QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.15  


Execution Copy  


 
 

AMENDMENT NO. 1 TO
  INTERCREDITOR AGREEMENT    
    


        THIS AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT, dated as of May 11, 2004 (the "Amendment"), is by and
among THE SHERIDAN GROUP, INC., a Maryland corporation ("TSG"), THE SUBSIDIARIES OF TSG IDENTIFIED ON THE SIGNATURE PAGES HERETO (the
"Guarantors"), THE BANK OF NEW YORK, as trustee for the Noteholders pursuant to the Indenture referred to below and as collateral agent for the
Noteholders pursuant to the Collateral Agreements referred to in the Indenture (together with its successors and assigns in such capacities, the
"Trustee"), and FLEET NATIONAL BANK, as lender under the Credit Agreement referred to below (together with its successors and assigns in such
capacities, the "Lender"). 


Background  


        A.    TSG,
the Guarantors (other than Lisbon Acquisition Corp., a Delaware corporation ("Lisbon")), the Trustee and the Lender
are parties to that certain Intercreditor Agreement, dated as of August 21, 2003 (the "Original Agreement"). 


        B.    The
Original Agreement sets forth certain agreements and understandings among TSG, the Guarantors (other than Lisbon), the Trustee and the Lender with respect to the
relative rights of the Trustee and the Lender with respect the collateral securing the Bank Documents and the Note Documents (each as defined in the Original Agreement). 



        C.    TSG
intends to issue Additional Notes under the Indenture (each as defined in the Original Agreement) in the aggregate principal amount of $60,000,000 (the
"Additional Issuance") to facilitate the acquisition by TSG of substantially all of the assets and business of The Dingley Press, a Maine corporation
("Dingley"). 


        D.    TSG,
the Guarantors (other than Lisbon) and the Lender are parties to that certain Revolving Credit Agreement, dated as of August 21, 2003 (the
"Credit Agreement"). In connection with the Additional Issuance, TSG, the Guarantors, the Lender and an additional "Lender" intend to enter into an
Amended and Restated Revolving Credit Agreement (the "Amended and Restated Credit Agreement"), which, among other things, will appoint the Lender as
"Agent" for all Lenders party thereto. 


        E.    The
parties desire to join Lisbon, the acquirer of the assets and business of Dingley, as a party to the Original Agreement. 


        F.     In
connection with, and as a condition to, the Additional Issuance, TSG, the Guarantors, the Trustee and the Lender now desire to amend the Original Agreement in
accordance with Section 13.8 thereof, as provided in this Amendment. 


        G.    The
Issuer has delivered to the Trustee the documents required by Sections 9.3 and 12.4 of the Indenture. 


Terms  


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



        Section 1.    Defined Terms.    Capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Original Agreement. 








 

        Section 2.    Status of Lisbon.    Upon execution and delivery of this Amendment, Lisbon shall become a party
to the Original Agreement and shall constitute a "Guarantor" for all purposes under the Original Agreement, with the same effect and to the same extent as if Lisbon had been named in the Original
Agreement as a "Guarantor." 


        Section 3.    Limitations on Amount of Note Obligations.    Section 11.6 of the Original Agreement is
hereby amended and restated in its entirety as follows: 



"11.6    Limitations on Amount of Note Obligations.    Notwithstanding anything else provided herein, until the indefeasible payment
in full in cash of the Bank Obligations and the termination of any commitment by the Lender to extend credit under the Credit Agreement (or unless the Lender gives its prior written consent in its
sole discretion), if the Trustee amends, restates, modifies, supplements, and/or refinances the Note Obligations in any manner that results in the Company being permitted to incur indebtedness under
the Note Documents in an aggregate principal amount (the "Note Actual Principal Amount") in excess of $165,000,000 or such greater amount to which the
Lender shall give its prior written consent in its sole discretion (the "Note Permitted Principal Amount"), then the excess of the Note Actual Principal
Amount over the Note Permitted Principal Amount (and all interest on (including interest rate protection obligations) and fees in respect of such excess amount) shall not be entitled to the Note
Senior Lien." 




        Section 4.    Trustee Statement.    The Trustee makes no representation as to the validity or sufficiency of
this Amendment, or for or in respect of the recitals contained herein. 


        Section 5.    Continued Effectiveness of Original Agreement.    Except as specifically amended herein, all
other terms and provisions of the Original Agreement shall remain unchanged and in full force and effect. 



        Section 6.    Incorporation of Amendment.    On and after the date hereof, each reference in the Original
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall be a reference to the Original Agreement as amended hereby. 


        Section 7.    Effectiveness.    Section 2 of this Amendment shall be effective when executed by the
parties hereto. Section 3 of this Amendment shall be effective as of the date of the Additional Issuance; provided,  however, Section 3 shall not
become effective if the Additional Issuance has not occurred by June 30, 2004.
 


        Section 8.    Bank Agent.    Upon the execution of the Amended and Restated Credit Agreement, the Lender shall
be acting as "Agent" for the Lenders under the Amended and Restated Credit Agreement and under the Original Agreement, as amended by this Amendment, and all references to the "Lender" in the Original
Agreement, as amended by this Amendment, shall be deemed to mean the "Agent" under the Amended and Restated Credit Agreement. 


        Section 9.    Miscellaneous.    



        Section 9.1.    Entire Agreement.    The agreement of TSG, the Guarantors, the Trustee and the Lender, which is
comprised of this Amendment and the Original Agreement, sets forth the entire agreement and understanding between the parties and supersedes any prior agreement or understanding, written or oral,
relating to the subject matter of this Amendment and the Original Agreement. 


        Section 9.2.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York applicable to contracts made and to be performed in the State of New York, including Sections 5-1401 and 5-1402 of the New York General
Obligations Law and New York Civil Practice Laws and Rules 327(b). 




2







 





        Section 9.3.    Headings.    The headings in this Amendment are for convenience of reference only and shall not
constitute a part of this Amendment, nor shall they affect their meaning, construction or effect. 



        Section 9.4.    Counterparts.    This Amendment may be executed in two or more counterparts and by the parties
in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. 




[Signature Pages Follow]


3










        IN WITNESS WHEREOF, the undersigned have executed this Amendment upon the date first above written. 



	 	 	THE SHERIDAN GROUP, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Vice President and Chief Financial Officer
	

 	
 	

CAPITAL CITY PRESS, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

DARTMOUTH JOURNAL SERVICES, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

DARTMOUTH PRINTING COMPANY
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

LISBON ACQUISITION CORP.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Vice President
	

 	
 	

SHERIDAN BOOKS, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

THE SHERIDAN GROUP HOLDING COMPANY
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	President
	

 	
 	

THE SHERIDAN PRESS, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

UNITED LITHO, INC.
	

 	
 	

By:	
 	

/s/ ROBERT M. JAKOBE

	 	 	 	 	Name:	 	Robert M. Jakobe
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

THE BANK OF NEW YORK, as Trustee
	

 	
 	

By:	
 	

/s/ GEOVANNI BARRIS

	 	 	 	 	Name:	 	Geovanni Barris
	 	 	 	 	Title:	 	Vice President
	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By:	
 	

/s/ KENNETH G. WOOD

	 	 	 	 	Name:	 	Kenneth G. Wood
	 	 	 	 	Title:	 	Senior Vice President













QuickLinks


AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT