Debtor-in-Possession Note

Anchor Glass Container Corporation (the “Debtor”).

Those holders (the “Holders”) of the 11% Senior Secured Notes due 2013 (the “Senior Secured Notes”) identified on the signature pages hereto.

Wells Fargo Bank, N.A.

Advances made available to the Debtor by the Note Purchasers in an aggregate principal amount of $15,000,000 (the “Facility”). All amounts outstanding and any other obligations of the Debtor under the Facility shall become due and payable on the Maturity Date.

The Debtor also hereby agrees that it shall, assuming satisfactory

completion by the Note Purchasers of appropriate due diligence and appropriate documentation, enter into an agreement with certain holders of the Senior Secured Notes who agree to become note purchasers thereunder to issue an additional $125,000,000 within twenty days hereof on substantially the same terms and conditions to be agreed to by such holders, subject to Bankruptcy Court approval, as well as such additional terms and conditions to be provided in appropriate note purchase documentation which shall be used to pay all obligations to the Holders under this Facility, retire in full the Wachovia DIP facility, and retire in full the Madeline facility.

The Debtors and Wachovia (or any other interim DIP lender) shall agree to the term sheet for the Facility by no later than August 10, 2005.

Proceeds of the notes issued under the Facility will be used to pay for the post-petition operating expenses of the Debtor in accordance with the Budget and other costs and expenses of administration of the Chapter 11 case concerning the Debtor (the “Case”), which has been commenced in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). Expenses not on the Budget require approval of the Note Purchasers as follows: After $5 million of the Note proceeds has been used, in the event a weekly variance of net cash flows exceeds negative $500,000 then the Debtor shall require Note Purchasers consent for further variances. If positive variance, net positive can roll forward to next week.

Debtor agrees to twice weekly cash forecast/business update calls with the Note Purchasers.

The Debtor’s use of the proceeds shall be in compliance with a budget which shall be agreed upon by the Debtor and the Note Purchasers.

The Facility shall close upon the first date practicable following the entry of an interim order by the Bankruptcy Court approving the Facility on terms and conditions satisfactory to the relevant Holders in their sole discretion (the “Interim Order”), which is anticipated to be on or prior to August 10, 2005.

The earliest of (i) forty-five (45) days from the Closing Date or (ii) the date on which an Event of Default (as defined below) occurs. All amounts outstanding and any other obligations of the Debtor under the Facility shall be due and payable in full in cash on the Maturity Date.

A fee equal to 100 bps if the Facility is refinanced with a replacement debtor in possession financing before maturity (unless such replacement debtor in possession financing is the $125,000,000 Facility contemplated above).

The Facility will bear cash interest at a rate equal to the rate applicable to a LIBOR interest period of 3 month on the Closing Date (as determined by the Administrative Agent on such date in accordance with applicable conventions in the Eurodollar lending market) plus 700 bps, payable on the Maturity Date.

During the continuance of an Event of Default, the Facility will bear cash interest at an additional 200 bps per annum.

A commitment fee to the Note Purchasers equal to 100 bps of the principal amount of the Facility will be earned and due and payable to the Note Purchasers upon entry of the Interim Order.

All fees, terms and conditions applicable to appointment and duties of the Administrative Agent with respect to the Facility shall be reasonably acceptable to the Note Purchasers.

The Debtor shall pay in the ordinary course, without further Court order, all (i) reasonable out of pocket costs and expenses of the Administrative Agent (including all reasonable fees, expenses and disbursements of outside counsel and consultants) in connection with the preparation, execution and delivery of the note purchase documentation and the funding of the Facility, the administration of the Facility and any amendment or waiver of any provision of the note purchase documentation, (ii) reasonable out of pocket costs and expenses of the Note Purchasers (including reasonable fees, expenses and disbursements of counsel) in connection with the enforcement or protection of any of their rights and remedies under the note purchase documentation and (iii) all reasonable fees and expenses of the Note Purchasers’ professionals in connection with the Case. The Note Purchasers shall provide a summary of those fees and expenses to the Debtor, any duly appointed official committee, the office of the U.S. Trustee and, in the event of an objection within five days of receipt, such objection

shall be heard by the Bankruptcy Court.

All amounts owing by the Debtor under the Facility in respect thereof at all times will constitute allowed super-priority administrative expense claims in the Case having priority over all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, subject only to the Carve-Out (as defined below).

All amounts owing by the Debtor under the Facility will be secured by a first priority perfected priming security interest in, and lien on, all of the assets (tangibl