THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 15, 2011 among THE SHERIDAN GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party HeretoAssignment and Assumption • April 20th, 2011 • Sheridan Group Inc • Commercial printing • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 15, 2011, among THE SHERIDAN GROUP, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THE SHERIDAN GROUP, INC. $150,000,000 12.5% Senior Secured Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2011 • Sheridan Group 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 April 8, 2011 by and among the Issuer, the subsidiary guarantors named therein and the Initial Purchaser (the “Purchase Agreement”), $150,000,000 aggregate principal amount at maturity of the Issuer’s 12.5% Senior Secured Notes due 2014, Series A, including the Guarantees (as defined below) endorsed thereon (the “Notes”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • April 20th, 2011 • Sheridan Group Inc • Commercial printing • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of April 15, 2011 (the "Fourth Supplemental Indenture"), is by and among THE SHERIDAN GROUP, INC., a Maryland corporation (the successor in interest to Sheridan Acquisition Corp., a Delaware corporation) (the "Company"), THE SUBSIDIARIES OF THE COMPANY IDENTIFIED ON THE SIGNATURE PAGES HERETO (the "Guarantors"), THE BANK OF NEW YORK MELLON, as trustee and collateral agent (the "Trustee"), and BANK OF AMERICA, N.A. (as successor in interest to Fleet National Bank) (“BofA”), as Lender under the Intercreditor Agreement (solely for purposes of Section 4).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 20th, 2011 • Sheridan Group Inc • Commercial printing • New York
This INTERCREDITOR AGREEMENT, dated as of this 15 day of April, 2011 (this “Agreement”), is among: (1) THE SHERIDAN GROUP, INC. (“TSG” or 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 MELLON TRUST COMPANY, N.A., 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) BANK OF AMERICA, N.A., as administrative agent (together with its successors and assigns in such capacity, the “Agent”).
