AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment"), is entered
into as of August 6, 2004 (the "Effective Date"), by and 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").
RECITALS
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement,
dated as of August 8, 2002 (the "Rights Agreement"), to provide for the
distribution of one right ("Right") for each share of Company common stock
outstanding as of August 20, 2002, which Right represents the right to purchase
one one-hundredth of a share of Series RP Preferred Stock of the Company upon
the occurrence of a Distribution Date, as defined therein, and subject to the
terms and conditions set forth in the Rights Agreement;
WHEREAS, the Board of Directors of the Company believes it is advisable and
in the best interests of the Company and its stockholders to accelerate the
expiration date of the Rights Agreement, consistent with Section 29(ii) of the
Rights Agreement;
WHEREAS, the Company and the Rights Agent each desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved this Amendment
at a duly convened meeting held on May 14, 2004.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, covenants and conditions hereinafter set forth and other good and
valuable consideration, the parties hereto, upon the terms and subject to the
conditions set forth herein, agree as follows:
ARTICLE I
AMENDMENT
1.1 Amendment to Rights Agreement. The Rights Agreement is hereby amended
as follows:
Section 7(a) of the Rights Agreement is hereby deleted and replaced in its
entirety by the following:
"(a) Subject to Section 11(a)(ii) hereof, the Rights shall become
exercisable, and may be exercised to purchase Preferred Stock, except as
otherwise provided herein, in whole or in part at any time after the
Distribution Date upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed and properly
completed (with such signature duly guaranteed), to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with payment of
the Purchase Price with respect to each Right exercised, subject to adjustment
as hereinafter provided, and an amount equal to any tax or charge required to be
paid under Section 9(d) hereof, by certified check, cashier's check, bank draft
or money order payable to the order of the Company, at or prior to the Close of
Business on the earlier of (i) August 31, 2004 (the "Final Expiration Date"),
(ii) the time at which the Rights are redeemed as provided in Section 23 hereof
(such date being herein referred to as the "Redemption Date"), or (iii) the time
at which all such Rights are exchanged as provided in Section 24 hereof (the
earliest of (i), (ii) and (iii) being herein referred to as the "Expiration
Date"). The Rights Agreement shall terminate effective as of the Expiration
Date."
1.2 Reference to and Effect on Rights Agreement. On and after the Effective
Date, each reference in the Rights Agreement to the term "Agreement," "Rights
Agreement," "hereof," "hereby," "hereto" or "herein" shall be deemed to refer to
the Rights Agreement as amended hereby. This Amendment and the amendment to the
Rights Agreement effected hereby shall be effective as of the Effective Date
and, except as otherwise specified herein, the Rights Agreement shall remain in
full force and effect and shall otherwise be unaffected hereby.
ARTICLE II
MISCELLANEOUS
2.1 Headings. The descriptive headings of the several sections of this
Amendment are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
2.2 Counterparts. This Amendment may be signed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, it being understood that all such counterparts shall together
constitute but one and the same instrument.
2.3 Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Indiana and for all purposes shall be governed by
and construed in accordance with the laws of such state applicable to contracts
to be made solely by residents of such state and performed entirely within such
state.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each party hereto has caused this Amendment to be
executed by its duly authorized representative, effective as of the date and
year first written above.
ATTEST: ANACOMP, INC.
By: /s/Xxxx X. Xxxxx By: /s/Xxxxxxx X. Xxx
_______________________________ __________________________
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxx
_______________________________ __________________________
Its: Secretary Its: Executive Vice President
_______________________________ and Chief Financial Officer
___________________________
ATTEST: MELLON INVESTOR SERVICES LLC
By: /s/Xxxx X. Xxxxx Xx. By: /s/Xxxxxxx X. Xxxxxxxxxx
_______________________________ ___________________________
Name: Xxxx X. Xxxxx Xx. Name: Xxxxxxx X. Xxxxxxxxxx
_______________________________ ___________________________
Its: Vice President Its: Vice President
_______________________________ ___________________________
