Exhibit 4.2


 


Execution Copy


 


SUPPLEMENTAL INDENTURE


 


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”).


 


W
I  T  N  E  S  S  E  T  H


 


WHEREAS, the Issuer has heretofore executed
and delivered to the Trustee an indenture (the “Indenture”), dated as of
August 21, 2003, providing for the issuance of 101⁄4% Senior Secured Notes
due 2011 (the “Notes”);


 


WHEREAS, Section 11.4 of the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture and a Guarantee
pursuant to which any newly-acquired or created Guarantor shall unconditionally
guarantee all of the Issuer’s obligations under the Notes and the Indenture on
the terms and conditions set forth herein and in such Guarantee; and


 


WHEREAS, pursuant to Section 9.3 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture.


 


NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:


 


1.             Capitalized
Terms.  Capitalized terms
used herein without definition shall have the meanings assigned to them in the
Indenture.


 


2.             Joinder to
Indenture.  Each of the
parties hereto hereby agrees to become bound by the terms, conditions and other
provisions of the Indenture with all attendant rights, duties and obligations
stated therein, with the same force and effect as if originally named as a
Guarantor therein and as if such party executed the Indenture on the date thereof.


 


3.             Agreement to
Guarantee.  The Guaranteeing
Subsidiary irrevocably and unconditionally guarantees the Guarantee
Obligations, which include (i) the due and punctual payment of the principal
of, premium, if any, and Interest and Liquidated Damages, if any, on the Notes,
whether at maturity, by acceleration, call for redemption, upon a Change of
Control Offer, an Asset Sale Offer, or otherwise, the due and punctual payment
of interest on the overdue principal and premium, if any, and (to the extent
permitted by law) interest on any Interest on the Notes, and the due and
punctual performance of all other obligations of the Issuer, to the Holders or
the Trustee all in accordance with the terms set forth in Article XI of
the Indenture, and (ii) in case of any extension of time of payment or renewal
of any Notes or any such other obligations, that


 

















 


the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration, call for redemption, upon
a Change of Control Offer, an Asset Sale Offer, or otherwise.


 


The obligations of Guaranteeing Subsidiary to
the Holders and to the Trustee pursuant to this Supplemental Indenture and the
Indenture are expressly set forth in Article XI of the Indenture and
reference is hereby made to such Indenture for the precise terms of the
Guarantee.


 


No direct or indirect stockholder,
incorporator, controlling Person, employee, officer or director, as such, past,
present or future of the Issuer, the Guarantors or any successor entity shall
have any personal liability in respect of the Issuer’s obligations or the
obligations of the Guarantors under the Indenture, the Notes, the Guarantees,
the Registration Rights Agreement, the Collateral Agreements or the
Intercreditor Agreement solely by reason of his, her or its status as such
stockholder, incorporator, controlling Person, employee, officer or director,
except that provision shall in no way limit the obligation of any Guarantor
pursuant to any Guarantee of the Notes.


 


This is a continuing Guarantee and shall
remain in full force and effect and shall be binding upon each Guarantor and
its successors and assigns until full and final payment of all of the Issuer’s
obligations under the Notes and Indenture or until released or legally defeased
in accordance with the Indenture and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders, and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and
be vested in such transferee or assignee, all subject to the terms and
conditions hereof.  This is a Guarantee
of payment and performance and not of collectibility.


 


The obligations of the Guaranteeing
Subsidiary under its Subsidiary Guarantee shall be limited to the extent
necessary to insure that it does not constitute a fraudulent conveyance under
applicable law.


 


THE TERMS OF ARTICLE XI OF THE INDENTURE
ARE INCORPORATED HEREIN BY REFERENCE.


 


4.             NEW YORK LAW
TO GOVERN.  THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES
327(B); PROVIDED, THAT WITH RESPECT TO THE CREATION, ATTACHMENT, PERFECTION,
PRIORITY, ENFORCEMENT OF AND REMEDIES RELATING TO THE SECURITY INTEREST IN ANY
REAL PROPERTY COLLATERAL, THE GOVERNING LAW MAY BE THE LAWS OF THE
JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED WITHOUT REGARD TO THE CONFLICT
OF LAW PROVISIONS THEREOF.


 


2

















 


5.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


6.             Effect of
Headings.  The
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


[signature
page follows]


 


3

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


 


	
   

  	
  GUARANTEEING SUBSIDIARY:

  
	
   

  	
  THE SHERIDAN
  GROUP HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  SHERIDAN
  BOOKS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  THE SHERIDAN
  PRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name:Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  CAPITAL CITY
  PRESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  Treasurer

  



 

















 


	
   

  	
  DARTMOUTH
  JOURNAL SERVICES, INC.

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  DARTMOUTH
  PRINTING COMPANY

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  
	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  UNITED
  LITHO, INC.

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Robert
  M. Jakobe

  	
   

  	 

	
   

  	
   

  	
  Name: Robert
  M. Jakobe

  	 

	
   

  	
   

  	
  Title:
  Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  THE TRUSTEE:

  	 

	
   

  	
  THE BANK OF
  NEW YORK

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Marie E.
  Trimboli

  	
   

  	 

	
   

  	
   

  	
  Name: Marie
  E. Trimboli

  	 

	
   

  	
   

  	
  Title:
  Assistant Vice President