Exhibit 10.9

SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT
AND RESTRUCTURE OF OBLIGATIONS

Second Amendment dated as of December 19, 2002 to Amended and Restated Revolving Credit Agreement and Restructure of Obligations (the "Second Amendment"),
by and amongANACOMP, INC., an Indiana corporation (the "Borrower"),FLEET NATIONAL BANK (f/k/a BankBoston,
N.A.). and the other lending institutions listed onAnnex Ato 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.

WHEREAS,the Borrower and the Majority Banks have agreed to modify certain terms and conditions of the Credit Agreement as specifically
set forth in this Second Amendment;

NOW, THEREFORE,in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



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Dates

Total Commitment Reduction and
Revolving Credit Loan ReductionThe later of the Closing Date and each Fiscal Quarter ending December, 2001 through and including June, 2002

$
2,000,000Fiscal Quarter ending September, 2002

$
3,000,000Each Fiscal Quarter ending December, 2002 through and including March, 2003

$
1,125,000Each Fiscal Quarter ending June, 2003 through and including September, 2003 (In case of an extension of the Maturity Date)

$
1,250,000




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December 31, 2002 and each fiscal quarter ending thereafter

$
19,000,000




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IN WITNESS WHEREOF,the parties hereto have executed this Second Amendment as a document under seal as of the date first above written.

| |  | ANACOMP, INC.                 
| |  | ------------------------------
| |  | By:                           
| |  | FLEET NATIONAL BANK           
| |  | By:                           
| |  | UNION BANK OF CALIFORNIA, N.A.
| |  | By:                           
| |  | MIZUHO CORPORATE BANK, LTD.   
| |  | By:                           
| |  | CITY NATIONAL BANK            
| |  | By:                           
| |  | KEY CORPORATE CAPITAL, INC.   
| |  | By:                           

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Annex ABanks/Commitments

|Banks                                                                                                                                                                     |  | Commitment |               | Commitment Percentage |                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | ------------- | --------------------- | ---------------
|Fleet National Bank
100 Federal Street
Technology & Communications
Boston, Massachusetts 02110
Attention: Gregory Roux
Telephone: 650-470-4180                            |  | $          | 14,748,580.00 |                       | 36.666666649485
|Mizuho Corporate Bank, Ltd.
350 South Grand Avenue, Suite 1500
Los Angeles, California 90071
Attention: Richard G. Bushman
Telephone: 213-253-4182                        |  | $          | 5,363,120.00  |                       | 13.333333350515
|Union Bank of California
San Gabriel Valley Commercial Banking Office
401 East Valley Blvd.
San Gabriel, California 91776
Attention: Myra Juetten
Telephone: 626-810-6560 |  | $          | 10,726,240.00 |                       | 26.666666649485
|City National Bank
Special Assets
606 South Olive Street, Suite 2000
Los Angeles, California 90014
Attention: Patrick Cassidy
Telephone: 213-347-2289                     |  | $          | 1,340,780.00  |                       | 3.333333350515 
|Key Corporate Capital, Inc.
One Canal Plaza, ME-01-CP-0300
Portland, Maine 04101
Attention: Ronald B. Hunt
Telephone: 207-874-7288                                        |  | $          | 8,044,680.00  |                       | 20.000000000000
|Totals                                                                                                                                                                    |  | $          | 40,223,400.00 |                       | 100            

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