##### 



Exhibit
10.2




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##### 



Table of Contents
 PageARTICLE IDefinitionsSECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Terms Generally
    
    
    23SECTION 1.03. Pro Forma Calculations
    
    
    23SECTION 1.04. Classification of Loans and Borrowings
    
    
    23ARTICLE IIThe CreditsSECTION 2.01. Commitments
    
    
    24SECTION 2.02. Loans
    
    
    24SECTION 2.03. Borrowing Procedure
    
    
    26SECTION 2.04. Evidence of Debt; Repayment of Loans
    
    
    26SECTION 2.05. Fees
    
    
    27SECTION 2.06. Interest on Loans
    
    
    28SECTION 2.07. Default Interest
    
    
    28SECTION 2.08. Alternate Rate of Interest
    
    
    28SECTION 2.09. Termination and Reduction of Commitments
    
    
    29SECTION 2.10. Conversion and Continuation of Borrowings
    
    
    29SECTION 2.11. Optional Prepayment
    
    
    30SECTION 2.12. Mandatory Prepayments
    
    
    31SECTION 2.13. Reserve Requirements; Change in Circumstances
    
    
    31SECTION 2.14. Change in Legality
    
    
    32SECTION 2.15. Indemnity
    
    
    33SECTION 2.16. Pro Rata Treatment
    
    
    33SECTION 2.17. Sharing of Setoffs
    
    
    34SECTION 2.18. Payments
    
    
    34SECTION 2.19. Taxes
    
    
    35SECTION 2.20. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
    
    
    36SECTION 2.21. Swingline Loans
    
    
    37SECTION 2.22. Letters of Credit
    
    
    39ARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
    
    
    43SECTION 3.02. Authorization
    
    
    43SECTION 3.03. Enforceability
    
    
    43SECTION 3.04. Governmental Approvals
    
    
    44SECTION 3.05. Financial Statements
    
    
    44SECTION 3.06. No Material Adverse Change
    
    
    44
 i




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##### 



Table of Contents
 PageSECTION 3.07. Title to Properties; Possession Under Leases
    
    
    45SECTION 3.08. Subsidiaries
    
    
    45SECTION 3.09. Litigation; Compliance with Laws
    
    
    45SECTION 3.10. Agreements
    
    
    45SECTION 3.11. Federal Reserve Regulations
    
    
    46SECTION 3.12. Investment Company Act
    
    
    46SECTION 3.13. Use of Proceeds
    
    
    46SECTION 3.14. Tax Returns
    
    
    46SECTION 3.15. No Material Misstatements
    
    
    46SECTION 3.16. Employee Benefit Plans
    
    
    46SECTION 3.17. Environmental Matters
    
    
    47SECTION 3.18. Insurance
    
    
    47SECTION 3.19. Security Documents
    
    
    47SECTION 3.20. Location of Real Property and Leased Premises
    
    
    48SECTION 3.21. Labor Matters
    
    
    49SECTION 3.22. Solvency
    
    
    49ARTICLE IVConditions of LendingSECTION 4.01. All Credit Events
    
    
    49SECTION 4.02. Effectiveness and First Credit Event
    
    
    50ARTICLE VAffirmative CovenantsSECTION 5.01. Existence; Compliance with Laws; Businesses and Properties
    
    
    52SECTION 5.02. Insurance
    
    
    53SECTION 5.03. Obligations and Taxes
    
    
    54SECTION 5.04. Financial Statements, Reports, etc.
    
