ANCHOR GLASS CONTAINER CORP /NEW
10/16/00 IRREVOCABLE PROXY & PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.67
<SEQUENCE>6
<FILENAME>g65086ex10-67.txt
<DESCRIPTION>10/16/00 IRREVOCABLE PROXY & PLEDGE AGREEMENT
<TEXT>

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                                                                   EXHIBIT 10.67

                              IRREVOCABLE PROXY AND
                                PLEDGE AGREEMENT


         THIS IRREVOCABLE PROXY AND PLEDGE AGREEMENT (this "Agreement"), dated
as of October 16, 2000, by and between Anchor Glass Container Corporation, a
Delaware corporation ("Pledgor") and Bank of America, National Association, as
agent for certain lenders pursuant to the Loan Agreement (as defined herein)
("Pledgee").

                                   Background

         1.       G&G Investments, Inc., a Delaware corporation ("G&G"), Mrs.
Petra Buschmeier and Mr. Ulrich Buschmeier are parties to a purchase agreement,
dated September 5, 1998 (the "Purchase Agreement"), pursuant to which G&G was to
purchase a majority interest in Kommanditgesellschaft in Firma Hermann Heye, a
German limited partnership (including any successors or assigns, the
"Partnership").

         2.       A dispute has occurred between G&G and the other parties to
the Purchase Agreement. G&G may enter into a settlement agreement (the
"Settlement"), or receive an award or be the beneficiary of a decision (the
"Award") in an arbitration proceeding pursuant to which G&G may be entitled to
receive certain property, including, without limitation, partnership interests
in the Partnership or equity interests in a substitute partnership, corporation,
or other business enterprise, cash, rights to payment, rights of contribution or
indemnification, and/or other rights, interests, and obligations due to G&G
(collectively, the "Settlement or Award Property"), and, in addition to the
Settlement or Award Property, G&G may receive payments from Consumer Packaging
Inc. ("CPI") as a result CPI's obligations of indemnity or contribution, if any,
in connection with G&G's entering into the Purchase Agreement on CPI's behalf
(all such payments received from CPI, if any, are referred to collectively
herein as the ("Indemnity Property").

         3.       Pledgor loaned certain funds to G&G in connection with the
Purchase Agreement pursuant to a promissory note (the "Original Note"), dated
September 8, 1998, made by G&G in favor of Pledgor in the principal amount of
$17,330,021.37.

         4.       The Original Note is being replaced by a replacement
promissory note, of even date herewith (as such promissory note may be amended,
restated, or otherwise modified from time to time, the "Intercompany Note"), in
the principal amount of $17,330,021.37 maturing October 31, 2003 made by G&G in
favor of Pledgor and endorsed to Pledgee.

         5.       Pledgor, certain Lenders and Pledgee, as agent for such
Lenders, are parties to that certain Loan and Security Agreement of even date
herewith (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement").

         6.       To induce said Lenders and Pledgee to enter into the Loan
Agreement, Pledgor wishes to grant a continuing security interest in and to the
Pledged Collateral to secure the Obligations.


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         NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:

         Section 1. Definitions. Terms used but not otherwise defined herein
shall have the meaning given such terms in the Loan Agreement. The following
additional terms shall have the following meanings:

         "Operative Documents" means any documents relating to the transaction
contemplated by the Purchase Agreement, including the Purchase Agreement and any
documents arising out of or as a result of any settlement discussions or
agreements or awards, as such documents may be amended, restated or otherwise
modified from time to time.

         "Pledged Collateral" means any Settlement or Award Property and/or any
Indemnity Property of which Pledgor becomes the owner.

         "Security Interests" means the security interests in the Pledged
Collateral granted hereunder securing the Obligations.

         Unless otherwise defined herein, or unless the context otherwise
requires, all terms used herein which are defined in the Illinois Uniform
Commercial Code as in effect on the date hereof shall have the meanings therein
stated.

         Section 2. Representations and Warranties. Pledgor represents and
warrants as follows:

         (A)      The Pledged Collateral. As of the date Pledgor becomes owner
of any Pledged Collateral pursuant to the Intercompany Note or otherwise, such
Pledged Collateral shall be subject to no options to purchase or similar rights
of any Person. Pledgor is not and will not become a party to or otherwise bound
by any agreement, other than this Agreement, which restricts in any manner the
rights of any present or future holder of any of the Pledged Collateral with
respect thereto.

