EXECUTION VERSION NETWORK COMMUNICATIONS, INC. 10 3/4% SENIOR NOTES DUE 2013 PURCHASE AGREEMENTPurchase Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
EXECUTION VERSION NETWORK COMMUNICATIONS, INC. 10 3/4% SENIOR NOTES DUE 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
BY AND AMONGRegistration Rights Agreement • June 2nd, 2006 • Network Communications, Inc. • Delaware
Exhibit 10.3 ADVISORY AGREEMENT This Advisory Agreement (this "Agreement") is made and entered into as of December 12, 2004 by and between GMH Holding Company ("Holdings"), GMH Acquisition Corp. (the "Company" and together with Holdings, the...Advisory Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
BY AND AMONGAgreement and Plan of Merger • June 2nd, 2006 • Network Communications, Inc. • New York
EXECUTION COPY WARRANT AGREEMENT WARRANT AGREEMENT, dated as of January 7, 2005 by and between COURT SQUARE CAPITAL LIMITED, a Delaware corporation (the "Purchaser"), and GMH Holding Company, a Delaware corporation (the "Company"). Capitalized terms...Warrant Agreement • June 2nd, 2006 • Network Communications, Inc. • Delaware
Exhibit 10.11 THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM...Subordination Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS THE SAME MAY BE AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF, THE "SUBORDINATION AGREEMENT") DATED AS OF JANUARY 7, 2005 AMONG NETWORK COMMUNICATIONS, INC., GALLARUS MEDIA HOLDINGS, INC. AND NCID, LLC, COURT SQUARE CAPITAL LIMITED AND TORONTO DOMINION (TEXAS), LLC ("AGENT"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE CREDIT PARTIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF JANUARY 7, 2005 AMONG THE BORROWERS, AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AND CERTAIN GUARANTEES OF THE INDEBTEDNESS EVIDENCED THEREBY, AS SUCH CREDIT AGREEMENT AND SUCH GUARANTEES HAVE BEEN AND HEREAFTER MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AS PERMITTED UNDER THE SUBORDINATION AGREEMENT AND TO INDEBTEDNESS REFINANCING THE
KODAK POLYCHROME GRAPHICS LOGO) CUSTOMER AGREEMENT THIS CUSTOMER AGREEMENT (THIS "AGREEMENT") IS A LEGALLY BINDING CONTRACT BETWEEN THE CUSTOMER DESCRIBED BELOW AND KODAK POLYCHROME GRAPHICS LLC, A DELAWARE LIMITED LIABILITY COMPANY WITH ITS PRINCIPAL...Customer Agreement • June 2nd, 2006 • Network Communications, Inc. • Connecticut
TRADEMARK SECURITY AGREEMENT (this "AGREEMENT") dated as of November 30, 2005, between NETWORK COMMUNICATIONS, INC., a Georgia corporation (the "GRANTOR") and CREDIT SUISSE, as the Collateral Agent (as defined below).Trademark Security Agreement • June 2nd, 2006 • Network Communications, Inc.
SCHEDULE I TO PATENT SECURITY AGREEMENTPatent Security Agreement • June 2nd, 2006 • Network Communications, Inc.
Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of January 7, 2005 by and between GMH Holding Company, a Delaware corporation (the "Company"), and Gerard Parker ("Executive"). WHEREAS, this Agreement is...Employment Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
SIXTH AMENDMENT TO AGREEMENTSenior Revolving Loan Agreement • November 2nd, 2010 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
WITNESSETH:Lease Agreement • June 2nd, 2006 • Network Communications, Inc. • Georgia
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2010 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made January 11, 2010, effective as of December 23, 2009 by and between GMH Holding Company, a Delaware corporation (the “Company”), and Gerard Parker (“Executive”).
