ANACOMP, INC. TO IBJ SCHRODER BANK & TRUST COMPANY, TRUSTEE __________________________ FIRST SUPPLEMENTAL INDENTURE __________________________ Dated as of June 12, 1998 Supplement to Indenture, dated as of March 24, 1997First Supplemental Indenture • June 24th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
ANACOMP, INC.Indenture • April 16th, 1997 • Anacomp Inc • Photographic equipment & supplies • New York
Rights Agent RIGHTS AGREEMENTRights Agreement • August 21st, 2002 • Anacomp Inc • Photographic equipment & supplies • Indiana
ASSET PURCHASE AGREEMENT Dated as of May 5, 1998Asset Purchase Agreement • June 24th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
RECITALSRights Agreement • August 12th, 2004 • Anacomp Inc • Photographic equipment & supplies • Indiana
RECITALSTermination Agreement • August 28th, 2001 • Anacomp Inc • Photographic equipment & supplies
Exhibit 4.5 ANACOMP, INC. 10 7/8% SENIOR SUBORDINATED NOTES DUE 2004 PURCHASE AGREEMENT March 19, 1997 PURCHASE AGREEMENTPurchase Agreement • April 16th, 1997 • Anacomp Inc • Photographic equipment & supplies • New York
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all...Joint Filing Agreement • March 20th, 2002 • Anacomp Inc • Photographic equipment & supplies
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
Exhibit 10.14 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT First Amendment dated as of March 26, 2004 to Second Amended and Restated Revolving Credit Agreement (the "First Amendment"), by and among ANACOMP, INC., an...Revolving Credit Agreement • May 14th, 2004 • Anacomp Inc • Photographic equipment & supplies • Massachusetts
LOAN AND SECURITY AGREEMENT by and between ANACOMP, INC. as Borrower,Loan and Security Agreement • August 12th, 2004 • Anacomp Inc • Photographic equipment & supplies • New York
OFFICE LEASE KILROY REALTY 15378 AVENUE OF SCIENCE PROJECT KILROY REALTY, L.P., a Delaware limited partnership, as Landlord,Office Lease • August 14th, 2002 • Anacomp Inc • Photographic equipment & supplies • California
andWarrant Agreement • January 9th, 2002 • Anacomp Inc • Photographic equipment & supplies • New York
EXHIBIT 10.6 EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2001 • Anacomp Inc • Photographic equipment & supplies • California
EXHIBIT 10.12 [FLEET NATIONAL BANK LETTERHEAD] December 15, 2000 Edward P. Smoot President and Chief Executive Officer Anacomp, Inc. 12365 Crosthwaite Circle Poway, California 92064 Re: FORBEARANCE AND STANDSTILL AGREEMENT Reference is made to that...Forbearance Agreement • August 28th, 2001 • Anacomp Inc • Photographic equipment & supplies
PARTNERSHIP AGREEMENT OF MILFAM II L.P.Partnership Agreement • February 21st, 2002 • Anacomp Inc • Photographic equipment & supplies • Georgia
EXHIBIT INDEX EXHIBIT NUMBER (10) MATERIAL CONTRACTS (a) Amended and Restated Employment Agreement, effective October 1, 1996, between Anacomp, Inc. and P. Lang Lowrey, III. (b) Employment Agreement, effective October 1, 1992, between Anacomp, Inc....Employment Agreement • December 30th, 1996 • Anacomp Inc • Photographic equipment & supplies • Georgia
BETWEEN ANACOMP, INC. ("ANACOMP")Employment Agreement • December 28th, 1999 • Anacomp Inc • Photographic equipment & supplies • California
EXHIBIT INDEX EXHIBIT NUMBER (10) MATERIAL CONTRACTS (11) STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS. (21) SUBSIDIARIES OF THE REGISTRANT. (27) FINANCIAL DATA SCHEDULE (REQUIRED FOR ELECTRONIC FILING ONLY). EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 1997 • Anacomp Inc • Photographic equipment & supplies
ARTICLE I PRIOR AGREEMENT AND JURISDICTIONEmployment Agreement • December 29th, 1998 • Anacomp Inc • Photographic equipment & supplies
RECITALSChange of Control Severance Agreement • August 14th, 2003 • Anacomp Inc • Photographic equipment & supplies • California
BETWEEN ANACOMP, INC. ("ANACOMP")Employment Agreement • December 28th, 1999 • Anacomp Inc • Photographic equipment & supplies • California
EXHIBIT 10.2 EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 1997 • Anacomp Inc • Photographic equipment & supplies • California
BETWEEN ANACOMP, INC. ("ANACOMP")Employment Agreement • August 17th, 1998 • Anacomp Inc • Photographic equipment & supplies • California
80,000,000 CREDIT AND GUARANTEE AGREEMENT Dated as of February 28, 1997 among ANACOMP, INC., THE FOREIGN SUBSIDIARY BORROWERS, The Lenders Party Hereto, and THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent...Credit and Guarantee Agreement • April 16th, 1997 • Anacomp Inc • Photographic equipment & supplies • New York
INDENTURE Dated as of June 18, 1998 IBJ SCHRODER BANK & TRUST COMPANY, Trustee TABLE OF CONTENTSIndenture • June 24th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
SECTION 1Trust Agreement • February 21st, 2002 • Anacomp Inc • Photographic equipment & supplies • Ohio
BETWEENEmployment Agreement • February 17th, 1998 • Anacomp Inc • Photographic equipment & supplies
IRREVOCABLE TRUST AGREEMENT MILGRAT I(A)Irrevocable Trust Agreement • February 21st, 2002 • Anacomp Inc • Photographic equipment & supplies • Ohio
1 EXHIBIT 10 MATERIAL CONTRACTS (ab) LEASE AGREEMENT This Lease Agreement is made as of this 24th day of June 1993, between Com-Lease, Inc., with its principal office at One University Plaza, Hackensack, New Jersey 07601 (the "Lessor"), and Anacomp,...Lease Agreement • January 16th, 1996 • Anacomp Inc • Photographic equipment & supplies • New York
AMENDMENT NO. 1 toAsset Purchase Agreement • August 17th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 24th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
ANACOMP, INC. 10 7/8% SERIES C SENIOR SUBORDINATED NOTES DUE 2004 PURCHASE AGREEMENTPurchase Agreement • June 24th, 1998 • Anacomp Inc • Photographic equipment & supplies • New York
BETWEENMaster Procurement Agreement • November 19th, 2004 • Anacomp Inc • Photographic equipment & supplies • Texas
Exhibit 4.6 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • April 16th, 1997 • Anacomp Inc • Photographic equipment & supplies • New York
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 21, 2003 among ANACOMP, INC. THE LENDERS LISTED ON ANNEX A HERETO and FLEET NATIONAL BANK, as AgentRevolving Credit Agreement • November 25th, 2003 • Anacomp Inc • Photographic equipment & supplies
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of November 21, 2003, by and among ANACOMP, INC. (the “Borrower”), an Indiana corporation having its principal place of business at 15378 Avenue of Science, San Diego, California 92129-3407, FLEET NATIONAL BANK, a national banking association and the other lending institutions listed on Annex A and FLEET NATIONAL BANK as agent for itself and such other lending institutions.