         (B)      Certain Matters Respecting the Security Interests. Upon the
delivery of any applicable certificates evidencing the equity interests which
constitute Pledged Collateral and the recording of any related UCC Financing
Statement (the "UCC Financing Statement") required by Pledgee and in the form
prepared by Pledgee's counsel and executed by Pledgor, to the extent required to
be filed in the Illinois Secretary of State's Office to perfect Pledgee's
interest in such pledged equity, Pledgee will have valid and perfected security
interests in the Pledged Collateral. Other than with respect to the UCC
Financing Statement no registration, recordation or filing with any governmental
body, agency or official is necessary for the validity or enforceability hereof
or for the perfection or enforcement of the Security Interests to the extent the
Security Interests consists of limited partnership interests.

         (C)      Chief Executive Office. The chief executive office of Pledgor
is located at One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, Florida
33634-75131.

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         Section 3. The Security Interests. In order to secure the due, full and
punctual payment of the Obligations:

         (A)      Pledgor hereby assigns, grants a security interest in, and
pledges to Pledgee all of Pledgee's right title and interest in, under and to
the Pledged Collateral, including all of its rights and privileges with respect
to the Pledged Collateral, all income and profits thereon, all interest,
dividends and other payments and distributions with respect thereto, and all
proceeds of the foregoing. To the extent that Pledgee's rights in the Pledged
Collateral arise after the date of this Agreement, the grant in the preceding
sentence by Pledgor shall be deemed to be remade by Pledgor as of such date.

         (B)      The Security Interests are granted as security only and shall
not subject Pledgee to, or transfer or in any way affect or modify, any
obligation or liability of Pledgor or the Company with respect to any of the
Pledged Collateral or any transaction in connection therewith.

         Section 4. Delivery of Pledged Collateral. All Pledged Collateral shall
be delivered to Pledgee by Pledgor pursuant hereto and all notes or other
instruments constituting Pledged Collateral shall be endorsed to the order of
Pledgee and accompanied by any required transfer tax stamps, all in form and
substance satisfactory to Pledgee. All certificates representing equity
interests constituting Pledged Collateral delivered to Pledgee by Pledgor
pursuant hereto shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank,
with signatures appropriately guaranteed and accompanied by any required
transfer tax stamps, all in form and substance satisfactory to Pledgee.

         Section 5.  Filing; Further Assurances.

         (A)      Pledgor agrees that it will, at its expense and in such manner
and form as Pledgee may reasonably require, execute, deliver, file and record
any financing statement, specific assignment or other paper and take any other
action that may be necessary or desirable, or that Pledgee may request, in order
to create, preserve, perfect or validate any Security Interest or to enable
Pledgee to exercise and enforce its rights hereunder with respect to any of the
Pledged Collateral. To the extent permitted by applicable law, Pledgor hereby
authorizes Pledgee to execute and file, in the name of Pledgor or otherwise,
Uniform Commercial Code financing statements which Pledgee in its sole
discretion may deem necessary or appropriate respecting the Security Interests.

         (B)      Pledgor agrees that it will not change (i) its name, identity
or corporate structure in any manner or (ii) the location of its chief executive
office unless it shall have given Pledgee not less than 30 days' prior notice
thereof.

         Section 6. Record Ownership of Pledged Collateral. Pledgee may at any
time or from time to time, in its sole discretion, cause any or all of the
Pledged Collateral to be transferred of record into the name of Pledgee or its
nominee. Pledgor will promptly give to Pledgee copies of any notices or other
communications received by it with respect to any equity interests which
constitute Pledged Collateral and are registered in the name of Pledgor and
Pledgee will promptly give to Pledgor, or its nominee, copies of any notices and
communications received by Pledgee with respect to the such pledged equity
interests.

