ex10_34.htm


    
      
        
          
Exhibit
          10.34

      

      
         

        MASTER
          RENTAL AND FINANCING AGREEMENT

         GUARANTY

      

    

     

    
      	GUARANTOR:	LESSOR:
	THE
              SHERIDAN GROUP INC.	HP
              FINANCIAL SERVICES (SINGAPORE) PTE 
	11311
              McCormick Road	LTD
	Suite
              260	450
              Alexandra Road
	Hunt
              Valley 	Singapore
              119960.
	Maryland
              21031	 
	United
              States of America.	 
	 	 
	LESSEE:	Master
              Rental and Financing Agreement Number
	GPN
              Asia Pte Ltd	 30242/S/l
              (the "Master Agreement")
	10
              Eunos Road 8,	 
	
              #05-37C
                Singapore Post Centre, Singapore 408600

               

            	 


    

     

    
      
        WITNESSETH:

      

      
         

        WHEREAS,
          GPN Asia Pte Ltd of 10
          Eunos Road 8, #05-37C Singapore Post Centre, Singapore 408600 (the
          "Lessee"), desires that HP Financial Services (Singapore) Pte
          Ltd (the "Lessor"), purchase and lease and/or provide financing to
          Lessee from time to time certain Equipment pursuant to that certain Master
          Rental and Financing Agreement Number 30242/S/l dated as of August 14,
          2007 by
          and between Lessor and Lessee (the "Master Agreement") and Equipment Schedules
          and Certificates of Acceptance
          executed and delivered by Lessee
          thereunder (the Master Agreement, such Schedules and Certificates of Acceptance
          together with all other agreements, documents and instruments related thereto
          being referred, to herein collectively as the "Lease Documents");
          and

         

        WHEREAS,
          Lessor requires, as a condition of its purchase of such Equipment and lease
          and/or financing thereof to Lessee pursuant to the Lease Documents, that
          The Sheridan Group Inc., a Maryland USA corporation, as
          "Guarantor" execute and deliver this Master Rental and Financing Agreement
          Guaranty ("Guaranty") to unconditionally guarantee to Lessor the full and
          prompt
          observance and performance when due of all obligations of the Lessee under
          the
          Lease Documents;

      

      
         

         WHEREAS,
          Guarantor derives substantial direct and indirect benefit (economic or
          otherwise) from the operations of Lessee and from Lessor's extension of
          leasing
          and/or financing facility to Lessee and is willing to execute and deliver
          this
          Guaranty:

      

      
        


             NOW,
          THEREFORE, in order to
          induce Lessor to purchase and lease and/or finance Equipment to the Lessee
          pursuant to the Lease Documents, and for other good and valuable consideration
          the receipt and sufficiency of which are hereby acknowledged, the Guarantor
          intending to be legally bound, hereby agrees as follows:

      

      
        


         

        1.          GUARANTY.   Guarantor
          hereby unconditionally and irrevocably guarantees to Lessor the full and
          prompt
payment,
          observance and performance of all present and future debts, liabilities
          and
          obligations, direct or indirect, now or at any time and from time to time
          hereafter due or owing from Lessee to the Lessor (collectively, "Guaranteed
          Obligations") under the Lease Documents to the extent not satisfied by
          Lessee
          but subject to the limitation that Guarantor's liability shall not exceed
          in
          total aggregate seventy five percent (75%) of all amounts now or at any
          time and
          from time to time due and owing from Lessee to Lessor up to a maximum cap
          of USD4,000,000 (USD4million). This Guaranty is absolute, continuing, unlimited
          (except as explicitly set forth herein) and independent, and shall not
          be
          affected, diminished or released for any reason whatsoever (except as expressly
          provided in Clause 5 hereof), and, except as expressly provided in the
          last
          sentence of this Section 1, Guarantor waives all rights and defenses relating
          thereto, including but not limited to, the following: (a) any invalidity
          or lack
          of enforceability of any of the Guaranteed Obligations; or (b) the absence
          of
          any attempt by Lessor to collect any of the Guaranteed Obligations from
          Lessee
          or any other guarantor, or the absence of any other action to enforce the
          same:
          or (c) the renewal, extension (without regard to the number or term thereof),
          acceleration or any other change in the time for payment of, or other terms
          relating to the Guaranteed Obligations; or (d) any modification, amendment,
          waiver, or other change of the terms of any instrument evidencing the Guaranteed
          Obligations: or (e) the failure by Lessor to take any steps to perfect
          and
          maintain its security interest in, or to preserve rights to, any security
          or
          collateral relating to the Guaranteed Obligations or the release (except
          as
          expressly provided in Clause 5 hereof), by operation of law or otherwise,
          of any
          security-interest, security, collateral or right of recourse or liability
          relating to the Guaranteed Obligations; or (f) any action affecting any
          Equipment, lessee or any other guarantor; (g) any judicial or governmental
          action affecting Lessee, the Equipment or the Guaranteed Obligations, including
          but not limited to, Lessee's release of the Guaranteed Obligations or the
          rejection or disaffirmance of the Master Agreement, any Schedule or Certificate
          of Acceptance or any other Lease Document or any of the terms thereof:
          or (h)
          disability, defense or cessation of the liability of Lessee; or (i) any
          assignment
          or transfer of any rights relating to the Guaranteed Obligations: or (j)
          the
          disallowance of all or any portion of Lessor's claim(s) for repayment of
          the
          Guaranteed Obligations under any provision of the United States Bankruptcy
          Code
          or the Bankruptcy and Insolvency Act of Canada, or any similar or successor
          statute, or any other rule, regulation or ordinance; or (k) any other
          circumstances which might otherwise constitute a defense or a discharge
          of
          Lessee, Guarantor or any other guarantor. Notwithstanding the foregoing,
          Guarantor may assert the defense of prior payment of the Guaranteed Obligations
          and any defense available to Lessee that results from a material breach
          by the
          Lessor of the Lease Documents other than that as expressly waived in the
          preceding sentence.

