Exhibit
10.46





Execution
Version





AMENDMENT
No. 1


to


AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT





AMENDMENT
No. 1 dated December 18, 2007 (“Amendment”) to AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT made as of the 25th day of May, 2004 (“Original Agreement”) by
and among THE SHERIDAN  GROUP, INC., a Maryland corporation
(“Borrower”), BANK OF AMERICA, N.A. (successor to FLEET NATIONAL BANK) (“Bank”),
individually, as Administrative Agent, Issuer and a Lender, and the other
Lenders under the Original Agreement.





RECITALS:





WHEREAS,
Borrower, Lenders  and Bank are party to the Original Agreement;
and





WHEREAS,
all capitalized terms used in this Amendment, unless otherwise defined herein,
shall have the meanings ascribed thereto in the Original Agreement;
and





WHEREAS,
Borrower has requested that standby Letters of Credit be issued under the
Original Agreement, as amended hereby (the “Agreement”), in Singapore dollars
and Euros, as well as U.S. Dollars, as security for an overdraft facility of GPN
Asia Pte. Ltd., an Affiliate of Borrower, or for other business purposes;
and





WHEREAS,
Bank is willing to be the Issuer of such Letters of Credit for and on behalf of
the Lenders under the Agreement; and





NOW
THEREFORE, the parties hereto, intending to be legally bound, agree that the
Original Agreement be, and it hereby is amended as follows:





1.         
    Letter of Credit
Currencies.  A new subsection (h) shall be added to Section
1.04, which shall read in full as follows:





(h)           (i)          Standby
Letters of Credit may be issued from time to time in any Offshore Currency.  The Borrower
shall notify the Issuer as to the Offshore Currency in which each Offshore
Letter of Credit is to be issued, simultaneously with Borrower’s initial
application therefor in accordance with Issuer’s standard
procedures.





(ii)         Each
request for an Offshore Letter of Credit shall constitute the Borrower’s request
for an Offshore Letter of Credit in the amount of the Offshore Currency
specified in the request. The stated amount available for drawing under any
Offshore Letter of Credit shall be recorded in the Agent’s records in US Dollars
as if the Offshore Letter of Credit had been issued in US Dollars in the US
Dollar Equivalent Amount of such Offshore Letter of Credit, as such amount may
be adjusted as provided in subsections (iii), (iv) or (v).  For the
purposes of determining the maximum amount of Letter of Credit Liabilities
hereunder, it is intended by the parties that all Offshore Letters of Credit
shall be the functional equivalent of US Letters of Credit made and repaid in US
Dollars and shall be included in such determination based on their US Dollar
Equivalent Amount as determined from time to time as set forth herein. The Agent
shall maintain records (based upon information furnished by  Issuer)
sufficient to identify at any time the Spot Rate of Exchange with respect to
each Offshore Letter of Credit.





(iii)        In
the event an Offshore Letter of Credit is for a term exceeding one (1) month,
the US Dollar Equivalent Amount of the corresponding Letter of Credit
Liabilities shall be recalculated by Borrower as of the last Business Day of
each calendar month and the Agent shall review and validate or adjust such
calculation, and notify the Borrower and the Lenders, based upon the new Spot
Rate of Exchange as of such Business Day for such Offshore Letter of Credit. The
Agent shall apply such new Spot Rate of Exchange to determine the new US Dollar
Equivalent Amount of such Offshore Letter of Credit as of such Business Day and
shall adjust its record of the Letter of Credit Liabilities.  In the
event that such adjustment with respect to any Offshore Letter of Credit causes
the Revolving Credit Outstandings to exceed the Revolving Credit Commitment, the
Borrower shall immediately repay the portion of Revolving Credit Loans necessary
to ensure that, giving effect to the new Spot Rate of Exchange for such Offshore
Letters of Credit, the sum of Revolving Credit Outstandings does not exceed the
Revolving Credit Commitment. In the event that such adjustment with respect to
an Offshore Letter of Credit causes the total US Dollar Equivalent Amount of
Letter of Credit Liabilities to exceed $5,000,000, the Borrower shall
immediately deposit US Dollars in cash (or other immediately available funds
acceptable to the Agent) with the Agent, in the amount of the Letter of Credit
Liabilities which cause such violation, as collateral security for the repayment
of any future drawings or repayments under such Letters of Credit and such
amounts shall be held by the Agent pursuant to the terms of a cash collateral
account agreement satisfactory to it.





(iv)        In
the event that an Offshore Letter of Credit is drawn upon, the Spot Rate of
Exchange applicable to any remaining undrawn amount of such Offshore Letter of
Credit shall be adjusted to be the Spot Rate of Exchange for the date of such
drawing and the amount of the corresponding Letter of Credit Liabilities shall
be recalculated as of the date of such drawing for the purposes of determining
the US Dollar Equivalent Amount of the remaining undrawn amount of such Offshore
Letter of Credit.