    
    54SECTION 5.05. Litigation and Other Notices
    
    
    56SECTION 5.06. Information Regarding Collateral
    
    
    56SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings
    
    
    57SECTION 5.08. Use of Proceeds
    
    
    57SECTION 5.09. Employee Benefits
    
    
    57SECTION 5.10. Compliance with Environmental Laws
    
    
    57SECTION 5.11. Preparation of Environmental Reports
    
    
    57SECTION 5.12. Further Assurances
    
    
    58SECTION 5.13. Maintenance of Corporate Separateness
    
    
    59SECTION 5.14. Designation of Subsidiaries
    
    
    59
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##### 



Table of Contents
 PageARTICLE VINegative CovenantsSECTION 6.01. Indebtedness
    
    
    60SECTION 6.02. Liens
    
    
    61SECTION 6.03. Sale and Lease-Back Transactions
    
    
    63SECTION 6.04. Investments, Loans and Advances
    
    
    63SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions
    
    
    65SECTION 6.06. Restricted Payments; Restrictive Agreements
    
    
    66SECTION 6.07. Transactions with Affiliates
    
    
    67SECTION 6.08. Business of Holdings, Borrower and Subsidiaries
    
    
    68SECTION 6.09. Other Indebtedness and Agreements
    
    
    68SECTION 6.10. Capital Expenditures
    
    
    69SECTION 6.11. Interest Coverage Ratio
    
    
    69SECTION 6.12. Maximum Senior Secured Leverage Ratio
    
    
    70SECTION 6.13. Fiscal Year
    
    
    70SECTION 6.14. Certain Equity Securities
    
    
    70SECTION 6.15. Unrestricted Subsidiaries
    
    
    70ARTICLE VII
Events of DefaultARTICLE VIII
The Administrative AgentARTICLE IX
MiscellaneousSECTION 9.01. Notices
    
    
    76SECTION 9.02. Survival of Agreement
    
    
    77SECTION 9.03. Binding Effect
    
    
    77SECTION 9.04. Successors and Assigns
    
    
    77SECTION 9.05. Expenses; Indemnity
    
    
    81SECTION 9.06. Right of Setoff
    
    
    83SECTION 9.07. Applicable Law
    
    
    83SECTION 9.08. Waivers; Amendment
    
    
    83SECTION 9.09. Interest Rate Limitation
    
    
    84SECTION 9.10. Entire Agreement
    
    
    85SECTION 9.11. WAIVER OF JURY TRIAL
    
    
    85SECTION 9.12. Severability
    
    
    85SECTION 9.13. Counterparts
    
    
    85SECTION 9.14. Headings
    
    
    85SECTION 9.15. Jurisdiction; Consent to Service of Process
    
    
    85SECTION 9.16. Confidentiality
    
    
    86
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Table of Contents
 PageSECTION 9.17. USA PATRIOT Act Notice
    
    
    87
 SCHEDULES
 Schedule 1.01(a)
    
    
    
    Subsidiary GuarantorsSchedule 1.01(b)
    
    
    
    Unrestricted SubsidiariesSchedule 2.01
    
    
    
    Lenders and CommitmentsSchedule 3.08
    
    
    
    SubsidiariesSchedule 3.09
    
    
    
    LitigationSchedule 3.17
    
    
    
    Environmental MattersSchedule 3.18
    
    
    
    InsuranceSchedule 3.19(a)
    
    
    
    UCC Filing OfficesSchedule 3.20(b)
    
    
    
    Leased Real PropertySchedule 4.02(a)
    
    
    
    Local CounselSchedule 6.01
    
    
    
    Existing IndebtednessSchedule 6.02
    
    
    
    Existing LiensSchedule 6.07
    
    
    
    Existing Transactions with Affiliates
 EXHIBITS
 Exhibit A
    
    
    
    Form of Administrative QuestionnaireExhibit B
    
    
    
    Form of Assignment and AcceptanceExhibit C
    
    
    
    Form of Borrowing RequestExhibit D
    
    
    
    Form of Guarantee, Collateral and Intercreditor AgreementExhibit E
    
    
    
    Form of Revolving Promissory NoteExhibit F
    
    
    
    Form of Earn-Out Subordination AgreementExhibit G
    
    
    
    Form of Permitted Holdings Subordinated Debt Subordination Agreement
 iv




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##### 



Agreement Borrower Holdings Administrative
Agent Collateral Agent
    Definitions
 Defined Terms
 ABR
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Agent Fees




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##### 



Administrative Questionnaire
 Affiliate provided, however provided further,
 Aggregate Credit Exposure
 Agreement
 Alternate Base Rate 1 2
 Annual Reporting Period
 Applicable Percentage
 2




