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Exhibit 10.3




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PageARTICLE IDefinitions
    
    
    2SECTION 1.01. Credit Agreements
    
    
    2SECTION 1.02. Other Defined Terms
    
    
    2SECTION 1.03. Extensions
    
    
    10ARTICLE IIGuarantee
    
    
    10SECTION 2.01. Guarantee
    
    
    10SECTION 2.02. Guarantee of Payment
    
    
    10SECTION 2.03. No Limitations, Etc.
    
    
    11SECTION 2.04. Reinstatement
    
    
    12SECTION 2.05. Agreement To Pay; Subrogation
    
    
    12SECTION 2.06. Information
    
    
    12ARTICLE IIIPledge of Securities
    
    
    12SECTION 3.01. Pledge
    
    
    12SECTION 3.02. Delivery of the Pledged Collateral
    
    
    13SECTION 3.03. Representations, Warranties and Covenants
    
    
    13SECTION 3.04. Certification of Limited Liability Company
Interests and Limited Partnership Interests
    
    
    15SECTION 3.05. Registration in Nominee Name; Denominations
    
    
    15SECTION 3.06. Voting Rights; Dividends and Interest, Etc.
    
    
    15ARTICLE IVSecurity Interests in Personal Property
    
    
    17SECTION 4.01. Security Interest
    
    
    17SECTION 4.02. Representations and Warranties
    
    
    19SECTION 4.03. Covenants
    
    
    21SECTION 4.04. Other Actions
    
    
    25SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral
    
    
    28
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PageARTICLE VRemedies
    
    
    29SECTION 5.01. Remedies Upon Default
    
    
    29SECTION 5.02. Application of Proceeds
    
    
    31SECTION 5.03. Grant of License to Use Intellectual Property
    
    
    32SECTION 5.04. Securities Act, Etc.
    
    
    32SECTION 5.05. Provisions Relating to Cash Collateralization of L/C Exposure
Under Revolving Loan Credit Agreement
    
    
    33ARTICLE VIActs of Secured Parties and Agents; Notices of Default and Acceleration
    
    
    33SECTION 6.01. Acts of Secured Parties and Agents
    
    
    33SECTION 6.02. Determination of Existence of Events of Default and Acceleration;
Notices to Agents
    
    
    34ARTICLE VIICertain Intercreditor Provisions
    
    
    35SECTION 7.01. Actions Under This Agreement
    
    
    35SECTION 7.02. Restrictions on Actions
    
    
    35SECTION 7.03. Cooperation; Accountings
    
    
    36SECTION 7.04. Other Collateral
    
    
    36SECTION 7.05. Preferential Payments and Special Trust Account
    
    
    36SECTION 7.06. Restoration of Obligations
    
    
    37SECTION 7.07. Bankruptcy Preferences
    
    
    37SECTION 7.08. Bankruptcy Proceedings
    
    
    37ARTICLE VIIIConcerning the Collateral Agent
    
    
    38SECTION 8.01. Appointment of Collateral Agent
    
    
    38SECTION 8.02. Limitations on Responsibility of Collateral Agent
    
    
    38SECTION 8.03. Reliance by Collateral Agent; Indemnity Against Liabilities, etc.
    
    
    39SECTION 8.04. Resignation of the Collateral Agent
    
    
    39SECTION 8.05. Determination of Amounts of Obligations
    
    
    40SECTION 8.06. Authorized Investments
    
    
    40SECTION 8.07. Certain Powers Relating to Collateral
    
    
    41ARTICLE IXRepresentations and Warranties
    
    
    41
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PageARTICLE XIndemnity, Subrogation and Subordination
    
