Exhibit 10









 




Exhibit 10.1




 




 




AMENDMENT

NO. 2 TO




SUBORDINATED

BRIDGE NOTE PURCHASE AGREEMENT




 




 




                                THIS

AMENDMENT NO. 2 TO SUBORDINATED BRIDGE NOTE PURCHASE AGREEMENT (this “Second

Amendment”) is dated as of March 19, 2002, by and between CTN Media

Group, Inc., a Delaware corporation (the “Company”), and U–C

Holdings, L.L.C., a Delaware limited liability company (the “Purchaser”).

The Company and the Purchaser are sometimes referred to herein as the “Parties.”




 




WHEREAS, the

Parties are party to the Subordinated Bridge Note Purchase Agreement (as

amended, herein referred to as the “Note Purchase Agreement”), dated as

of November 26, 2001.




 




WHEREAS, the

Parties amended the Note Purchase Agreement on March 4, 2002 to change the

Commitment Termination Date.




 




WHEREAS, the Parties

desire to further amend the Note Purchase Agreement to change the Commitment

Termination Date and increase the aggregate principal amount of Additional

Notes purchasable by the Purchaser, subject to the terms and conditions of the

Note Purchase Agreement.




 




NOW THEREFORE, in

consideration of the premises and covenants hereinafter contained, the Parties,

intending to be legally bound, hereby agree as follows:




 




1.             Defined Terms.  Terms defined (directly or indirectly by

reference) in the Note Purchase Agreement and used without other definition

herein shall have the respective meanings assigned to such terms in the Note

Purchase Agreement. The rules of interpretation set forth in the Note Purchase

Agreement shall likewise govern this Second Amendment.




 




2.             Definition of 

“Notes”.  The definition

of  “Notes” set forth in the Note

Purchase Agreement shall mean all subordinated bridge notes issued under the

Note Purchase Agreement, including, without limitation, in the form attached to

the Note Purchase Agreement as Exhibit A or Exhibit D.




 




3.             Amendment to

Section 2.04.




 




(a)           Clause (a) of Section 2.04 of the

Note Purchase Agreement shall be amended to delete the text of clause (a)

in its entirety and to replace such text with “March 29, 2002 (the “Commitment

Termination Date”).”




 




1





























 




(b)           Clause (b) of Section 2.04 of the

Note Purchase Agreement shall be amended to delete and replace all references

therein to “1,500,000” with “2,000,000”.




 




4.             Amendment to Section 5.02(a).  Section 5.02(a) of the Note Purchase

Agreement shall be amended to delete and replace the reference therein to “12%”

with “the interest rate specified in any such Note”.




 




5.             Representations.




 




(a)           The Purchaser hereby represents and

warrants that, as of the date hereof, the representations and warranties set

forth in Article III of the Note Purchase Agreement (except that the term

“Agreement” where used therein shall be read as “Second Amendment”) are true

and correct.




 




(b)           The Company hereby

represents and warrants that, as of the date hereof, the representations and

warranties set forth in Sections 4.02, 4.03 and 4.05 of the Note Purchase

Agreement (except that the term “Agreement” where used therein shall be read as

“Second Amendment”) are true and correct.




 




6.             Effect of Second Amendment.

Except as provided herein, the Note Purchase Agreement shall continue in full

force and effect in accordance with its terms. 

Reference to this specific Second Amendment need not be made in the Note

Purchase Agreement, or any other instrument or document executed in connection

therewith, or in any certificate, letter or communication issued or made

pursuant to or with respect to the Note Purchase Agreement, any reference in

any of such items to the Note Purchase Agreement being sufficient to refer to

the Note Purchase Agreement as amended hereby.




 




7.             Incorporation by Reference.

Sections 10.01, 10.02, 10.06, 10.07, 10.09, 10.11 and 10.13 of the Note

Purchase Agreement shall be incorporated herein by reference except that the

term “Agreement” where used in such sections shall be read as “Second

Amendment.”




 




*     *     *    

*




 




2





























 




IN

WITNESS WHEREOF, the Parties hereto have executed this Second Amendment on the

day and year first above written.




 




 




	

   


  	

   


  	

   


  	

  U-C HOLDINGS, L.L.C.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By: WILLIS STEIN &

  PARTNERS, L.P.


  
	

   


  	

   


  	

   


  	

  Its: Managing Member


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By: Willis Stein &

  Partners, L.L.C.


  
	

   


  	

   


  	

   


  	

  Its: General Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

  /s/

  Avy H. Stein


  
	

   


  	

   


  	

   


  	

  Name:


  	

  Avy H. Stein


  
	

   


  	

   


  	

   


  	

  Its:


  	

  Managing Partner


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  CTN MEDIA GROUP, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

  /s/

  Neil H. Dickson


  
	

   


  	

   


  	

   


  	

  Name:


  	

  Neil H. Dickson


  
	

   


  	

   


  	

   


  	

  Its:


  	

  Chief Operating Officer


  
							





 




 





























 




(SIGNATURE PAGE TO AMENDMENT NO. 2

TO




SUBORDINATED BRIDGE NOTE PURCHASE

AGREEMENT)




 




 




Consented to on this 19th day




of March, 2002 by:




 




LASALLE

BANK NATIONAL ASSOCIATION,




a national banking association




 




	

  By:


  	

  /s/ Charles Corbisicro


  
	

  Name:


  	

  Charles Corbisicro


  
	

  Its:


  	

  Vice President