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##### 



Eurodollar
    
    ABRSenior Secured Leverage Ratio
    
    Spread
    
    SpreadCategory 1Greater than or equal to 1.75 to 1.00
    
    
    2.50
    %
    
    
    1.50
    %Category 2Greater than or equal to 1.25 to 1.00, but less
than 1.75 to 1.00
    
    
    2.25
    %
    
    
    1.25
    %Category 3Greater than or equal to 0.75 to 1.00, but less
than 1.25 to 1.00
    
    
    2.00
    %
    
    
    1.00
    %Category 4Less than 0.75 to 1.00
    
    
    1.75
    %
    
    
    0.75
    %
  Asset Sale
 Assignment and Acceptance
 3




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##### 



Board
 Borrower
 Borrowing
 Borrowing Request
 Business Day provided however Business Day
 Capital Expenditures
 Capital Lease Obligations
 Change in Control
 4




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##### 



Change in Law
 Class
 Closing Date
 Code
 Collateral
 Collateral Agent
 Commitment
 Commitment Fee
 Consolidated EBITDA plus
 5




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##### 



minus
 Consolidated Interest Expense plus
 Consolidated Leverage Ratio
 Consolidated Net Income provided
 Control Controlling Controlled
 Credit Event
 6




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##### 



Credit Exposure plus plus
 Credit Facilities
 Cure Amount
 Cure Right
 Default
 Defaulting Lender
 Disqualified Stock
 dollars $
 Domestic Subsidiaries
 Earn-Out Consideration
 Earn-Out Subordination Agreement
 7




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##### 



Eligible Assignee
 Environmental Laws
 Environmental Liability
 Equity Interest s
 ERISA
 ERISA Affiliate
 ERISA Event
 8




---



##### 



Eurodollar
 Event of Default
 Excluded Taxes
 Existing Credit Agreement
 Existing PIK Notes
 9




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##### 



Federal Funds Effective Rate
 Fee Letter
 Fees
 Financial Officer
 Financial Performance Covenants
 Foreign Benefit Event
 Foreign Lender
 Foreign Pension Plan
 Foreign Subsidiary
 GAAP
 Governmental Authority
 10




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Granting Lender
 Guarantee primary obligor provided however
 Guarantee, Collateral and Intercreditor Agreement
 Guarantors
 Hazardous Materials
 Hedging Agreement
 Holdings
 ID Buy-out
 Independent Distributor
 11




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##### 



Independent Distributor Agreement
 Indebtedness provided
 Indebtedness for Money Borrowed
 12




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##### 



Indemnified Taxes
 Interest Coverage Ratio
 Interest Payment Date
 Interest Period provided however
 Issuing Bank
 Issuing Bank Fees
 13




---



##### 



L/C Commitment
 L/C Disbursement
 L/C Exposure
 L/C Participation Fee
 Lenders
 Letter of Credit
 LIBO Rate provided
 Lien
 Loan Documents
 14




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##### 



Loan Parties
 Loans
 Margin Stock
 Material Adverse Effect
 Material Indebtedness
 Maturity Date
 Monthly Reporting Period
 Moodys
 Mortgaged Properties
 Mortgages
 Multiemployer Plan
 Notice of Change of Reporting Period
 15




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##### 



Obligations
 Other Taxes
 PBGC
 Perfection Certificate
 Permitted Acquisition
 Permitted Cure Securities
 Permitted Holdings Subordinated Debt
 Permitted Investments
    16




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##### 



Permitted Investors
 person
 Plan
 Prime Rate
 Pro Rata Percentage
 Qualified Capital Stock
 Qualified Public Offering
 17




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##### 



Quarterly Reporting Period
 Register
 Regulation T
 Regulation U
 Regulation X
 Related Fund
 Related Parties
 Release
 Required Lenders provided
 Responsible Officer
 Restricted Indebtedness
 18




