EX-10.5



 





Exhibit 10.5





     TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of
July 20, 2007, between NETWORK COMMUNICATIONS, INC., a Georgia
corporation (the “Grantor”) and TORONTO DOMINION (TEXAS) LLC as
the Collateral Agent (as defined below).



PRELIMINARY STATEMENT




          Reference is made to (a) the Revolving Loan Credit Agreement dated as of July 20, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Revolving Loan Credit
Agreement”), among the Grantor, Gallarus Media Holdings, Inc., a Delaware corporation (“Holdings”),
the lenders from time to time party thereto (the “Revolving Lenders”) and Toronto Dominion (Texas)
LLC, as administrative agent, (b) the Term Loan Credit Agreement dated as of July 20, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Credit
Agreement” and, together with the Revolving Loan Credit Agreement, the “Credit Agreements”), among
the Grantor, Holdings, the lenders from time to time party thereto (the “Term Lenders” and,
together with the Revolving Lenders, the “Lenders”) and Toronto Dominion (Texas) LLC, as
administrative agent, and (c) the Guarantee, Collateral and Intercreditor Agreement dated as of
July 20, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the
“Guarantee, Collateral and Intercreditor Agreement”), among the Grantor, Holdings, the subsidiaries
party thereto and Toronto Dominion (Texas) LLC, in its separate capacities as collateral agent (in
such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Guarantee,
Collateral and Intercreditor Agreement), and as administrative agent under each of the Credit
Agreements.




          The Revolving Lenders and the Issuing Bank have agreed to extend credit to the Grantor subject
to the terms and conditions set forth in the Revolving Loan Credit Agreement, and the Term Lenders
have agreed to make term loans to the Grantor subject to the terms and conditions set forth in the
Term Loan Credit Agreement. The obligations of the Lenders and the Issuing Bank to extend such
credit are conditioned upon, among other things, the execution and delivery of this Agreement.




          Accordingly, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Grantor hereby agrees as follows:




          SECTION 1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein
have the meanings given to them in the Revolving Loan Credit Agreement, the Term Loan Credit
Agreement or the Guarantee, Collateral and Intercreditor Agreement, as applicable.




          SECTION 2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. The Grantor hereby
grants to the Collateral Agent (and its successors and assigns), for the ratable benefit of the
Secured Parties, a continuing security interest




 









 





          in all of the Grantor’s right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the “Trademark Collateral”):





     (a) all of its Trademarks and Trademark Licenses to which it is a party,
including, without limitation, those referred to on Schedule I hereto;




     (b) all reissues, continuations or extensions of the foregoing; and




     (c) all products and proceeds of the foregoing, including, without
limitation, any claim by the Grantor against third parties for past, present or
future infringement or dilution of any Trademark or any Trademark licensed under
any Trademark License.



     Notwithstanding the foregoing, the Trademark Collateral shall not include any rights in any
Trademarks or Trademark Licenses or other interests of the Grantor that would be rendered invalid
or unenforceable under applicable law by the grant of a security interest, for so long as such
reason for invalidity or unenforceability under applicable law exists.



          SECTION 3. GUARANTEE AND COLLATERAL AGREEMENT. The security interests granted
pursuant to this Agreement are granted in conjunction with the security interests granted to the
Collateral Agent (and its successors and assigns), for the ratable benefit of the Secured Parties,
pursuant to the Guarantee, Collateral and Intercreditor Agreement. The Grantor hereby acknowledges
and affirms that the rights and remedies of the Collateral Agent with respect to the security
interest in the Trademark Collateral made and granted hereby are more fully set forth in the
Guarantee, Collateral and Intercreditor Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein, and in the event of any conflict
between the terms and/or conditions of this Agreement and the terms of the Guarantee, Collateral
and Intercreditor Agreement, the terms and/or conditions of the Guarantee, Collateral and
Intercreditor Agreement shall control.




          SECTION 4. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same instrument.




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          IN WITNESS WHEREOF, the Grantor has caused this Agreement to be executed and delivered by its
duly authorized officer as of the date first set forth above.




	 	 	 	 	 	 	 	 	 
	 	 	NETWORK COMMUNICATIONS, INC.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by	 	 	 	 
	 

	 	 	 	 	 	/s/ Gerard Parker	 	 
	 

	 	 	 	 	 	 

Name: Gerard Parker

Title: Chief Financial Officer
	 	 





ACCEPTED AND ACKNOWLEDGED BY:





TORONTO DOMINION (TEXAS) LLC

as Collateral Agent,



	 	 	 	 	 
	By
	 	 	 	 
	 

	 	/s/ Ian Murray	 	 
	 

	 	 

Name: Ian Murray

Title: Authorized Signatory