         Section 7. Right to Receive Distributions on Pledged Collateral.
Pledgee shall have the


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right to receive and to retain as Pledged Collateral hereunder all dividends,
interest and other payments and distributions made upon or with respect to the
Pledged Collateral and Pledgor shall take all such action as Pledgee may deem
necessary or appropriate to give effect to such right. All such dividends,
interest and other payments and distributions which are received by Pledgor
shall be received in trust for the benefit of Pledgee and shall, forthwith upon
demand by Pledgee, be paid over to Pledgee as Pledged Collateral in the same
form as received (with any necessary endorsement).

         Section 8.

         (A)      Right to Vote Pledged Equity; Irrevocable Proxy. Unless an
Event of Default shall have occurred and be continuing, Pledgor shall have the
right, from time to time, to vote and to give consents, ratifications and
waivers with respect to any equity interests constituting Pledged Collateral,
and Pledgee shall, upon receiving a written request to take any such action with
respect thereto from Pledgor accompanied by a certificate signed by its
principal financial officer stating that no Event of Default has occurred and is
continuing, take such reasonable action respecting any equity interests
constituting Pledged Collateral which are registered in the name of Pledgee or
its nominee as shall be so specified, so long as the request and action are
satisfactory to Pledgee.

         (B)      If an Event of Default shall have occurred and be continuing,
Pledgee shall have the right, and Pledgor shall take all such action as may be
necessary or appropriate to give effect to such right, to vote and to give
consents, ratifications and waivers, and take any other action with respect to
any or all of the equity interests constituting Pledged Collateral with the same
force and effect as if Pledgee were the absolute and sole owner thereof.

         (C)      Without limiting the foregoing, Pledgor hereby authorizes
Pledgee, acting through any of its officers, to act as Pledgor's proxy to vote
at any meeting of partners, members or stockholders, to express consent or
dissent to corporate action in writing without a meeting and to give consents,
ratification and waivers, with respect to any or all of the equity interests
constituting Pledged Collateral for so long as any Event of Default shall have
occurred and be continuing. The foregoing proxy and authorization is given in
connection with the grant of a security interest in the Pledged Collateral, is
coupled with an interest and shall be irrevocable and shall continue until such
time as the Obligations have been satisfied in full.

         Section 9.  General Authority.

         (A)      Pledgor hereby irrevocably appoints Pledgee its true and
lawful attorney, with full power of substitution, in the name of Pledgor,
Pledgee, or otherwise, for the sole use and benefit of Pledgee, but at the
expense of Pledgor, to the extent permitted by law to exercise, at any time and
from time to time while an Event of Default has occurred and is continuing, all
or any of the following powers with respect to all or any of the Pledged
Collateral:

                  (i)      to demand, sue for, collect, receive and give
         acquittance for any and all monies due or to become due upon or by
         virtue thereof,

                  (ii)     to settle, compromise, compound, prosecute or defend
         any action or


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         proceeding with respect thereto,

                  (iii)    to sell, transfer, assign or otherwise deal in or
         with the same or the proceeds or avails thereof, as fully and
         effectually as if Pledgee were the absolute owner thereof, and

                  (iv)     to extend the time of payment of any or all thereof
         and to make any allowance and other adjustments with reference thereto.

