EX-10.27






Exhibit
10.27


SECOND AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT




     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.



     WHEREAS, Holdings, the Borrower, the Lenders party thereto (the “Lenders”) and the
Administrative Agent are all parties to that certain Revolving Loan Credit Agreement dated as of
July 20, 2007 as amended by that certain First Amendment to Revolving Loan Credit Agreement dated
as of June 10, 2008 (as so amended and 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. Amendments to Article 6.



          (a) Amendment to Section 6.06. Section 6.06(a)(ii) of the Credit Agreement, is hereby
amended by deleting such subsection in its entirety and by substituting in lieu thereof the
following:



          (ii) so long as no Event of Default or Default shall have occurred and
be continuing or would result therefrom (and provided that, in the case of
any direct or indirect distribution to Ultimate Parent, Ultimate Parent
owns, beneficially and of record, 100% of the issued and outstanding Equity
Interests of Holdings at the time of such distribution), Holdings and the
Borrower may (and the Borrower may make distributions to Holdings to enable
Holdings to make distributions to Ultimate Parent to enable Ultimate Parent
to) repurchase its Equity Interests owned by current or former consultants,
officers, directors or employees of Ultimate Parent, Holdings, the Borrower
or the Subsidiaries (or their permitted transferees) or make payments to
employees of Ultimate Parent, Holdings, the Borrower or the Subsidiaries
upon termination of employment in connection with the exercise of stock
options, stock appreciation rights or similar equity incentives or equity
based incentives pursuant to management incentive plans or in connection
with the death or disability of such employees in an aggregate amount not to
exceed $1,000,000 in any Annual Reporting Period (it being agreed that such
amount shall be



 













 





increased by the amount of cash proceeds received by Holdings or
Ultimate Parent from the sale of Equity Interests of Holdings or Ultimate
Parent to such employees after the Closing Date to the extent such proceeds
are contributed directly or indirectly to the Borrower as common equity),



          (b) 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 September 14, 2008

	 	1.75 to 1.00
	 

	 	 
	Thereafter

	 	1.50 to 1.00
	 

	 	 





          (c) Amendment to Section 6.12. Section 6.12 of the Credit Agreement, Maximum Senior
Leverage Ratio, is hereby amended by deleting such Section in its entirety and by substituting in
lieu thereof the following:



SECTION 6.12. Maximum Senior Leverage Ratio. Permit the Senior Secured
Leverage 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 greater 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

	 	2.00 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

	 	 
2.25 to 1.00
	 

	 	 
	Thereafter

	 	2.00 to 1.00
	 

	 	 





          (d) Amendment to Section 6.15. Section 6.15(b) of the Credit Agreement, is hereby
amended by deleting such subsection in its entirety and by substituting in lieu thereof the
following:



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          (i) Pledge or permit the pledge of Equity Interests in any Unrestricted
Subsidiary to any person (other than to the Collateral Agent as Collateral
for the Obligations), or (ii) transfer any assets to, or make any loan or
advance to, or Guarantee any obligations of, any Unrestricted Subsidiary or
otherwise acquire for consideration evidences of Indebtedness, Equity
Interests or other securities of any Unrestricted Subsidiary, other than (A)
intercompany loans and advances among Unrestricted Subsidiaries and (B)
investments of any kind or nature in Unrestricted Subsidiaries, together
with (x) payments to Unrestricted Subsidiaries by any Loan Party under any
services, management or any other contractual arrangements and (y) payments
of the type referred to in clause (c) of Section 6.07 to officers, directors
and employees of, and consultants to, Unrestricted Subsidiaries, in an
aggregate amount not to exceed $2,500,000 in any Annual Reporting Period
(provided that, so long as no Event of Default or Default shall have
occurred and be continuing or would result from any investment pursuant to
this clause (b)(ii) and the Consolidated Leverage Ratio of the Borrower,
after giving effect to the making of any such investment pursuant to this
clause (b)(ii) (and the incurrence of any Indebtedness related thereto), is
less than 4.50 to 1.00, such amount shall be increased by an amount equal to
the difference between (1) the portion of Excess Cash Flow (as defined in
the Term Loan Credit Agreement) not required to be used by the Borrower to
repay Term Loans pursuant to Section 2.13 of the Term Loan Credit Agreement
(provided that prior to or contemporaneously with such investment, the
Borrower shall have made any such required mandatory prepayment) and (2) any
amount of such portion of Excess Cash Flow used to make Restricted Payments
in accordance with clause (viii)(B) of the proviso to Section 6.06(a)). The
amount of permitted investments in and other payments in respect of
Unrestricted Subsidiaries set forth above in respect of any Annual Reporting
Period prior to the Annual Reporting Period commencing on or about March 30,
2009 shall be increased by an amount equal to the difference between (i) the
amount of unused permitted investments or payments for the immediately
preceding Annual Reporting Period and (ii) an amount equal to unused
permitted investment or payment amounts carried forward to such preceding
Annual Reporting Period.



     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



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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;



          (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;



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



          (c) receipt by the Administrative Agent of the Amendment Fee (defined below).



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     5. Amendment Fee. As consideration for each of the Lenders’ and Administrative
Agent’s entering into this Amendment, Holdings and Borrower shall pay to Administrative Agent, for
itself and on behalf of the Lenders, an amendment fee in an amount equal to 0.25% of the aggregate
Commitments of each Lender who consents to this Amendment (the “Amendment Fee”) on or
before 8:00 p.m. (EST) on Friday, December 5, 2008. The Amendment Fee is due and payable in full
upon execution and delivery of this Amendment. Holdings and Borrower agree that the Amendment Fee
has been fully earned by Administrative Agent and Lenders and is non-refundable in whole or in
part.



     6. 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.



     7. 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.



     8. 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.



     9. 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.



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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 	 
	 




 









 








	 	 	 
	HOLDINGS:

	 	GALLARUS MEDIA HOLDINGS, INC.,
a Delaware corporation






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




 








 









	 	 	 
	ADMINISTRATIVE AGENT AND 

LENDERS:

	 	TORONTO DOMINION
(TEXAS) LLC,
a
Administrative Agent and as a Lender






	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Jackie Barrett
 	 
	 	 	Name:  	Jackie Barrett 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 








 









	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC___, as Lender

 	 
	 	By:  	/s/ Kevin S. Fong
 	 
	 	 	Name:  	Kevin S. Fong 	 
	 	 	Title:  	Senior Vice President