THE SHERIDAN GROUP, INC. $60,000,000 101/4% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • New York
The Sheridan Group, Inc., a Maryland corporation (the "Issuer"), is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in a purchase agreement, dated as of May 19, 2004 (the "Purchase Agreement"), $60,000,000 aggregate principal amount at maturity of the Issuer's 101/4% Senior Secured Notes due 2011, Series A, including the Guarantees (as defined below) endorsed thereon (the "Additional Notes").
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Among FLEET NATIONAL BANK, as Agent certain Lenders and THE SHERIDAN GROUP, INC. dated May 25, 2004Revolving Credit Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • Pennsylvania
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT made as of the 25th day of May, 2004 by and among THE SHERIDAN GROUP, INC., a Maryland corporation ("Borrower"), FLEET NATIONAL BANK ("Bank"), individually, as Administrative Agent, Issuer and a Lender, and the OTHER FINANCIAL INSTITUTIONS listed on the signature pages to this agreement. Bank, the financial institutions listed on the signature pages to this Agreement and any other financial institutions which may become parties to this Agreement from time to time, are sometimes collectively referred to as the "Lenders" and individually as a "Lender." Bank, when acting in its capacity as agent for the Lenders and Issuer, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter sometimes referred to as the "Agent."
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • New York
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of May 11, 2004, among The Sheridan Group, Inc., a Maryland corporation (the successor by merger to Sheridan Acquisition Corp., a Delaware corporation) (the "Issuer"), Lisbon Acquisition Corp., a Delaware corporation (the "Guaranteeing Subsidiary"), a subsidiary of the Issuer, and The Bank of New York, as trustee under the Indenture referred to below (the "Trustee").
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • New York
THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT, dated as of May 11, 2004 (the "Amendment"), is by and among THE SHERIDAN GROUP, INC., a Maryland corporation ("TSG"), THE SUBSIDIARIES OF TSG IDENTIFIED ON THE SIGNATURE PAGES HERETO (the "Guarantors"), 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 FLEET NATIONAL BANK, as lender under the Credit Agreement referred to below (together with its successors and assigns in such capacities, the "Lender").
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 11, 2004 (the "Third Supplemental Indenture"), is by and among THE SHERIDAN GROUP, INC., a Maryland corporation (the successor by merger to Sheridan Acquisition Corp., a Delaware corporation) (the "Issuer"), THE SUBSIDIARIES OF THE ISSUER IDENTIFIED ON THE SIGNATURE PAGES HERETO (the "Guarantors"), and THE BANK OF NEW YORK, as trustee (the "Trustee").
ASSET PURCHASE AGREEMENT by and among THE SHERIDAN GROUP, INC., LISBON ACQUISITION CORP. and THE DINGLEY PRESS Dated as of March 5, 2004Asset Purchase Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • Maine
THIS IS AN ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of March 5, 2004, by and among The Dingley Press, a Maine corporation ("Seller"), The Sheridan Group, Inc., a Maryland corporation ("Parent"), and Lisbon Acquisition Corp., a Delaware corporation ("Buyer").
Joinder Agreement—Securities Holders AgreementJoinder Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing
In consideration of the issuance to the undersigned of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), and the shares of Series A 10% Cumulative Compounding Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of TSG Holdings Corp., a Delaware corporation (the "Company"), set out below, each of the Company and the undersigned agrees that, as of the date written below, the undersigned (i) shall become a party to that certain Securities Holders Agreement, dated as of August 21, 2003 (the "Agreement"), by and among the Company, Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership, ING Furman Selz Investors III L.P., a Delaware limited partnership, ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company, and the individuals designated as Management Investors on the signature pages thereto, and (ii) shall be fully bound by, and sub
Joinder Agreement—Registration Rights AgreementJoinder Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing
In consideration of the issuance to the undersigned of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), and the shares of Series A 10% Cumulative Compounding Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of TSG Holdings Corp., a Delaware corporation (the "Company"), set out below, each of the Company and the undersigned agrees that, as of the date written below, the undersigned shall (i) become a party to that certain Registration Rights Agreement, dated as of August 21, 2003 (the "Agreement"), by and among the Company, Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership, ING Furman Selz Investors III L.P., a Delaware limited partnership, ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company, and the individuals designated as Management Investors on the signature pages thereto, and (ii) shall be fully bound by, and su
EMPLOYMENT AND NON-COMPETITION AGREEMENT (Christopher A. Pierce)Employment and Non-Competition Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • Maine
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement"), dated as of May 25, 2004, is among The Dingley Press, Inc., a Delaware corporation (the "Employer"), Christopher A. Pierce (the "Employee") and, solely for purposes of §4 hereof, The Sheridan Group, Inc., a Maryland corporation and parent of the Employer ("Sheridan").
SECURITIES PURCHASE AGREEMENT by and between TSG HOLDINGS CORP. and THE MANAGEMENT INVESTORS NAMED HEREIN Dated as of May 25, 2004Securities Purchase Agreement • June 16th, 2004 • Dingley Press, Inc. • Commercial printing • Delaware