         Section 10. Remedies upon Event of Default. If any Event of Default
shall have occurred and be continuing, Pledgee may exercise all the rights of a
secured party under the UCC (whether or not in effect in the jurisdiction where
such rights are exercised) and, in addition, Pledgee may, without being required
to give any notice, except as herein provided or as may be required by mandatory
provisions of law, (i) apply the cash, if any, then held by it as Pledged
Collateral as specified in the Loan Agreement and (ii) if there shall be no such
cash or if such cash shall be insufficient to pay all the Obligations in full,
sell the Pledged Collateral or any part thereof at public or private sale or at
any broker's board or on any securities exchange, for cash, upon credit or for
future delivery, and at such price or prices as Pledgee may deem satisfactory.
Pledgee may be the purchaser of any or all of the Pledged Collateral so sold at
any public sale (or, if the Pledged Collateral is of a type customarily sold in
a recognized market or is of a type which is the subject of widely distributed
standard price quotations, at any private sale). Pledgee is authorized, in
connection with any such sale, if it deems it advisable so to do, (i) to
restrict the prospective bidders on or purchasers of any of securities
constituting Pledged Collateral to a limited number of sophisticated investors
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or sale of any of such
pledged securities, (ii) to cause to be placed on certificates for any or all
securities constituting Pledged Collateral or on any other securities pledged
hereunder a legend to the effect that such security has not been registered
under the Securities Act and may not be disposed of in violation of the
provision of said Act, and (iii) to impose such other limitations or conditions
in connection with any such sale as Pledgee deems necessary or advisable in
order to comply with said Act or any other law provided that Pledgee shall give
Pledgor not less than ten days' prior written notice of the time and place of
any sale or other intended disposition of any of the Pledged Collateral except
any Pledged Collateral which is of a type customarily sold on a recognized
market. Pledgee and Pledgor agree that such notice constitutes "reasonable
notification" within the meaning of Section 9-504(3) of the UCC. Pledgor
covenants and agrees that it will execute and deliver such documents and take
such other action as Pledgee deems necessary or advisable in order that any such
sale may be made in compliance with law. Upon any such sale Pledgee shall have
the right to deliver, assign and transfer to the purchaser thereof the Pledged
Collateral so sold. Each purchaser at any such sale shall hold the Pledged
Collateral so sold absolutely and free from any claim or right of whatsoever
kind, including any equity or right of redemption of Pledgor which may be
waived, and Pledgor, to the extent permitted by law, hereby specifically waives
all rights of redemption, stay or appraisal which it has or may have under any
law now existing or hereafter adopted. The notice (if any) of such sale shall
(1) in case of a public sale, state the time and place fixed for such sale, (2)
in case of sale at a broker's board or on a securities exchange, state the board
or exchange at which such sale is to be made and the day on which the Pledged
Collateral, or the portion thereof so being sold, will first be offered for sale
at such board or exchange, and (3) in the case of a private sale, state the day


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after which such sale may be consummated. Any such public sale shall be held at
such time or times within ordinary business hours and at such place or places as
Pledgee may fix in the notice of such sale. At any such sale the Pledged
Collateral may be sold in one lot as an entirety or in separate parcels, as
Pledgee may determine. Pledgee shall not be obligated to make any such sale
pursuant to any such notice. Pledgee may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for the sale, and such sale may be
made at any time or place to which the same may be so adjourned. In case of any
sale of all or any part of the Pledged Collateral on credit or for future
delivery, the Pledged Collateral so sold may be retained by Pledgee until the
selling price is paid by the purchaser thereof, but Pledgee shall not incur any
liability in case of the failure of such purchaser to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may again be sold upon like notice. Pledgee, instead of exercising
the power of sale herein conferred upon it, may proceed by a suit or suits at
law or in equity to foreclose the Security Interests and sell the Pledged
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.

         Section 11. Limitation on Duty of Pledgee in Respect of Pledged
Collateral. Beyond the exercise of reasonable care in the custody thereof,
Pledgee shall have no duty as to any Pledged Collateral in its possession or
control or in the possession or control of any agent or bailee or any income
thereon or as to the preservation of rights against prior parties or any other
rights pertaining thereto. Pledgee shall be deemed to have exercised reasonable
care in the custody and preservation of the Pledged Collateral in its possession
if the Pledged Collateral is accorded treatment substantially equal to that
which it accords its own property, and shall not be liable or responsible for
any loss or damage to any of the Pledged Collateral, or for any diminution in
the value thereof, by reason of the act or omission of any agent or bailee
selected by Pledgee in good faith.

         Section 12. Appointment of Agents. At any time or times, in order to
comply with any legal requirement in any jurisdiction, Pledgee may appoint a
bank or trust company or one or more other persons, to act as separate agent or
agents on behalf of Pledgee with such power and authority as may be necessary
for the effectual operation of the provisions hereof and may be specified in the
instrument of appointment (which may, in the discretion of Pledgee, include
provisions for the protection of such separate agent).

         Section 13. Termination of Security Interests; Release of Pledged
Collateral. When the Obligations have been fully satisfied and no longer exist,
the Security Interests shall terminate and all rights to the Pledged Collateral
shall revert to Pledgor. Upon any such termination of the Security Interests or
release of Pledged Collateral, Pledgee will, at the expense of Pledgor, execute
and deliver to Pledgor such documents as Pledgor shall reasonably request to
evidence the termination of the Security Interests or the release of such
Pledged Collateral, as the case may be.