CUSTOMER SUPPLY AND EQUIPMENT AGREEMENTCustomer Supply and Equipment Agreement • June 2nd, 2006 • Network Communications, Inc. • Georgia
AMENDMENT TO AGREEMENTAmendment to Agreement • June 24th, 2010 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of December 23, 2004 by and between GMH Holding Company, a Delaware corporation (the "Company"), and Dan McCarthy ("Executive"). WHEREAS, Executive entered...Employment Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
SECOND AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • January 26th, 2009 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
THIS SECOND AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of this 4th day of December, 2008, by and among GALLARUS MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Borrower”), the Lenders (as defined below) signatory hereto and TORONTO DOMINION (TEXAS) LLC (the “Administrative Agent”), as Administrative Agent for the Lenders.
dated as ofGuarantee, Collateral and Intercreditor Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
SECOND AMENDMENT TO AGREEMENTSecond Amendment to Agreement • July 14th, 2010 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
amongRevolving Loan Credit Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
THIRD AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • June 19th, 2009 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
THIS THIRD AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of this ___ day of May, 2009, by and among GALLARUS MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Borrower”), the Lenders (as defined below) signatory hereto and TORONTO DOMINION (TEXAS) LLC (the “Administrative Agent”), as Administrative Agent for the Lenders.
EX(2) SOLUTIONS LOGO) TECHNOLOGY EXPERTISE FOR TOUR BUSINESSSoftware Support, Development & Maintenance Renewal Agreement • June 2nd, 2006 • Network Communications, Inc.
ContractPatent Security Agreement • October 18th, 2007 • Network Communications, Inc. • Periodicals: publishing or publishing & printing
PATENT SECURITY AGREEMENT (this “Agreement”) dated as of July 20, 2007, between NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Grantor”) and TORONTO DOMINION (TEXAS) LLC, as the Collateral Agent (as defined below).
ContractCopyright Security Agreement • October 18th, 2007 • Network Communications, Inc. • Periodicals: publishing or publishing & printing
COPYRIGHT SECURITY AGREEMENT (this “Agreement”) dated as of July 20, 2007, between NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Grantor”) and TORONTO DOMINION (TEXAS) LLC, as the Collateral Agent (as defined below).
ContractTrademark Security Agreement • October 18th, 2007 • Network Communications, Inc. • Periodicals: publishing or publishing & printing
TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of July 20, 2007, between NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Grantor”) and TORONTO DOMINION (TEXAS) LLC as the Collateral Agent (as defined below).
FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • July 31st, 2008 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
THIS FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of this 10th day of June, 2008, by and among GALLARUS MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement defined below) signatory hereto and TORONTO DOMINION (TEXAS) LLC (the “Administrative Agent”), as Administrative Agent for the Lenders.
amongTerm Loan Credit Agreement • June 2nd, 2006 • Network Communications, Inc. • New York
GUARANTEE, COLLATERAL AND INTERCREDITOR AGREEMENT dated as of July 20, 2007, among NETWORK COMMUNICATIONS, INC., GALLARUS MEDIA HOLDINGS, INC., the Subsidiaries of NETWORK COMMUNICATIONS, INC., from time to time party hereto, TORONTO DOMINION (TEXAS)...Guarantee, Collateral and Intercreditor Agreement • October 18th, 2007 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
GUARANTEE, COLLATERAL AND INTERCREDITOR AGREEMENT dated as of July 20, 2007 (this “Agreement”), among NETWORK COMMUNICATIONS, INC., a Georgia corporation (the “Borrower”), GALLARUS MEDIA HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto, TORONTO DOMINION (TEXAS) LLC, as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”), TORONTO DOMINION (TEXAS) LLC, as administrative agent for the Revolving Lenders (as defined below) (in such capacity, the “Revolving Loan Administrative Agent”) and TORONTO DOMINION (TEXAS) LLC, as administrative agent for the Term Lenders (as defined below) (in such capacity, the “Term Loan Administrative Agent” and, together with the Revolving Loan Administrative Agent, the “Administrative Agents”).
AGREEMENTLoan Agreement • June 8th, 2010 • Network Communications, Inc. • Periodicals: publishing or publishing & printing • New York
EXHIBIT FApplications Maintenance and Support Agreement • June 2nd, 2006 • Network Communications, Inc. • Texas
