0001047469-02-008419 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 27th, 2002 • Anacomp Inc • Photographic equipment & supplies

This First Amendment to Rights Agreement is entered into as of December 17, 2002, between Anacomp, Inc., an Indiana corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agent"), with respect to the Rights Agreement dated as of August 8, 2002 (the "Rights Agreement"). Capitalized terms used in this document and not otherwise defined herein shall have the meanings ascribed in the Rights Agreement.

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SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND RESTRUCTURE OF OBLIGATIONS
Revolving Credit Agreement • December 27th, 2002 • Anacomp Inc • Photographic equipment & supplies • Massachusetts

Second Amendment dated as of December 19, 2002 to Amended and Restated Revolving Credit Agreement and Restructure of Obligations (the "Second Amendment"), by and among ANACOMP, INC., an Indiana corporation (the "Borrower"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.). and the other lending institutions listed on Annex A to the Credit Agreement (as hereinafter defined) (the "Banks"), amending certain provisions of the Amended and Restated Revolving Credit Agreement and Restructure of Obligations dated December 31, 2001 (as amended and in effect from time to time, the "Credit Agreement") by and among the Borrower, the Banks and Fleet National Bank as agent for the Banks (the "Agent"). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.

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