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 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
INDEBTEDNESS UNDER SUCH AGREEMENTS AS PERMITTED BY THE SUBORDINATION
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION
AGREEMENT.
SENIOR SUBORDINATED PROMISSORY NOTE
US$25,000,000 New York, New York
January 7, 2005
FOR VALUE RECEIVED, the undersigned, GALLARUS MEDIA HOLDINGS, INC., a
Delaware corporation ("Parent") hereby promises to pay to COURT SQUARE CAPITAL,
LTD. or its registered assigns (the "Payee"), at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, on the Maturity Date (as defined in the Senior
Subordinated Credit Agreement, dated as of January 7, 2005, by and among Parent,
certain other parties, and the Payee (as the same may be amended, modified,
restated or supplemented from time to time, the "Credit Agreement")) the
principal sum of TWENTY FIVE MILLION DOLLARS ($25,000,000) or such lesser
principal amount thereof as may remain outstanding in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount hereof from time to time outstanding, in
like funds, at said office, at a rate or rates per annum and payable on such
dates as determined pursuant to the terms of the Credit Agreement. Parent is
referred to as the "Maker."
The Maker promises to pay interest, on demand, on any overdue
principal and, to the extent permitted by applicable law, overdue interest from
their due dates at a rate or rates determined as set forth in the Credit
Agreement.
The Maker hereby waives diligence, presentment, demand, protest, and
notice of any kind whatsoever, other than as expressly required by the Credit
Agreement, The nonexercise by the Payee of any of its rights hereunder in any
particular instance shall not constitute a waiver thereof in that or any
subsequent instance.
The date, amount and interest rate applicable to all borrowings
evidenced by this Note and all payments and prepayments of the principal hereof
and interest hereon and the respective dates thereof shall be recorded by the
holder hereof in its internal records and, prior to any transfer of this Note,
endorsed by the holder on the schedule attached hereto or any continuation
thereof; provided, that the failure of the holder hereof to make such a notation
or any error in such a notation shall not in any manner affect the obligation of
the Maker to make payments of principal and interest in accordance with the
terms of this Senior Subordinated Promissory Note and the Credit Agreement.
This Senior Subordinated Promissory Note is the Note referred to in
the Credit Agreement, which, among other things, contains provisions for the
acceleration of the maturity hereof upon the happening of certain events, for
optional and mandatory prepayment of the principal hereof prior to the maturity
hereof and prepayment premiums thereon and for the amendment or waiver of
certain
provisions of the Credit Agreement, all upon the terms and conditions therein
specified. THIS SENIOR SUBORDINATED PROMISSORY NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE XXXXX XX XXX XXXX XX XXX XXXXXX
XXXXXX WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.
* * * * *
2
SIGNATURE PAGE TO SENIOR SUBORDINATED PROMISSORY NOTE
GALLARUS MEDIA HOLDINGS, INC.
By: /s/ Xxxxxx XxXxxxxx
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Name: Xxxxxx XxXxxxxx
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Title:
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LOANS AND PAYMENTS
Payments of Principal Unpaid Principal Name of Person
Date Amount of Loan Interest Rate or Interest Balance of Note Making Notation
---- -------------- ------------- --------------------- ---------------- ---------------
1/07/05 $25,000,000 12.0%