      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2.  GUARANTOR'S
          REPRESENTATIONS AND WARRANTIES. The Guarantor
          represents and warrants that: (a) The Guarantor's execution and performance
          of
          this Guaranty shall not (i) violate or result in a default or breach
          (immediately or with the passage of time) under any contract, agreement
          or
          instrument to which the Guarantor is a party or by which the Guarantor
          is bound,
          (ii) violate or result in a default or breach under any order, decree,
          award,
          injunction, judgment, law, regulation or rule applicable to Guarantor,
          (iii) cause or result in the imposition or creation of any
          lien upon any property of the Guarantor, or (iv) violate or result in a
          breach
          of the articles of incorporation or by­laws of the
          Guarantor; and (b) the Guarantor has the full power and capacity to enter
          into
          and perform under this Guaranty, which has been authorized by all necessary
          corporate action on behalf of the Guarantor; and (c) No consent, license
          or
          approval of, or filing or registration with, any governmental authority
          is
          necessary for the execution and performance hereof by the Guarantor; and
          (d)
          this Guaranty constitutes the valid and binding obligation of the Guarantor
          enforceable in accordance with its terms; and (e) this Guaranty promotes
          and
          furthers the business and interests of the Guarantor and the creation of
          the
          obligations hereunder will result in direct financial benefit to the
          Guarantor.

      

      
         

        3.  WAIVERS.
          As a further inducement to Lessor and for other good and valuable consideration,
          the receipt and sufficiency of which are hereby acknowledged, Guarantor
          irrevocably waives diligence, presentment, demand for payment, protest
          or notice
          of any default or nonperformance by Lessee, all affirmative defenses, offsets
          and counterclaims against Lessor (except as stated in the last sentence
          of
          Section 1 above or any claim based on the gross negligence or willful misconduct
          of Lessor), any right to the benefit of any security or statute of limitations,
          and any requirement that Lessor proceed first against Lessee, any other
          guarantor or any collateral security. Until the Guaranteed Obligations
          shall
          have been, paid in full,Guarantor shall have no right of subrogation. Guarantor
          hereby waives any and all defenses to payment and suretyship claims (except
          as
          stated in the last sentence of Section 1 above or any claim based on the
          gross
          negligence or willful misconduct of Lessor) as may arise by virtue of Lessor's
          dealings with Lessee.

      

      
         

        4.  SUBORDINATION.
          Guarantor hereby subordinates any sums now or hereafter due to Guarantor
          from
          Lessee or any other guarantor to the payment of any sums now or hereafter
          due to
          Lessor. Notwithstanding the foregoing subordination, Guarantor may receive
          and
          hold any ordinary dividends or other payments made to Guarantor by Lessee
          or any
          other guarantor in the ordinary course of business until such time as Lessor
          shall have notified Guarantor that Lessee is in default under the Lease
          Documents.

