Exhibit

10.1




AMENDMENT

NO. 4 TO




SUBORDINATED

BRIDGE NOTE PURCHASE AGREEMENT




 




 




                                THIS

AMENDMENT NO. 4 TO SUBORDINATED BRIDGE NOTE PURCHASE AGREEMENT (this “Fourth

Amendment”) is dated as of May 15, 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,

March 19, 2002 and April 3, 2002 and 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 Fourth Amendment.




 




2.             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 “August 31, 2002 (the “Commitment

Termination Date”).”




 




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

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

therein to “3,500,000” with “5,000,000”.




 




3.             Amendment to Section 2.06(b).  The third sentence of Section 2.06(b) of the

Note Purchase Agreement shall be amended to delete and replace the reference

therein to “June 30, 2002” with “August 31, 2002”.




 




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4.             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 “Fourth 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

“Fourth Amendment”) are true and correct.




 




5.             Effect of Fourth

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 Fourth 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.




 




6.             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 “Fourth

Amendment.”




 




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IN WITNESS

WHEREOF, the Parties hereto have executed this Fourth 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/Patrick Doran


  
	

  Name:


  	

  Patrick Doran


  
	

  Its: 


  	

  Chief Financial Officer


  










 




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(SIGNATURE PAGE TO AMENDMENT NO. 4

TO




SUBORDINATED BRIDGE NOTE PURCHASE

AGREEMENT)




 




 




	

  Consented to on this 15th day


  	 

	

  of May, 2002 by:


  	 

	

   


  	

   


  
	

  LASALLE

  BANK NATIONAL ASSOCIATION,


  a national banking association


  	 

	

   


  	

   


  	 

	

  By:


  	

  /s/ James D Thompson


  	 

	

  Name:


  	

  James D Thompson


  	 

	

  Its:


  	

  Group Senior Vice

  President


  	 

				





 




 




 




 




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