ex10_48.htm


    
      

    

    Exhibit
10.48

    


    WAIVER

    to

    AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT

    


               WAIVER
dated January 5, 2009 (“Waiver”) to AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT made as of the 25th day of May, 2004 and amended as of December 17,
2007 and May 12, 2008 (as so amended, the “Credit Agreement”) by and among THE
SHERIDAN GROUP, INC., a Maryland corporation (“Borrower”), BANK OF AMERICA, N.A.
(the “Bank”), individually, as Administrative Agent, Issuer and a Lender, and
the other Lenders under the Credit Agreement.

     

    RECITALS:

     

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

     

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

     

               WHEREAS,
Borrower wishes to pay a cash dividend (the
“Dividend”) and/or make a loan (the “Parent Loan,” and, with the Dividend, the
“Borrower Transaction”) to the Parent in the aggregate amount of up to
$14,000,000;

     

               NOW
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

     

               1.           Waiver.  The
Agent and the Lenders agree that Borrower may consummate the Borrower Transaction
notwithstanding Sections 7.03(a)(as it relates to Section 8.11), 8.11,
11.03, 11.04 and 11.05 of the Credit Agreement,
provided that, on or before consummation of the
Borrower Transaction:

     

    (a)
           the Borrower
delivers to the Agent a solvency
certificate giving effect thereto,
in the form attached hereto as Exhibit A;

     

    (b)            the
Parent shall use the entire cash proceeds
of the Dividend and Parent Loan
solely to purchase capital stock in the Parent owned by Participatiemaatschappij
Giraffe B.V. and to pay related expenses in
connection therewith;
and

     

    (c)            the
Borrower pays to the Agent for the account of the Lenders an Waiver fee in the
amount of $75,000 and pays all legal fees of Agent’s counsel in connection with
the Waiver.

     

               2.           Representations Relating to
Dividend.  Borrower hereby represents and warrants to the Agent
and the Lenders that:

     

    (a)            Borrower
has all necessary corporate power and authority to enter into the Borrower Transaction, and the Borrower Transaction has been approved by all
necessary corporate action on the part of Borrower and would not breach or
violate any statute, law, rule, regulation, agreement or order applicable to or
binding upon Borrower, including without limitation the corporate law of the
State of Maryland relating to the payment of dividends,
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           
Parent has all necessary corporate power and authority to enter into the
transactions relating to the purchase of its capital stock, and such
transactions have been approved by all necessary corporate action on the part of
Parent and would not breach or violate any statute, law, rule, regulation,
agreement or order applicable to or binding upon Parent, including without
limitation the corporate law of the State of Delaware relating to the repurchase
of capital stock.

     

               3.           Representations Relating to
Loan Documents.  The Borrower certifies that all
representations and warranties of the Loan Parties contained in the Loan
Documents, including without limitation the schedules thereto (other than
Section 8.11), are true, correct and complete in all material respects on and as
of the date hereof, and that all covenants and agreements made in the Loan
Documents required to have been complied with and fulfilled by the Loan Parties
as of the date hereof have been complied with and fulfilled in all material
respects, and that no Default or Event of Default is in existence on the date
hereof.

     

               4.           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.

     

               5.           Authority and
Enforceability.  Borrower hereby represents that it has full
corporate power and authority to execute, deliver and perform this
Waiver.

     

               6.           Miscellaneous.  Article
15 of the Credit Agreement is incorporated herein by this reference and shall
apply to this Waiver.  Execution of this Waiver shall not constitute
an agreement by the Bank, the Agent or the Lenders to execute any other waiver,
amendment  or modification of the Loan Documents.

     

               7.           Counterparts; Electronic
Execution.  This Waiver 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
Waiver.  Delivery of an executed counterpart of this Waiver 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 Waiver.  Any party delivering an executed counterpart of this
Waiver by telefacsimile or electronic transmission also shall promptly deliver
an original executed counterpart of this Waiver but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability and
binding effect of this Agreement.

     

    


    [signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


               IN
WITNESS WHEREOF, the parties hereto have executed this Waiver, 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. Jakobe

                
	 
      	 
      	
                  Robert
      M. Jakobe

                
	 
      	 
      	
                  Chief
      Financial Officer

                
	 
      	 
      	
                  11311
      McCormick Road, Suite 260

                
	 
      	 
      	
                  Hunt
      Valley, Maryland  21031-1437

                
	 
      	 
      	 
      
	 
      	 
      	
                  Phone:  (410)
      785-7277

                
	 
      	 
      	
                  Fax:  (410)
      785-7217

                
	 
      	 
      	
                  E-Mail:
      bjakobe@tsg.sheridan.com

                


        

      

    

     

     

    [signature
page for Waiver]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  AGENT
      AND LENDER:

                	
                  BANK
      OF AMERICA, N.A.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Christian Barrow

                
	 
      	 
      	
                  Christian
      Barrow

                
	 
      	 
      	
                  Senior
      Vice President

                
	 
      	 
      	 
      
	 
      	 
      	
                  Mail
      Stop:  PA7-188-11-01

                
	 
      	 
      	
                  1600
      John F. Kennedy Blvd.

                
	 
      	 
      	
                  4
      Penn Center, Suite 1100

                
	 
      	 
      	
                  Philadelphia,
      PA  19103

                
	 
      	 
      	
                  Phone:  (267)
      675-0109

                
	 
      	 
      	
                  Fax:  (212)
      548-8911

                
	 
      	 
      	
                  E-Mail:
      christian.d.barrow@bankofamerica.com

                


        

      

    

    


    


    [signature
page for Waiver]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	
                            LENDER:

                          	
                            WACHOVIA
      BANK, NATIONAL ASSOCIATION

                          
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ Lisa Sechler

                          
	 
      	 
      	
                            Lisa
      Sechler, Assistant Vice President

                          
	 
      	 
      	
                            Wachovia
      Bank, N.A.

                          
	 
      	 
      	
                            7
      Saint Paul Street, 2nd
      Floor

                          
	 
      	 
      	
                            Baltimore,
      MD  21202

                          
	 	 	 
	 
      	 	
                            Phone:  (401)
      332-5212

                          
	 
      	 	
                            Fax:  (401)
      244-1236

                          
	 
      	 	
                            E-Mail:  lisa.sechler@wachovia.com

                          


                  

                

              

            

          

        

      

    

    


    


    [signature
page for Waiver]