         Section 14. Notices. All notices, communications and distributions
hereunder shall be given in accordance with Section 15.8 of the Loan Agreement.

         Section 15. Waivers; Non-Exclusive Remedies. No failure on the part of
Pledgee to exercise, and no delay in exercising and no course of dealing with
respect to, any right under this


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Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise by Pledgee of any right under the Loan Agreement, any other Loan
Document or this Agreement preclude any other or further exercise thereof or the
exercise of any other right. The rights in this Agreement, the other Security
Documents and the Loan Agreement are cumulative and are not exclusive of any
other remedies provided by law.

         Section 16. Successors and Assigns. This Agreement is for the benefit
of Pledgee and its successors and assigns, and in the event of an assignment of
all or any of the Obligations, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such indebtedness. This
Agreement shall be binding on Pledgor and its successors and assigns.

         Section 17.  Obligations Unconditional; Discharge of Obligations, etc.

        (A)      The Security Interests and the obligations of Pledgor
hereunder shall not be released, discharged or otherwise affected by:

                  (i)      any extension, renewal, settlement, compromise,
         waiver or release in respect of the obligations of any party to the
         Operative Documents, by operation of law or otherwise;

                  (ii)     any modification or amendment of or supplement to any
         Operative Document;

                  (iii)    any release, non-perfection or invalidity of any
         direct or indirect security for any obligation of any party to the
         Operative Documents;

                  (iv)     any change in the corporate existence, structure or
         ownership of any party to the Operative Documents or any insolvency,
         bankruptcy, reorganization or other similar proceeding affecting any
         party to the Operative Documents or any of its assets or any resulting
         release or discharge of any obligation of any such party contained in
         any Operative Document;

                  (v)      the existence of any claim, set-off or other rights
         which Pledgor may have at any time against the Partnership (including
         any successor or assign thereof), Pledgee or any other Person, whether
         in connection herewith or any unrelated transactions, provided that
         nothing herein shall prevent the assertion of any such claim by
         separate suit or compulsory counterclaim;

                  (vi)     any invalidity or unenforceability relating to or
         against any party to any Operative Document, or any provision of
         applicable law or regulation purporting to prohibit the payment by G&G
         of the principal of or interest on the Intercompany Note or any other
         amount payable by G&G under any Operative Document; or

                  (vii)    any other act or omission to act or delay of any kind
         by G&G, Pledgee or any other Person or any other circumstance
         whatsoever which might, but for the provisions of this paragraph,
         constitute a legal or equitable discharge of the obligations of


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         a surety.

         (B)      Pledgor irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against any other
Person.

         (C)      Pledgor hereby waives any right or claim of exoneration,
reimbursement, subrogation, contribution or indemnity and any other similar
right or claim arising out of this Agreement.

         (D)      If acceleration of the time for payment of any amount payable
by G&G under the Operative Documents is stayed upon the insolvency, bankruptcy
or reorganization of the Company, the Security Interests and the obligations of
Pledgor hereunder may none the less be enforced as fully as if such acceleration
were ineffective.

         Section 18. Changes in Writing. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only in writing signed by Pledgor and Pledgee.

         Section 19. Governing Law; Venue; Waiver of Jury Trial. Pledgor and
Pledgee agree that this Agreement shall be governed by the laws of the State of
Illinois as further provided in Section 15.3 of the Loan Agreement.

         Section 20. Severability. If any provision hereof is invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(i) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of Pledgee in order to
carry out the intentions of the parties hereto as nearly as may be possible; and
(ii) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.

         Section 21. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


                            (SIGNATURE PAGE FOLLOWS)


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                             ANCHOR GLASS CONTAINER CORPORATION

                             By: /s/ John J. Ghaznavi
                                 ---------------------------------------------
                             Name: John J. Ghaznavi
                                   -------------------------------------------
                             Title: Chairman and CEO
                                    ------------------------------------------

                             BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent

                             By: /s/ Stephen G. Bernardo
                                 ---------------------------------------------
                             Name: Stephen G. Bernardo
                                   -------------------------------------------
                             Title: Vice President
                                    ------------------------------------------



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