(v)         Without
limiting the foregoing provisions of this subsection (h), the Agent may from
time to time further modify the terms of, and practices contemplated by this
subsection (h) to the extent the Agent determines, in its reasonable discretion,
that such modifications are necessary or convenient to reflect new laws,
regulations, customs or practices developed in connection with any Offshore
Currency.





(vi)        For
purposes of this subsection (h), the following terms shall have the meanings
ascribed thereto below:





“Offshore Currency”
means (i) Singapore Dollars, (ii) Euros, and (iii) any other freely available
currency requested by the Borrower by thirty (30) days prior written notice to
the Agent and Issuer which is, in the complete discretion of both the Agent and
the Issuer, at the time of such request, freely traded in the offshore interbank
foreign exchange markets and is freely transferable and convertible into US
Dollars in the United States currency market.


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“Offshore Letter of
Credit” means a Letter of Credit, which shall always be a standby Letter
of Credit, denominated in an Offshore Currency.





“Spot Rate of
Exchange” means in determining the US Dollar Equivalent Amount of a
specified amount of any Offshore Currency as of any date, the spot rate of
exchange determined by the Agent in accordance with its usual procedures for the
purchase by the Agent of US Dollars with such Offshore Currency at approximately
11:00 A.M. (London, England time) with respect to any Offshore Currency, on the
Business Day that is two (2) Business Days prior to such date.





“US Dollar Equivalent
Amount” means, with respect to a specified amount of any Offshore
Currency, the amount of US Dollars into which such amount of Offshore Currency
would be converted, based on the applicable Spot Rate of Exchange.





2.           
  Representations and
Covenants.The Borrower
certifies that all representations and warranties contained in the Loan
Documents, including without limitation the schedules thereto, are true, correct
and complete on and as of the date hereof, and that all covenants and agreements
made in the Loan Documents have been complied with and fulfilled, and that no
Default or Event of Default is in existence on the date hereof.





3.         
    Ratification.  Other
than as specifically set forth herein, the Borrower hereby ratifies and confirms
the Loan Documents and all instruments and agreements relating thereto, and
confirms that (a) all of the foregoing remain in full force and effect, (b) each
of the foregoing is enforceable against the Borrower in accordance with its
terms, and (c) the Borrower has no defenses, claims or setoffs relative to the
Loan Documents or its obligations thereunder.





4.       
     Authority and
Enforceability.  Borrower hereby represents that:





(a)         It
has full corporate power and authority to execute, deliver and perform this
Amendment; and





(b)         The
Agreement, as amended hereby, constitutes Borrower’s legal, valid and binding
agreement, enforceable in accordance with its terms, except as such
enforceability  may be limited by bankruptcy, insolvency, moratorium
or other similar laws affecting creditors’ rights generally and by general
principles of equity.





5.         
    Miscellaneous.  Article
15 of the Original Agreement is incorporated herein by this reference and shall
apply to this Amendment.  Execution of this Amendment shall not
constitute an agreement by the Bank to execute any other amendment or
modification of the Loan Documents.  References to the Original
Agreement in any document relating thereto shall be deemed to include this
Amendment.





6.         
    Counterparts; Electronic
Execution.  This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of
which, when taken together, shall constitute but one and the same
Amendment.  Delivery of an executed counterpart of this Amendment by
telefacsimile or by electronic transmission in “pdf” or other imaging format
shall be equally as effective as delivery of an original executed counterpart of
this Amendment.  Any party delivering an executed counterpart of this
Amendment by telefacsimile or electronic transmission also shall promptly
deliver an original executed counterpart of this Amendment but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability and binding effect of this Agreement.


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused it
to be executed by their duly authorized officers, all as of the day and year
first above written.








THE
      SHERIDAN GROUP, INC.By:
            /s/ Robert M.
      JakobeName:
      Robert M. JakobeTitle:
      Executive Vice President11311
      McCormick Road, Suite 260Hunt
      Valley, Maryland 21031-1437Phone:
      (410) 785-7277Fax:
      (410) 785-7217E-Mail:











[signature
page for Amendment]


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AGENT
      AND LENDER:
            BANK
      OF AMERICA, N.A.By:
            /s/ Michael
      StrigelMichael
      StrigelVice
      PresidentMail
      Stop: PA7-188-11-011600
      John F. Kennedy Blvd.4
      Penn Center, Suite 1100Philadelphia,
      PA 19103Phone:  (267)
      675-0214Fax:  (267)
      675-0219E-Mail:
      michael.strigel@bankofamerica.com











[signature
page for Amendment]


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LENDER:
            WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:
            /s/ Lucy C.
      CampbellLucy
      C. Campbell, Vice PresidentWachovia
      Bank, N.A.[7
      Saint Paul Street, 2nd
      FloorBaltimore,
      MD  21202]Phone:
      [401-332-5245]Fax:  [401-244-1236]E-Mail:
      lucy.campbell@wachovia.com











[signature
page for Amendment]






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