Exhibit 4.5


 


Execution
Copy


 


SHERIDAN
ACQUISITION CORP.


 


(to be merged with and into The Sheridan Group, Inc.)


 


$105,000,000
101⁄4% Senior Secured Notes due 2011


 


JOINDER TO THE REGISTRATION
RIGHTS AGREEMENT


 


August 21, 2003


 


 


JEFFERIES & COMPANY, INC.


11100 Santa Monica Boulevard


10th Floor


Los Angeles, California 90025


 


 


Ladies and Gentlemen:


 


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.


 


The Issuer and each of the Guarantors listed on the signature pages
hereto agree that this letter agreement is being executed and delivered in
connection with the issue and sale of the Notes and the Guarantees pursuant to
the Purchase Agreement and to induce the Initial Purchase to purchase the Notes
and the Guarantees thereunder and is being executed concurrently with the
consummation of the Acquisition and effectiveness of the Merger.


 


1.             Joinder.  Each of the parties hereto hereby agrees to
become bound by the terms, conditions and other provisions of the Registration
Rights Agreement 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 Registration Rights Agreement on the
date thereof.


 


2.             GOVERNING
LAW.  THIS LETTER AGREEMENT
SHALL BE CONSTRUED AND INTERPRETED, AND THE RIGHTS OF THE PARTIES SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND RULE 327(b) OF NEW YORK CIVIL PRACTICE LAWS AND RULES.


 

















 


3.             Counterparts.  This letter agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


4.             Amendments.  No amendment or waiver of any provision of
this letter agreement, nor any consent or approval to any departure therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the parties hereto.


 


5.             Headings.  The headings in this letter agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


[signature pages follow]


 


2

















 


If the foregoing is in accordance with your understanding of this
letter agreement, kindly sign and return to us a counterpart thereof, whereupon
this instrument will become a binding agreement among the Issuer, the
Guarantors parties hereto and the Initial Purchaser in accordance with its
terms


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Guarantors

  
	
   

  	
   

  
	
   

  	
  CAPITAL CITY PRESS,
  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

  



 

















 


	
   

  	
  DARTMOUTH JOURNAL
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Jakobe

  	
   

  
	
   

  	
   

  	
  Name: Robert M. Jakobe

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHERIDAN BOOKS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Jakobe

  	
   

  
	
   

  	
   

  	
  Name: Robert M. Jakobe

  
	
   

  	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN GROUP
  HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Jakobe

  	
   

  
	
   

  	
   

  	
  Name: Robert M. Jakobe

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN PRESS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
					



 

















 


ACCEPTED AND AGREED TO:


 


JEFFERIES
& COMPANY, INC.


 


 


	
  By:

  	
  /s/ Brent Stevens

  	
   

  
	
   

  	
  Name: Brent Stevens

  
	
   

  	
  Title: Executive Vice President