Exhibit 10.23


 


AMENDMENT NO. 1 TO THE 


 


REGISTRATION RIGHTS AGREEMENT


 


This
Amendment No. 1 to the Registration Rights Agreement (“Amendment No. 1”)
is entered into and made effective as of May 10, 2005, by and among TSG
Holdings Corp., a Delaware corporation (the “Company”), Bruckmann,
Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS
Fund II”), The Sheridan Group Holdings (BRS), LLC (the “BRS LLC” and,
together with BRS Fund II, the “BRS”), ING Furman Selz Investors III
L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings
Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings
Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited
liability company (“ING Barings U.S.”), The Sheridan Group Holdings
(Jefferies), LLC (the “Jefferies LLC” and, together with ING Barings
U.S., ING Furman Selz and ING Barings Global, the “Jefferies Funds”), and
amends the Registration Rights Agreement, dated as of August 21, 2003,
between the Company, BRS Fund II, ING Furman Selz, ING Baring Global, ING
Baring U.S. and the other investors named therein (the “Agreement”).  Capitalized terms used but not defined herein
shall have the same meanings given to such terms in the Agreement.


 


RECITALS


 


WHEREAS, the Agreement was entered into on August 21,
2003;


 


WHEREAS, BRS Fund II desires to transfer all of the
shares of the Company’s Series A 10% Cumulative Compounding Preferred
Stock, par value $.001 per share (the “Preferred Stock”), and all of the
Company’s Common Stock, par value $.001 per share (the “Common Stock”),
owned by it to the BRS LLC.


 


WHEREAS, each of ING Barings U.S., ING Furman Selz and
ING Barings Global desire to transfer all of the shares of the Company’s
Preferred Stock and Common Stock owned by it to the Jefferies LLC.


 


WHEREAS, the parties hereto wish to amend the
Agreement in accordance with the terms hereof; and


 


WHEREAS, pursuant to Section 9(a) of the
Agreement such an amendment must be set forth in writing executed by the
Company and the Required Holders (such Required Holders being BRS Fund II, ING
Furman Selz, ING Baring Global and ING Baring U.S.).


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and intending to be legally bound, the parties
hereto hereby agree as follows:


 





















 


1.                                       Joinder.  The undersigned agree that, as of the date
first written above, each of BRS LLC and Jefferies LLC (i) shall join in
and become a party to the Agreement and (ii) shall be bound as an “Investor”
thereunder.


 


2.                                       Amendment.  The Agreement is hereby amended as follows:


 


2.1.                              Each
reference in the Agreement to “BRS” shall be deemed to refer to BRS and BRS
LLC.


 


2.2.                              Each
reference in the Agreement to “Jefferies Funds” shall be deemed to refer to ING
Barings U.S., ING Furman Selz, ING Barings Global and Jefferies LLC.


 


3.                                       Full
Force and Effect.  Except as
otherwise provided in this Amendment No. 1, the terms and conditions of
the Agreement shall remain in full force and effect.


 


4.                                       Binding
Effect; Benefits.  This Amendment No. 1
shall be binding upon and inure to the benefit of the parties to this Amendment
No. 1 and their respective successors and assigns.


 


5.                                       Applicable
Law.  This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Delaware, without giving effect to principles of
conflicts of law.


 


6.                                       Counterparts.  This Amendment No. 1 may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same instrument.


 


2





















 


IN WITNESS WHEREOF, the Company and the Required
Holders have executed this Amendment No. 1 the day and year first above
written.


 


 


	
   

  	
  TSG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Saxton

  
	
   

  	
   

  	
  Name: 

  	
  John A. Saxton

  
	
   

  	
   

  	
  Title: 

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER,
  SHERRILL

  & CO. II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE L.L.C., its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Baldwin

  
	
   

  	
   

  	
  Name: 

  	
  Thomas J. Baldwin

  
	
   

  	
   

  	
  Title: 

  	
  Representative

  
	
   

  	
   

  
	
   

  	
  THE SHERIDAN GROUP
  HOLDINGS

  (BRS), LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Baldwin

  
	
   

  	
   

  	
  Name: 

  	
  Thomas J. Baldwin

  
	
   

  	
   

  	
  Title: 

  	
  Representative

  
						



 


3





















 


	
   

  	
  ING FURMAN SELZ
  INVESTORS III L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  	 

	
   

  	
   

  	
  Name: 

  	
  James Luikart

  	 

	
   

  	
   

  	
  Title: 

  	
  Representative

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  ING BARINGS GLOBAL
  LEVERAGED EQUITY

  PLAN LTD.

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its Fund Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  	 

	
   

  	
   

  	
  Name: 

  	
  James Luikart

  	 

	
   

  	
   

  	
  Title: 

  	
  Representative

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  ING BARINGS U.S.
  LEVERAGED EQUITY PLAN

  LLC

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  	 

	
   

  	
   

  	
  Name: 

  	
  James Luikart

  	 

	
   

  	
   

  	
  Title: 

  	
  Representative

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE SHERIDAN GROUP
  HOLDINGS (JEFFERIES),

  LLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ James Luikart

  	
   

  	 

	
   

  	
   

  	
  Name: 

  	
  James Luikart

  	 

	
   

  	
   

  	
  Title: 

  	
  Representative

  	 

									



 


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