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##### 



Restricted Payment
 Revolving Credit Borrowing
 Revolving Credit Commitment
 Revolving Credit Lender
 Revolving Loan Obligations
 Revolving Loans
 Revolving Loan Secured Parties
 Secured Parties
 Security Documents
 Senior Note Documents
 Senior Notes 3 4
 Senior Secured Debt
 19




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##### 



Senior Secured Leverage Ratio
 SPC
 Sponsor
 S&P
 Statutory Reserves
 subsidiary parent
 Subsidiary provided however
 Subsidiary Guarantor
 20




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##### 



Swingline Commitment
 Swingline Exposure
 Swingline Lender
 Swingline Loan
 Synthetic Lease
 Synthetic Lease Obligations
 Synthetic Purchase Agreement provided
 Taxes
 Term Loan Credit Agreement
 Term Loan Documents
 21




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##### 



Term Loan Obligations
 Term Loans
 Term Loan Secured Parties
 Total Commitment
 Transactions
 Type Rate
 Ultimate Parent
 Unrestricted Subsidiary
 USA PATRIOT Act
 wholly owned Subsidiary
 Withdrawal Liability
 22




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##### 



Terms Generally provided however
 Pro Forma Calculations . provided
 Classification of Loans and Borrowings . e.g. e.g. e.g
 23




---



##### 



e.g e.g., e.g.
  The Credits
 Commitments
 Loans provided, however
 provided provided,
however
  24




---



##### 



25




---



##### 



Borrowing Procedure provided however
 Evidence of Debt; Repayment of Loans
  26




---



##### 



prima facie provided however
  Fees Commitment Fee
 Administrative Agent Fees
 L/C Participation Fee
 27




---



##### 



Issuing Bank Fees
  Interest on Loans
   Default Interest
 Alternate Rate of Interest
 28




---



##### 



Termination and Reduction of Commitments
 provided however
  Conversion and Continuation of Borrowings
   29




---



##### 



Optional Prepayment
 30




---



##### 



provided, however
  Mandatory Prepayments
  Reserve Requirements; Change in Circumstances
 31




---



##### 



provided provided
further
 Change in Legality
  32




---



##### 



Indemnity Breakage Event
 Pro Rata Treatment
 33




---



##### 



Sharing of Setoffs provided however
 Payments
 34




---



##### 



th
   Taxes provided
   35




---



##### 



provided, however,
 Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
 36




---



##### 



provided provided further
  Swingline Loans Swingline Commitment
 37




---



##### 



Swingline Loans
 Prepayment
 Interest
 Participations
 38




---



##### 



mutatis mutandis
 Letters of Credit General .
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . nd
 Expiration Date . provided however
 39




---



##### 



Participations .
 Reimbursement .
 Obligations Absolute .
    40




---



##### 



Disbursement Procedures . provided
 41




---



##### 



Interim Interest
 Resignation or Removal of the Issuing Bank
 Cash Collateralization .
 42




---



##### 



Additional Issuing Banks .
  Representations and Warranties
  Organization; Powers
 Authorization
 Enforceability
 43




---



##### 



Governmental Approvals
 Financial Statements
  No Material Adverse Change
 44




---



##### 



Title to Properties; Possession Under Leases
  Subsidiaries
 Litigation; Compliance with Laws
   Agreements
  45




---



##### 



Federal Reserve Regulations
  Investment Company Act
 Use of Proceeds
 Tax Returns
 No Material Misstatements provided
 Employee Benefit Plans
 46




---



##### 



Environmental Matters
  Insurance
 Security Documents
 47




---



##### 



Location of Real Property and Leased Premises
  48




---



##### 



Labor Matters
 Solvency
  Conditions of Lending
  All Credit Events Credit Event
  49




---



##### 



Effectiveness and First Credit Event
    50




---



##### 



51




---



##### 



Affirmative Covenants
  Existence; Compliance with Laws; Businesses and Properties
 52




---



##### 



Insurance
  53




---



##### 



Obligations and Taxes provided however
 Financial Statements, Reports, etc
   54




---



##### 



55




---



##### 



Litigation and Other Notices
      Information Regarding Collateral
  56




---



##### 



Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings provided
  Use of Proceeds
 Employee Benefits
 Compliance with Environmental Laws provided however
 Preparation of Environmental Reports
 57




