EX-10.26: AMENDMENT TO THE REVOLVING CREDIT AGREEMENT AGREEMENT

Contract Categories: Business Finance - Credit Agreements
EX-10.26 2 y64155qexv10w26.htm EX-10.26: AMENDMENT TO THE REVOLVING CREDIT AGREEMENT AGREEMENT 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.
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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)