    
    42SECTION 10.01. Indemnity and Subrogation
    
    
    42SECTION 10.02. Contribution and Subrogation
    
    
    42SECTION 10.03. Subordination
    
    
    42ARTICLE XIMiscellaneous
    
    
    43SECTION 11.01. Notices
    
    
    43SECTION 11.02. Security Interest Absolute
    
    
    43SECTION 11.03. Survival of Agreement
    
    
    43SECTION 11.04. Binding Effect; Several Agreement
    
    
    43SECTION 11.05. Successors and Assigns
    
    
    44SECTION 11.06. Collateral Agents Fees and Expenses; Indemnification
    
    
    44SECTION 11.07. Collateral Agent Appointed Attorney-in-Fact
    
    
    45SECTION 11.08. Applicable Law
    
    
    46SECTION 11.09. Waivers; Amendment
    
    
    46SECTION 11.10. WAIVER OF JURY TRIAL
    
    
    46SECTION 11.11. Severability
    
    
    47SECTION 11.12. Counterparts
    
    
    47SECTION 11.13. Headings
    
    
    47SECTION 11.14. Jurisdiction; Consent to Service of Process
    
    
    47SECTION 11.15. Termination or Release
    
    
    48SECTION 11.16. Additional Subsidiaries
    
    
    48SECTION 11.17. Right of Setoff
    
    
    49
 SchedulesSchedule I
    GuarantorsSchedule II
    Equity Interests; Pledged Debt SecuritiesSchedule III
    Intellectual PropertyExhibitsExhibit A
    Form of SupplementExhibit B
    Form of Perfection Certificate
  -iii-




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Agreement Borrower Holdings Collateral
Agent Revolving Loan Administrative Agent Term Loan Administrative
Agent Administrative Agents
 PRELIMINARY STATEMENT
 Revolving Loan Credit
Agreement Revolving Lenders Term Loan Credit Agreement Credit Agreements Term Lenders Lenders




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Definitions
 Credit Agreements.
  Other Defined Terms
 Account Debtor
 Accounts Receivable
 Act
 Administrative Agents
 Agreement
 Article 9 Collateral
 Bankruptcy Proceeding
 Borrower
 -2-




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Cash Equivalent Investments
 Claiming Guarantor
 Collateral
 Collateral Agent
 Contributing Guarantor
 Copyright License
 Copyrights
 -3-




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Credit Agreements
 Equity Interests
 Event of Default
 Federal Securities Laws
 General Intangibles
 Grantors
 Guarantors
 Holdings
 Intellectual Property
 Issuing Bank
 -4-




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Lenders
 License
 Loan Documents
 Loans
 Loan Document Obligations
 Majority Secured Parties provided
 New York UCC
 Notice of Default
 Obligations
 Patent License
 Patents
 -5-




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Perfection Certificate
 Pledged Collateral
 Pledged Debt Securities
 Pledged Equity Interests
 Pledged Securities
 Preferential Payment provided
 Revolving Lenders
 Revolving Loan Administrative Agent
 Revolving Loan Credit Agreement
 Revolving Loan Default
 Revolving Loan Documents
 Revolving Loan Event of Default
 -6-




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Revolving Loan Exposure
 Revolving Loan Obligations
 -7-




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Revolving Loans
 Revolving Loan Secured Parties
 Secured Parties
 Security Documents
 Security Interest
 Special Trust Account
 Term Lenders
 Term Loan Administrative Agent
 Term Loan Credit Agreement
 Term Loan Documents
 Term Loan Event of Default
 Term Loan Exposure
 -8-




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Term Loan Obligations
 Term Loans
 Term Loan Secured Parties
 Trademark License
 Trademarks
 -9-




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Unfunded Advances/Participations
 Extensions
  Guarantee
 Guarantee.
 Guarantee of Payment.
 -10-




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No Limitations, Etc.
  -11-




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Reinstatement.
 Agreement To Pay; Subrogation.
 Information.
   Pledge. Pledged Equity Interests provided
 -12-




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Pledged Debt Securities Pledged
Collateral
 subject however
 Delivery of the Pledged Collateral.
  provided
 Representations, Warranties and Covenants.
  -13-




