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Trademark Security Agreement

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Sectors: Media
Effective Date: November 30, 2005
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EXECUTION COPY


TRADEMARK SECURITY AGREEMENT (this
"AGREEMENT") dated as of November 30,
2005, between NETWORK COMMUNICATIONS,
INC., a Georgia corporation (the
"GRANTOR") and CREDIT SUISSE, as the
Collateral Agent (as defined below).


PRELIMINARY STATEMENT


Reference is made to (a) the Revolving Loan Credit Agreement dated as of November 30, 2005 (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 Credit Suisse, as administrative agent, (b) the Term Loan Credit Agreement dated as of November 30, 2005 (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 Credit Suisse, as administrative agent, and (c) the Guarantee, Collateral and Intercreditor Agreement dated as of November 30, 2005 (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 Credit Suisse, 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


2


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;


(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 o
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