      

      
         

        5.  CONTINUING
          GUARANTY; JOINT LIABILITY. This is a continuing Guaranty and shall not
          be revoked or terminated by Guarantor so long as any amount owed to Lessor
          under
          the Lease Documents remains unpaid. Notwithstanding the foregoing, Guarantor
          may
          terminate this Guaranty prospectively as to any obligations of Lessee under
          the
          Lease Documents arising after the receipt by Lessor of a written notice
          from
          Guarantor of such termination, provided that no such termination shall
          release
          Guarantor or in any way affect Guarantor's obligations hereunder with respect
          to
          the obligations of Lessee under the Lease Documents arising prior to Lessor's
          receipt of such notice. This Guaranty shall be reinstated if and to the
          extent
          that for any reason any payment of the Guaranteed Obligations is rescinded
          or
          must be otherwise restored, whether as a result of any proceedings in bankruptcy
          or reorganization or otherwise. If more than one Guarantor is named hereunder,
          the liability of each shall be joint and several.

      

      
         

        6.  ASSIGNMENT.
          This Guaranty may not be assigned by Guarantor and is binding upon the
          respective successors and permitted assigns of Guarantor. Lessor shall
          have the
          unqualified right to assign this Guaranty or any benefits
          hereunder to any party, without the consent of Guarantor or
          Lessee.

      

      
         

        7.  COSTS
          AND EXPENSES. Guarantor shall pay or reimburse Lessor on demand for all
          costs and expenses, including, without limitation, all court costs and
          reasonable legal fees and expenses incurred by the Lessor at any time to
          enforce, protect, preserve or defend its rights and remedies hereunder
          and with
          respect to any other security granted by Lessee to and in favor of the
          Lessor.

      

      
         

        8.  FINANCIAL
          STATEMENTS; LESSEE'S FINANCIAL CONDITION. Upon Lessor's reasonable
          request, Guarantor hereby agrees to furnish to Lessor copies of its annual
          report or its annual audited financial statements, including a copy of
          the
          Balance Sheet and Income Statement of Guarantor or copies of Guarantor's
          annual
          statement on Form 10-K to the Securities and Exchange Commission. In the
          event
          Guarantor is no longer required to file or no longer voluntarily files
          periodic
          reports with the Securities and Exchange Commission pursuant to the Securities
          and Exchange Act of 1934, or any other law requiring such public reports,
          Guarantor shall furnish to Lessor financial statements
          of any corporation that owns a controlling interest in Guarantor and is
          required
          to file such statements. Guarantor hereby agrees that it will keep itself
          informed as to the financial condition of Lessee and as to all other
          circumstances respecting Lessee and its business as are
          relevant to the Guaranteed Obligations and that Lessor shall have no duty
          to so
          inform Guarantor.

      

      
         

        
          
            
            

          

          
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        9.       
          ENTIRE
          AGREEMENT. This document contains the entire agreement of the parties
          concerning the guarantee of the Guaranteed Obligations by Guarantor and
          may not
          be amended or modified except by a writing signed by Guarantor and
          Lessor.

      

      
         

        10.  DEFINITIONS.
          Capitalized terms used in this Guaranty and not otherwise defined herein
          shall
          have the meanings set forth in the Master Agreement

      

      
         

        11.  CHOICE
          OF LAW; SUCCESSORS. THIS GUARANTY SHALL BE GOVERNED BY THE INTERNAL LAWS
          (AS
          OPPOSED TO CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
          JERSEY. If any provision of this Guaranty shall be prohibited by or
          invalid under that law, such provision shall be ineffective only to the
          extent
          of such prohibition or invalidity, without invalidating the remainder of
          such
          provision or the remaining provisions of this Guaranty. GUARANTOR WAIVES
          ANY RIGHT TO TRIAL BY JURY. Guarantor consents to the jurisdiction of
          any local, state or Federal court located within the State of New Jersey,
          and
          waives any objection relating to improper venue or forum non conveniens
to the conduct of any proceeding in any such, court.

      

      
         

        IN
          WITNESS WHEREOF, the undersigned has executed and delivered, or has
          caused this Guaranty to be executed and delivered by its
representatives duly authorized as of the date first
          set forth
          hereinabove.

      

      
         

      

       

      
        
          
            	GUARANTOR:
                    THE SHERIDAN GROUP INC.	 
	 	 	 
	By:	/s/
                    Robert M. Jakobe	 
	 	 	 
	Name:
                    Robert M. Jakobe	 
	 	 	 
	Title:
                    EVP and Chief Financial Officer	 
	 	 	 
	Date:
                    October 3, 2007	 


          

        

         

         

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