AMENDMENT No. 2 to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT
No. 2
to
AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDMENT
No. 2 dated May 12, 2008 (“Amendment”) to AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT made as of the 25th day of May, 2004 (“Original 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 Original Agreement.
RECITALS:
WHEREAS,
Borrower, Lenders and Bank are party to the Original Agreement; and
WHEREAS,
all capitalized terms used in this Amendment, unless otherwise defined herein,
shall have the meanings ascribed thereto in the Original Agreement;
NOW
THEREFORE, the parties hereto, intending to be legally bound, agree that the
Original Agreement be, and it hereby is amended as follows:
1.
Amendment
to Section 11.01 – Indebtedness. Subsection 11.01(c) shall be
amended to read in full as follows:
(c) Borrower
will not, and will not permit any Subsidiary to, directly or indirectly, amend
or otherwise modify the terms of any Senior Secured Note Documents (other than
to provide for additional collateral and guarantors from time to time, as
required by the Senior Secured Note Documents). Borrower will not,
and will not permit any Subsidiary to, directly or indirectly, declare, pay,
make or set aside any amount for redemption, repurchase or other payment in
respect of Senior Secured Notes, except that Borrower and any of its
Subsidiaries may:
(i)
make regularly scheduled payments required by the
provisions of the Senior Secured Notes, to the extent permitted pursuant to the
Intercreditor Agreement or other applicable agreement with the Agent and the
Lenders; and
(ii) repurchase
Senior Secured Notes, in each instance, to the extent that each of the following
conditions shall have been satisfied:
(A) no
Default or Event of Default shall then exist or would exist after giving effect
thereto;
(B) the
Borrower shall have furnished to the Agent, not more than five (5) Business Days
after the end of each calendar month, a certificate of the Chief Financial
Officer of the Borrower showing (1) each such repurchase consummated during such
month, including a listing of the Senior Secured Notes repurchased, the face
value thereof and the consideration paid therefor (the “Note Repurchases”); (2)
total Note Repurchases made after the date hereof; and (3) each resale of Senior
Secured Notes consummated by the Borrower or any of its Subsidiaries during such
month, including a listing of the Senior Secured Notes resold, the face value
thereof and the consideration paid therefor; and
(C) the
amount expended for Note Repurchases (including expenses) after the date hereof
shall not exceed $15,000,000 in the aggregate.
2. Amendment to Section 13.01 –
Defined Terms. Section 13.01 shall be amended by replacing the
word “securities” in clause (a) of the definition of “Restricted Payment” with
the words “equity securities.”
3.
Representations and
Covenants. The Borrower certifies that all representations and
warranties of the Loan Parties contained in the Loan Documents, including
without limitation the schedules thereto, 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:
(a)
It has full corporate power and authority to execute, deliver and perform
this Amendment; and
(b) The
Agreement, as amended hereby, constitutes Borrower’s legal, valid and binding
agreement, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting creditors’ rights generally and by general principles of
equity.
6. Miscellaneous. Article
15 of the Original Agreement is incorporated herein by this reference and shall
apply to this Amendment. Execution of this Amendment shall not
constitute an agreement by the Bank to execute any other amendment or
modification of the Loan Documents. References to the Original
Agreement in any document relating thereto shall be deemed to include this
Amendment.
7. Counterparts; Electronic
Execution. This Amendment 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
Amendment. Delivery of an executed counterpart of this Amendment 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 Amendment. Any party delivering an executed counterpart of this
Amendment by telefacsimile or electronic transmission also shall promptly
deliver an original executed counterpart of this Amendment but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability and binding effect of this Agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, 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.
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By:
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/s/ Xxxxxx X.
Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
Executive Vice President and CFO
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00000
XxXxxxxxx Xxxx, Xxxxx 000
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Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
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Phone: (000)
000-0000
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Fax: (000)
000-0000
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AGENT
AND LENDER:
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BANK
OF AMERICA, N.A.
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By:
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/s/ Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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Vice
President
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Mail
Stop: PA7-188-11-01
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1600
Xxxx X. Xxxxxxx Blvd.
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0
Xxxx Xxxxxx, Xxxxx 0000
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Xxxxxxxxxxxx,
XX 00000
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Phone: (000)
000-0000
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Fax: (000)
000-0000
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LENDER:
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WACHOVIA
BANK, N.A.
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By:
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/s/ Xxxx X.
Xxxxxxxx
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Xxxx
X. Xxxxxxxx, Senior Vice President
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0
Xxxxx Xxxx Xxxxxx, 0xx
Xxxxx
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Xxxxxxxxx,
XX 00000
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Phone: (000)
000-0000
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Fax: (000)
000-0000
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