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)
Par
