Exhibit
10.22


 


AMENDMENT
NO. 1 TO THE 


 


SECURITIES
HOLDERS AGREEMENT


 


This Amendment No. 1
to the Securities Holders 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, “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
Securities Holders Agreement, dated as of August 21, 2003, among 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 5.1 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.


 


2.3.                              Schedule I
to the Agreement shall be replaced with Exhibit A attached hereto.


 


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

  	 

										



 


4





















 


EXHIBIT A


 


	
  Investor

  	
   

  	
  Number of Shares of

  Common Stock

  	
   

  	
  Number of Shares of

  Preferred Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Sheridan
  Group Holdings (Jefferies), LLC

  	
   

  	
  228,686.949

  	
   

  	
  19,209.70376

  	
   

  
	
  The Sheridan
  Group Holdings (BRS), LLC

  	
   

  	
  228,686.949

  	
   

  	
  19,209.70376

  	
   

  
	
  Christopher A.
  Pierce

  	
   

  	
  36,859.812

  	
   

  	
  3,096.22420

  	
   

  
	
  John A. Saxton

  	
   

  	
  15,957.447

  	
   

  	
  1,340.42553

  	
   

  
	
  David C. Hewitt

  	
   

  	
  6,382.979

  	
   

  	
  536.17021

  	
   

  
	
  G. Paul Bozuwa

  	
   

  	
  3,191.489

  	
   

  	
  268.08511

  	
   

  
	
  William Braley

  	
   

  	
  1,245.264

  	
   

  	
  104.60217

  	
   

  
	
  Robert M. Jakobe

  	
   

  	
  1,063.830

  	
   

  	
  89.36170

  	
   

  
	
  Eric D. Lane

  	
   

  	
  896.590

  	
   

  	
  75.31356

  	
   

  
	
  Joan B. Weisman

  	
   

  	
  797.872

  	
   

  	
  67.02128

  	
   

  
	
  Kenneth R.
  Stickley, Jr.

  	
   

  	
  597.727

  	
   

  	
  50.20904

  	
   

  
	
  John M. Elliot

  	
   

  	
  531.915

  	
   

  	
  44.68085

  	
   

  
	
  Chris M. Azbill

  	
   

  	
  531.915

  	
   

  	
  44.68085

  	
   

  
	
  Douglas R.
  Ehmann

  	
   

  	
  521.225

  	
   

  	
  43.78288

  	
   

  
	
  J. Kenneth
  Garner

  	
   

  	
  456.004

  	
   

  	
  38.30436

  	
   

  
	
  Michael E.
  Klauer

  	
   

  	
  425.532

  	
   

  	
  35.74468

  	
   

  
	
  Patricia A.
  Stricker

  	
   

  	
  333.316

  	
   

  	
  27.99855

  	
   

  
	
  Robert M. Moore

  	
   

  	
  638.297

  	
   

  	
  53.61703

  	
   

  
	
  Gary J.
  Kittredge

  	
   

  	
  265.958

  	
   

  	
  22.34042

  	
   

  
	
  Edward H.
  Hartman

  	
   

  	
  212.766

  	
   

  	
  17.87234

  	
   

  
	
  Arthur R. Myers

  	
   

  	
  212.766

  	
   

  	
  17.87234

  	
   

  
	
  Jennifer A.
  Bedell

  	
   

  	
  159.574

  	
   

  	
  13.40426

  	
   

  
	
  Cynthia L.
  Beauchamp

  	
   

  	
  106.383

  	
   

  	
  8.93617

  	
   

  
	
  Michael J.
  Sartorelli

  	
   

  	
  106.383

  	
   

  	
  8.93617

  	
   

  
	
  Kenneth W. Raker

  	
   

  	
  106.383

  	
   

  	
  8.93617

  	
   

  
	
  Jeffrey S. Cohen

  	
   

  	
  79.787

  	
   

  	
  6.70213

  	
   

  
	
  J. Dennis Smith

  	
   

  	
  53.191

  	
   

  	
  4.46809

  	
   

  
	
  William P.
  Walters

  	
   

  	
  53.191

  	
   

  	
  4.46809

  	
   

  
	
  Catherine R.
  Budd

  	
   

  	
  31.915

  	
   

  	
  2.68085

  	
   

  
	
  George A.
  Whaling

  	
   

  	
  3,238.574

  	
   

  	
  272.04001

  	
   

  
	
  J.M. Dryden Hall, Jr.

  	
   

  	
  1,063.830

  	
   

  	
  89.36170

  	
   

  
	
  Gary T.
  DiCamillo

  	
   

  	
  3,191.489

  	
   

  	
  268.08511

  	
   

  
	
  Craig H. Deery

  	
   

  	
  2,912.091

  	
   

  	
  244.61560

  	
   

  
	
  Total

  	
   

  	
  539,599.393

  	
   

  	
  45,326.34897

  	
   

  



 


5