, agrees
to indemnify and hold harmless the Issuers, their directors, their officers and
each Person, if any, who controls the Issuers within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any losses, claims, damages
or liabilities to which the Issuers or any such director, officer or controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Application, Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus, or (ii) the omission or the alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such Participant,
furnished to the Issuers by the Participant, spe-


<PAGE>

                                      -24-

cifically for use therein; and subject to the limitation set forth immediately
preceding this clause, will reimburse, as incurred, any legal or other expenses
incurred by the Issuers or any such director, officer or controlling person in
connection with investigating or defending against or appearing as a third party
witness in connection with any such loss, claim, damage, liability or action in
respect thereof. The indemnity provided for in this Section 7 will be in
addition to any liability that the Participants may otherwise have to the
indemnified parties. The Participants shall not be liable under this Section 7
for any settlement of any claim or action effected without their consent, which
shall not be unreasonably withheld. The Issuers shall not, without the prior
written consent of such Participant, effect any settlement or compromise of any
pending or threatened proceeding in respect of which any Participant is or could
have been a party, or indemnity could have been sought hereunder by any
Participant, unless such settlement (A) includes an unconditional written
release of the Participants from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to an
admission of fault, culpability or failure to act by or on behalf of any
Participant.

                  (c)      Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action for which such
indemnified party is entitled to indemnification under this Section 7, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying
party (i) will not relieve it from any liability under paragraph (a) or (b)
above unless and to the extent such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraphs (a) and
(b) above. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense


<PAGE>

                                      -25-

thereof and approval by such indemnified party of counsel appointed to defend
such action, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses, other than reasonable
costs of investigation, subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that in connection with such
action the indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to one local counsel in any jurisdiction) in
any one action or separate but substantially similar actions in the same
jurisdiction arising out of the same general allegations or circumstances,
designated by Participants who sold a majority in interest of the Registrable
Notes and Exchange Notes sold by all such Participants in the case of paragraph
(a) of this Section 7 or the Issuers in the case of paragraph (b) of this
Section 7, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel
for the indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred following receipt of reasonable supporting documentation. Without
limiting the effect of the last sentence of Section 7(a), after such notice from
the indemnifying party to such indemnified party, the indemnifying party will
not be liable for the costs and expenses of any settlement of such action
effected by such indemnified party without the prior written consent of the
indemnifying party (which consent shall not be unreasonably withheld), unless
such indemnified party waived in writing its rights under this Section 7, in
which case the indemnified party may effect such a settlement without such
consent.

                  (d)      In circumstances in which the indemnity agreement
provided for in the preceding paragraphs of this Section 7 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefits received by the Issuers on
the one hand and such Participant on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (before deducting expenses)
of the Notes received by the Issuers bear to the total gain (if any) excluding
expenses received by such Participant in connection with the sale of the Notes.
The relative fault of the parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the


<PAGE>

                                      -26-

omission or alleged omission to state a material fact relates to information
supplied by the Issuers on the one hand, or the Participants on the other, the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission,
and any other equitable considerations appropriate in the circumstances. The
parties agree that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), no Participant shall be obligated to make
contributions hereunder that in the aggregate exceed the total gain (if any)
received by such Participant in connection with the sale of the Notes, less the
aggregate amount of any damages that such Participant has otherwise been
required to pay by reason of the untrue or alleged untrue statements or the
omissions or alleged omissions to state a material fact, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act shall have the same rights to contribution as
the Participants, and each director of any Issuer, each officer of any Issuer
and each person, if any, who controls any Issuer within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as the Issuers.

         8.       RULES 144 AND 144A.

                  Each of the Issuers covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time such Issuer is not required to file such reports, such
Issuer will, upon the request of any Holder or beneficial owner of Registrable
Notes, make available such information necessary to permit sales pursuant to
Rule 144A. Each of the Issuers further covenants and agrees, for so long as any
Registrable Notes remain outstanding that it will take such further action as
any Holder of Registrable Notes may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Notes
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144(k) under the Securities Act and Rule 144A.

         9.       UNDERWRITTEN REGISTRATIONS.

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Issuers.


<PAGE>

                                      -27-

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

         10.      MISCELLANEOUS.

                  (a)      NO INCONSISTENT AGREEMENTS. The Issuers have not, as
of the date hereof, and the Issuers shall not, after the date of this Agreement,
enter into any agreement with respect to any of their securities that is
inconsistent with the rights granted to the Holders of Registrable Notes in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers' other issued
and outstanding securities under any such agreements. The Issuers will not enter
into any agreement with respect to any of their securities which will grant to
any Person piggy-back registration rights with respect to any Registration
Statement.

                  (b)      ADJUSTMENTS AFFECTING REGISTRABLE NOTES. Except in
compliance with Section 10(c), the Issuers shall not, directly or indirectly,
take any action with respect to the Registrable Notes as a class that would
adversely affect the ability of the Holders of Registrable Notes to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.

                  (c)      AMENDMENTS AND WAIVERS. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Company, and (II)(A) the Holders of not
less than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.


<PAGE>

                                      -28-

                  (d)      NOTICES. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                  (i)      if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchasers as follows:

                           Deutsche Bank Securities Inc.
                           31 West 52nd Street
                           New York, New York 10019
                           Facsimile No.: (646) 324-7467
                           Attention:  Corporate Finance Department

                           with a copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York 10005
                           Facsimile No.: (212) 269-5420
                           Attention:  James J. Clark, Esq.

                  (ii)     if to the Initial Purchasers, at the address
         specified and with a copy as specified in Section 10(d)(i);

                  (iii)    if to the Company, at the address as follows:

                           Anchor Glass Container Corporation
                           4343 Anchor Plaza Parkway
                           Tampa, Florida 33734-7513
                           Facsimile No.: (813) 882-7859
                           Attention: Chief Executive Officer

                           with a copy to:

                           Schulte Roth & Zabel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Facsimile No.:  (212) 593-5955
                           Attention:  Michael R. Littenberg, Esq.


<PAGE>

                                      -29-

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e)      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Notes in violation of the terms of the
Purchase Agreement or the Indenture.

                  (f)      COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (g)      HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

                  (i)      SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j)      SECURITIES HELD BY THE ISSUERS OR THEIR AFFILIATES.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required here-


<PAGE>

                                      -30-

under, Registrable Notes held by the Issuers or their affiliates (as such term
is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                  (k)      THIRD-PARTY BENEFICIARIES. Holders of Registrable
Notes and Participating Broker-Dealers are intended third-party beneficiaries of
this Agreement, and this Agreement may be enforced by such Persons.

                  (l)      ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.


<PAGE>

                                       S-2

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                          ANCHOR GLASS CONTAINER CORPORATION



                                          By:  /s/ Darrin Campbell
                                               ---------------------------------
                                               Name: Darrin Campbell
                                               Title: EVP and CFO


<PAGE>

                                       S-2

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

DEUTSCHE BANK SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON LLC



By:  DEUTSCHE BANK SECURITIES INC.



By:  /s/ Mark Fedorcik
     ---------------------------------------
     Name: Mark Fedorcik
     Title: Director



By:  /s/ Chris Johnson
     ---------------------------------------
     Name: Chris Johnson
     Title: Managing Director



By:  BANC OF AMERICA SECURITIES LLC



By:  /s/ Douglas W. McCurdy
     ---------------------------------------
     Name: Douglas W. McCurdy
     Title: Vice President



By:  CREDIT SUISSE FIRST BOSTON LLC



By:  /s/ Mitchell Goldstein
     ---------------------------------------
     Name: Mitchell Goldstein
     Title: Director