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-14-




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Certification of Limited Liability Company Interests and Limited Partnership
Interests.
 Registration in Nominee Name; Denominations.
 Voting Rights; Dividends and Interest, Etc.
 provided however
 -15-




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provided however provided
  -16-




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provided
   Security Interests in Personal Property
 Security Interest. Security Interest Article 9 Collateral
 -17-




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provided however
  -18-




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Representations and Warranties.
  -19-




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-20-




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Covenants.
 -21-




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-22-




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provided
  provided however
 -23-




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-24-




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Other Actions.
 Instruments.
 Deposit Accounts.
 -25-




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Investment Property.
 -26-




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Electronic Chattel Paper and Transferable Records. transferable record
 Letter-of-Credit Rights.
 Commercial Tort Claims.
 -27-




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Covenants Regarding Patent, Trademark and Copyright Collateral.
     -28-




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Remedies
 Remedies Upon Default.
 -29-




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-30-




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Application of Proceeds.
   -31-




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Grant of License to Use Intellectual Property. provided however
 Securities Act, Etc. Federal Securities Laws
 -32-




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Provisions Relating to Cash Collateralization of L/C Exposure Under Revolving
Loan Credit Agreement
  Acts of Secured Parties and Agents; Notices of Default and Acceleration
 Acts of Secured Parties and Agents .
 -33-




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Act
 Determination of Existence of Events of Default and Acceleration; Notices to
Agents provided
 Notice of
Default
 -34-




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Certain Intercreditor Provisions
 Actions Under This Agreement .
 provided
 Restrictions on Actions .
   -35-




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provided, however, provided
 Cooperation; Accountings .
 Other Collateral .
 Preferential Payments and Special Trust Account .
  -36-




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Restoration of Obligations .
 Bankruptcy Preferences .
 Bankruptcy Proceedings .
 provided
 -37-




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Concerning the Collateral Agent
 Appointment of Collateral Agent .
 Limitations on Responsibility of Collateral Agent .
 -38-




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Reliance by Collateral Agent; Indemnity Against Liabilities, etc
  Resignation of the Collateral Agent .
 -39-




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Determination of Amounts of Obligations provided however
 Authorized Investments .
 -40-




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Certain Powers Relating to Collateral
  Representations and Warranties
  -41-




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Indemnity, Subrogation and Subordination
 Indemnity and Subrogation.
 Contribution and Subrogation. Contributing Guarantor Claiming Guarantor
 Subordination.
  -42-




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Miscellaneous
 Notices.
 Security Interest Absolute.
 Survival of Agreement.
 Binding Effect; Several Agreement.
 -43-




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Successors and Assigns.
 Collateral Agents Fees and Expenses; Indemnification.
 provided however
 -44-




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Collateral Agent Appointed Attorney-in-Fact. provided however
 -45-




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Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 Waivers; Amendment.
 provided however
 WAIVER OF JURY TRIAL.
 -46-




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Severability.
 Counterparts.
 Headings.
 Jurisdiction; Consent to Service of Process.
 -47-




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Termination or Release.
    Additional Subsidiaries.
 -48-




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Right of Setoff.
  -49-




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NETWORK COMMUNICATIONS, INC.by/s/ Gerard ParkerName: Gerard Parker
Title: Chief Financial Officer
 GALLARUS MEDIA HOLDINGS, INC.by/s/ Gerard ParkerName: Gerard Parker
Title: Chief Financial Officer




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TORONTO DOMINION (TEXAS) LLC, as
Collateral Agentby/s/ Ian MurrayName: Ian Murray
Title: Authorized Signatory
 TORONTO DOMINION (TEXAS) LLC, as
Revolving Loan Administrative Agentby/s/ Ian MurrayName: Ian Murray
Title: Authorized Signatory
 TORONTO DOMINION (TEXAS) LLC, as
Term Loan Administrative Agentby/s/ Ian MurrayName: Ian Murray
Title: Authorized Signatory