105,000,000 10¼% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2003 • Sheridan Group Inc • New York
The Issuer has entered into a Stock Purchase Agreement, dated as of August 1, 2003, by and among the Issuer, The Sheridan Group, Inc., a Maryland corporation (the “Company”), and the stockholders, optionholders and warrantholders of the Company, pursuant to which the Issuer will acquire all of the shares of capital stock of the Company (the “Acquisition”). Upon consummation of the Acquisition, the Issuer will merge with and into the Company (the “Merger”), and the Company will be the surviving corporation. Effective upon effectiveness of the Merger, the Company (i) will assume the Issuer’s obligations under the Indenture, the Notes and this Agreement, (ii) will cause each of its subsidiaries listed on Schedule I hereto to become Guarantors and execute a supplemental indenture to the Indenture as required by the Indenture and (iii) will cause each of its subsidiaries listed on Schedule I hereto to execute and deliver a joinder to this Agreement
SECURITIES HOLDERS AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC, and THE OTHER...Securities Holders Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A SECURITIES HOLDERS AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”), and the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”). BRS, each of the Jefferies Funds and each of the Management Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTMaster Lease Agreement • November 13th, 2003 • Sheridan Group Inc
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of August , 2003, by and among (a) Sheridan Acquisition Corp., a Delaware corporation (the “Buyer”), (b) The Sheridan Group, Inc., a Maryland corporation (the “Company”), (c) BancBoston Ventures Inc. and John A. Saxton (the “Seller Representatives”), on behalf of and solely in their capacity as representatives of all of the Sellers (as defined in the Stock Purchase Agreement as hereinafter defined).
STOCK PURCHASE AGREEMENTMaster Lease Agreement • November 13th, 2003 • Sheridan Group Inc • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of the 1st day of August, 2003, by and among (i) Sheridan Acquisition Corp., a Delaware corporation (the “Buyer”), (ii) The Sheridan Group, Inc., a Maryland corporation (the “Company”), and (iii) the shareholders, optionholders and warrantholders of the Company listed on Schedule 1 hereto (the “Sellers”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 9.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2003 • Sheridan Group Inc • Maryland
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of February 2, 1998, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and John A. Saxton (the “Employee”).
SECURITIES PURCHASE AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., and ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC Dated as of...Securities Purchase Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”). BRS and each of the Jefferies Funds are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
REGISTRATION RIGHTS AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC, and THE OTHER...Registration Rights Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A REGISTRATION RIGHTS AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”), and the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”). BRS, each of the Jefferies Funds and each of the Management Investors are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
JOINDER TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2003 • Sheridan Group Inc • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated August 21, 2003, by and among Sheridan Acquisition Corp., a Delaware corporation (the “Issuer”), on the one hand, and Jefferies & Company, Inc. (the “Initial Purchaser”), on the other hand. Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
EMPLOYMENT AND NON-COMPETITION AGREEMENT (Joan B. Weisman)Employment and Non-Competition Agreement • November 13th, 2003 • Sheridan Group Inc • Maryland
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of October 31, 2001, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and Joan B. Weisman (the “Employee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 13th, 2003 • Sheridan Group Inc • New York
This INTERCREDITOR AGREEMENT, dated as of this 21st day of August, 2003 (this “Agreement”), is among: (1) SHERIDAN ACQUISITION CORP. (“SAC” or the “Company”) and THE SHERIDAN GROUP, INC. (“TSG,” or, after consummation of the merger described below, the “Company”); (2) THE SUBSIDIARIES OF TSG IDENTIFIED ON THE SIGNATURE PAGES HERETO (together with other subsidiaries of TSG parties hereto from time to time, the “Guarantors”); (3) THE BANK OF NEW YORK, as trustee for the Noteholders pursuant to the Indenture referred to below and as collateral agent for the Noteholders pursuant to the Collateral Agreements referred to in the Indenture (together with its successors and assigns in such capacities, the “Trustee”); and (4) FLEET NATIONAL BANK (together with it successors and assigns and all replacement lenders contemplated below, the “Lender”).
SUPPLEMENTAL INDENTURESupplemental Indenture • November 13th, 2003 • Sheridan Group Inc • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 21, 2003, among the parties identified in the signature page of this Supplemental Indenture as a Guaranteeing Subsidiary (each a “Guaranteeing Subsidiary”), a subsidiary of Sheridan Acquisition Corp. (or its permitted successor), a Delaware corporation (the “Issuer”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).
MANAGEMENT AGREEMENTManagement Agreement • November 13th, 2003 • Sheridan Group Inc • New York
MANAGEMENT AGREEMENT (this "Agreement") made as of this 21st day of August, 2003 by and among Bruckmann, Rosser, Sherrill & Co., LLC, a Delaware limited liability company ("BRS"), FS Private Investments III LLC (d/b/a Jefferies Capital Partners), a Delaware limited liability company ("Jefferies" and, together with BRS, the "Service Providers" and each individually, a "Service Provider"), and Sheridan Acquisition Corp. (the "Company"), a Delaware corporation to be merged with and into The Sheridan Group, Inc., a Maryland corporation ("TSG").
REVOLVING CREDIT AGREEMENT Among FLEET NATIONAL BANK and SHERIDAN ACQUISITION CORP. and THE SHERIDAN GROUP, INC.Revolving Credit Agreement • November 13th, 2003 • Sheridan Group Inc • Pennsylvania
Reference is made to the Revolving Credit Agreement, dated as of August 21, 2003, among Sheridan Acquisition Corp., The Sheridan Group, Inc. and Fleet National Bank (Lender) as amended, (the “Credit Agreement”). Terms defined in the Credit Agreement that are not otherwise defined herein are used herein with the meanings therein ascribed to them. The undersigned hereby gives notice pursuant to Section 5.02(d) of the Credit Agreement of its desire to convert or continue the Loans specified below into or as Loans of the Types and in the amounts specified below on [insert date of conversion or continuation]:
SECURITIES PURCHASE AND EXCHANGE AGREEMENT by and among TSG HOLDINGS CORP., and THE MANAGEMENT INVESTORS NAMED HEREIN Dated as of August 21, 2003Securities Purchase and Exchange Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
EMPLOYMENT AND NON-COMPETITION AGREEMENT (G. Paul Bozuwa)Employment and Non-Competition Agreement • November 13th, 2003 • Sheridan Group Inc • Vermont
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of June 30, 2001, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and G. Paul Bozuwa (the “Employee”).
