Exhibit 4.4
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ANACOMP, INC.
TO
IBJ XXXXXXXX BANK & TRUST COMPANY, TRUSTEE
__________________________
FIRST SUPPLEMENTAL INDENTURE
__________________________
Dated as of June 12, 1998
Supplement to Indenture,
dated as of March 24, 1997
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FIRST SUPPLEMENTAL INDENTURE, dated as of June 12, 1998, between ANACOMP,
INC., a corporation duly organized and existing under the laws of the State of
Indiana (the "Company"), and IBJ XXXXXXXX BANK & TRUST COMPANY, a banking
corporation duly organized and existing under the laws of the State of New York,
as Trustee under the Indenture referred to below (the "Trustee")
W I T N E S S E T H:
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WHEREAS, the Company and the Trustee are parties to the Indenture, dated as
of March 24, 1997 (the "Indenture"), pursuant to which the Company has issued
certain Securities that remain outstanding as of the date hereof; and
WHEREAS, Section 10.1 of the Indenture provides that the Company and the
Trustee may amend the Indenture without notice to or consent of any
Securityholder to cure any ambiguity, omission, defect or inconsistency,
provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate stating that such amendment or supplement complies with
the provisions of Section 10.1 of the Indenture;
WHEREAS, there are certain ambiguities and defects in the Indenture which
the Company and the Trustee wish to correct;
WHEREAS, the Company has delivered to the Trustee the Opinion of Counsel
and Officers' Certificate referred to above; and
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this First Supplemental Indenture to amend and supplement the Indenture in
certain respects.
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
Article I
AMENDMENTS
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SECTION 1.01. AMENDMENT TO SECTION 1.1 OF THE INDENTURE. The definition of
(a) Credit Agreement in Section 1.1 of the Indenture is hereby amended by
appending the words ", as the same may be amended, restated, supplemented or
otherwise modified from time to time, and includes any agreement renewing,
refinancing or replacing all or any portion of the Indebtedness under such
agreement" at the end thereof , and (b) Permitted Liens in Section 1.1 of the
Indenture is hereby amended by replacing the words "Section 4.4(b)(ii)" in
clause (xiii)(B) thereof with the words "Section 4.4(b)(vii)".
SECTION 1.02. AMENDMENT OF SECTION 4.7 OF THE INDENTURE. Section
4.7(a)(iv)(A) of the Indenture is hereby amended by replacing the words "the
Senior Secured Notes" with the words "Indebtedness under the Credit Agreement".
SECTION 1.03. AMENDMENT TO SECTION 4.20 OF THE INDENTURE. Section 4.20 of
the Indenture is hereby amended by replacing the words "the Senior Indenture"
with the words "any agreement governing Senior Indebtedness".
SECTION 1.04. AMENDMENT TO SECTION 9.2 OF THE INDENTURE. Section
9.2(b)(ii) of the Indenture is hereby amended and restated as follows:
the Company or the Trustee receives a notice of such default or event
of default from (A) the holders of a majority of such Senior Indebtedness
or (B) the trustee or agent, if any, representing the holders in respect of
such Senior Indebtedness; provided, however, that only one such notice
shall be given effect within any period of 360 consecutive days; provided,
further, that no more than one notice may be given with respect to any
continuing default or event of default.
SECTION 1.05. AMENDMENT TO SECTION 9.6 OF THE INDENTURE. Section 9.6 of
the Indenture is hereby amended by replacing the words "under the Senior
Indenture" with the words "or agent, if any, under the Senior Indebtedness".
Article II
MISCELLANEOUS
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SECTION 2.01. DEFINED TERMS. For all purposes of this First Supplemental
Indenture, except as otherwise stated herein, capitalized terms used but not
defined in this First Supplemental Indenture shall have the respective meanings
assigned to them in the Indenture.
SECTION 2.02. TRUSTEE'S RIGHTS, DUTIES AND IMMUNITIES. All of the
provisions of the Indenture with respect to the rights, duties and immunities of
the Trustee shall be applicable in respect hereof as fully and with like effect
as if set forth herein in full.
SECTION 2.03. RECITALS. The recitals herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 2.04. GOVERNING LAW. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
-2-
SECTION 2.05. COUNTERPARTS. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all of which together shall constitute but one and
the same instrument.
SECTION 2.06. RATIFICATION AND CONFIRMATION. As amended and modified by
this First Supplemental Indenture, the Indenture is in all respects ratified and
confirmed, and the Indenture and this First Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
ANACOMP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
