EX-10.26






Exhibit 10.26




FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT




     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.



WITNESSETH:




     WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are all parties to
that certain Revolving Loan Credit Agreement dated as of July 20, 2007 (as may be further amended,
modified, supplemented or restated, the “Credit Agreement”); and



     WHEREAS, the Borrower has requested, and the Lenders have agreed, subject to the terms hereof,
to amend the Credit Agreement as more fully set forth herein;



     NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that all capitalized terms used and not
defined herein shall have the meanings ascribed thereto in the Credit Agreement, and further agree
as follows:



     1. Amendment to Article 6.



          (a) Amendment to Section 6.11. Section 6.11 of the Credit Agreement, Interest
Coverage Ratio, is hereby amended by deleting such Section in its entirety and by substituting in
lieu thereof the following:





     SECTION 6.11 Interest Coverage Ratio. Permit the Interest Coverage Ratio
for any period of four consecutive Quarterly Reporting Periods, in each case
taken as one accounting period, ending on a date or during any period set forth
below to be less than the ratio set forth opposite such date or period below:



	 	 	 	 	 
	Date or Period	 	Ratio	 
	Closing Date through the last day of the Quarterly
Reporting Period ending on or about March 29, 2009
	 	 	1.75 to 1.00	 
	The first day of the Quarterly Reporting Period ending on
or about June 21, 2009 through the last day of the
Quarterly Reporting Period ending on or about March 28,
2010
	 	 	2.00 to 1.00	 
	The first day of the Quarterly Reporting Period ending on
or about June 20, 2010 through the last day of the
Quarterly Reporting Period ending on or about March 27,
2011
	 	 	2.25 to 1.00	 
	Thereafter
	 	 	2.50 to 1.00	 





 









 







     2. No Other Amendment. Notwithstanding the agreement of the Lenders to the terms and
provisions of this Amendment, Holdings and the Borrower acknowledge and expressly agree that this
Amendment is limited to the extent expressly set forth herein and shall not constitute a
modification of the Credit Agreement or any other Loan Documents or a course of dealing at variance
with the terms of the Credit Agreement or any other Loan Documents (other than as expressly set
forth above) so as to require further notice by the Administrative Agent or the Lenders, or any of
them, of its or their intent to require strict adherence to the terms of the Credit Agreement and
the other Loan Documents in the future. All of the terms, conditions, provisions and covenants of
the Credit Agreement and the other Loan Documents shall remain unaltered and in full force and
effect except as expressly modified by this Amendment. The Credit Agreement and each other Loan
Document shall be deemed modified hereby solely to the extent necessary to effect the waivers and
amendments contemplated hereby.



     3. Representations and Warranties. Holdings and the Borrower hereby represent and
warrant in favor of the Administrative Agent and each Lender as follows:



          (a) Each of Holdings and the Borrower has the corporate power and authority (i) to enter into
this Amendment and (ii) to do all other acts and things as are required or contemplated hereunder
to be done, observed and performed by them;




          (b) This Amendment has been duly and validly executed and delivered by Holdings and the
Borrower, and such Amendment constitutes the legal, valid and binding obligations of Holdings and
the Borrower, enforceable against Holdings and the Borrower in accordance with their respective
terms, except as limited by bankruptcy, insolvency or other laws of general application relating to
the enforcement of creditors’ rights and general principles of equity;




          (c) The execution and delivery of this Amendment and the performance by Holdings and the
Borrower under the Credit Agreement and the other Loan Documents to which each is a party, as
amended hereby, do not and will not require the consent or approval of any regulatory authority or
governmental authority or agency having jurisdiction over Holdings or the Borrower or any of their
subsidiaries which has not already been obtained, nor is in contravention of or in conflict with
the articles of incorporation, by-laws or partnership agreements of Holdings and the Borrower or
any of their subsidiaries, or any provision of any statute, judgment, order, or material indenture,
instrument, agreement, or undertaking to which Holdings, the Borrower or any of their subsidiaries
is a party or by which any of their respective assets or properties is or may become bound;






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          (d) All
of the representations and warranties of the Borrower made under the Credit Agreement and the other Loan Documents are true and correct in all material respects as
of the date hereof, after giving effect hereto, as if made on the date hereof (except to the extent
previously fulfilled in accordance with the terms hereof and to the extent relating specifically to
a specific prior date); and




          (e) There does not exist, after giving effect to this Amendment, any Default under the Credit
Agreement.




     4. Conditions Precedent; Effective Date. This Amendment shall be effective as of the
date hereof subject to satisfaction of each of the following conditions precedent:



          (a) all of the representations and warranties of the Borrower under Section 3 hereof being
true and correct in all material respects as of the date hereof; and




          (b) receipt by the Administrative Agent of counterparts hereof executed by the Required
Lenders, Holdings and the Borrower.




     5. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such separate counterparts shall together
constitute one and the same instrument.



     6. Loan Documents. Each reference in the Credit Agreement or any other Loan Document
to the term “Credit Agreement” shall hereafter mean and refer to the Credit Agreement as amended
hereby and as the same may hereafter be amended.



     7. Governing Law. This Amendment shall be construed in accordance with and governed
by the internal laws of the State of New York, applicable to agreements made and to be performed in
New York.



     8. Severability. Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity
or enforceability of such provision in any other jurisdiction.



     Capitalized terms used in this Amendment and not otherwise defined herein are used as defined
in the Credit Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to be
executed under seal by their duly authorized officers, all as of the day and year first above
written.



	 	 	 	 	 
	BORROWER: 	 NETWORK COMMUNICATIONS, INC., a

Georgia corporation

 	 
	 	By:  	/s/ Gerard P. Parker
 	 
	 	 	Name:  	Gerard P. Parker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



NETWORK COMMUNICATIONS, INC.

FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT

Signature Page (10816680)





 









 





	 	 	 	 	 
	HOLDINGS: 	 GALLARUS MEDIA HOLDINGS, INC., a

Delaware corporation

 	 
	 	By:  	/s/ Gerard P. Parker
 	 
	 	 	Name:  	Gerard P. Parker 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



NETWORK COMMUNICATIONS, INC.

FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT

Signature Page (10816680)





 









 





	 	 	 	 	 
	ADMINISTRATIVE AGENT
AND LENDERS: 	
 TORONTO DOMINION (TEXAS) LLC, as

Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Ian Murray
 	 
	 	 	Name:  	Ian Murray 	 
	 	 	Title:  	Authorized signatory 	 
	 



NETWORK COMMUNICATIONS, INC.

FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT

Signature Page (10816680)





 









 





	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC., as Lender

 	 
	 	By:  	/s/ Jeff Scott
 	 
	 	 	Name:  	Jeff Scott 	 
	 	 	Title:  	Vice President 	 
	 



NETWORK COMMUNICATIONS, INC.

FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT

Signature Page (10816680)