---



##### 



Further Assurances Mortgaged Properties
  58




---



##### 



Maintenance of Corporate Separateness
 Designation of Subsidiaries provided
  Negative Covenants
  59




---



##### 



Indebtedness
    provided
   provided
  60




---



##### 



provided
     Liens
 provided
  61




---



##### 



provided
 provided
         provided
  62




---



##### 



provided
 provided
  Sale and Lease-Back Transactions
 Investments, Loans and Advances
 provided
  63




---



##### 



provided
    Acquired Entity provided provided
 64




---



##### 



Permitted Acquisition
    Mergers, Consolidations, Sales of Assets and Acquisitions
  65




---



##### 



Restricted Payments; Restrictive Agreements provided however provided provided however provided
 66




---



##### 



provided
 provided provided
 Transactions with Affiliates
 67




---



##### 



Business of Holdings, Borrower and Subsidiaries
  Other Indebtedness and Agreements
   68




---



##### 



provided
 Capital Expenditures
  Interest Coverage Ratio
 Date or Period
    
    RatioClosing Date through the last day of the Quarterly Reporting
Period ending on or about March 30, 2008
    
    
    1.75 to 1.00The first day of the Quarterly Reporting Period ending on or
about June 23, 2008 through the last day of the Quarterly
Reporting Period ending on or about March 29, 2009
    
    
    2.00 to 1.00The 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 1.00Thereafter
    
    
    2.50 to 1.00
 69




---



##### 



Maximum Senior Secured Leverage Ratio .
 Fiscal Year
 Certain Equity Securities.
 Unrestricted Subsidiaries
 provided provided
 70




---



##### 



Events of Default
 Events of Default
       71




---



##### 



provided
     72




---



##### 



73




---



##### 



Cure Right Cure Amount pro forma
      The Administrative Agent
   74




---



##### 



75




---



##### 



Miscellaneous
 Notices
 rd
 76




---



##### 



th
   Survival of Agreement
 Binding Effect
 Successors and Assigns
 77




---



##### 



provided provided however provided
  78




---



##### 



Register
  provided however
 79




---



##### 



provided
 provided
 Granting
Lender SPC provided
 80




---



##### 



provided however
 Expenses; Indemnity
 81




---



##### 



Indemnitee provided
 provided
  82




---



##### 



Right of Setoff
 Applicable Law
 Waivers; Amendment
 83




---



##### 



provided however provided
further
 Interest Rate Limitation Charges Maximum Rate
 84




---



##### 



Entire Agreement
 WAIVER OF JURY TRIAL
 Severability
 Counterparts
 Headings
 Jurisdiction; Consent to Service of Process
 85




---



##### 



Confidentiality Information
 86




---



##### 



USA PATRIOT Act Notice
  87




---



##### 



NETWORK COMMUNICATIONS, INC.,By/s/ Gerard ParkerName: Gerard ParkerTitle: Chief Financial Officer
 GALLARUS MEDIA HOLDINGS, INC.,By/s/ Gerard ParkerName: Gerard ParkerTitle: Chief Financial Officer




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##### 



TORONTO DOMINION (TEXAS) LLC, as Administrative
Agent, Collateral Agent, Lender and Swingline
LenderBy:/s/ Ian Murray

Name: Ian MurrayTitle: Its Duly Authorized Signatory




---



##### 



THE TORONTO DOMINION BANK, NEW YORK BRANCH, as
Issuing BankBy:/s/ Rick Oldenberg

Name: Rick OldenbergTitle: Its Duly Authorized Signatory




---



##### 



NATIONAL CITY BANK, as a LenderBy:
    /s/ Michael GrimesName:
    Michael GrimesTitle:
    Senior Vice President




---



##### 



WELLS FARGO FOOTHILL, INC.,as a LenderBy:
    /s/ Amelie YehrosName:
    Amelie YehrosTitle:
    Senior Vice President