AMENDMENT NO









EXHIBIT

10.49




 




 




AMENDMENT

NO. 1 TO THE




TERMINATION

AND PURCHASE AGREEMENT




 




                                THIS

AMENDMENT NO. 1 TO THE TERMINATION AND PURCHASE AGREEMENT (this “Amendment”)

is made and entered into as of November 30, 2001 by and between U–C

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

CTN Media Group, Inc., a Delaware corporation (the “Company”), and Jason

Elkin (“Executive”).  The

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




 




                                WHEREAS, the Parties are party to the

Termination and Purchase Agreement (the “Termination Agreement”), dated

as of October 31, 2001.




 




                                WHEREAS, the Parties desire to amend

the Termination Agreement, and are willing to do so on the terms and conditions

set forth in this Amendment.




 




NOW, THEREFORE,

for good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, the parties hereto agree as follows:




 




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

reference) in the Termination Agreement and used without other definition

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

Termination Agreement. The rules of interpretation set forth in the Termination

Agreement shall likewise govern this Amendment.




 




2.             Amendment to Section

2(a) of the Termination Agreement. 

The last sentence of Section 2(a) of the Termination Agreement is

hereby deleted and replaced in its entirety with the following sentence: “The

Company and Purchaser agree that the Repurchase Option (as defined in the

Employment Agreement) shall be terminated with respect to, and shall not apply

to, the 200 Management Units and 65 Class R Units retained by Executive.”




 




3.             Amendment to

Section 2(b) of the Termination Agreement. 

The definition of “Eligible Executive Securities” in Section 2(b)

of the Termination Agreement is hereby amended to delete the reference to “65

Class R Units” therein by replacing “(i) 1,543,189 Investor Units,

(ii) 1,433,693 Class B Units, (iii) 65 Class R Units, and

(iv) 815 Management Units” with “(i) 1,543,189 Investor Units, (ii)

1,433,693 Class B Units, and (iii) 815 Management Units”.




 




4.             Representations.  Each of the Parties hereby represents and

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

forth in Section 4 and Section 5 (as applicable) of the Termination

Agreement are true and correct.




 




5.             Effect of

Amendment. Except as provided herein, the Termination Agreement shall

continue in full force and effect in accordance with its terms.  Reference to this specific Amendment need

not be made in the Termination 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 Termination Agreement, any reference in any

of such items to the Termination Agreement being sufficient to refer to the

Termination Agreement as amended hereby.




 




6.             Survival of

Representations and Warranties.  All

representations and warranties contained herein shall survive the execution and

delivery of this Amendment.




 




7.             Governing Law.  All questions concerning the construction,

validity and interpretation of this Amendment will be governed by and construed

in accordance with the internal laws of the State of Delaware, without giving

effect to any choice of law or conflict of law provision or rule (whether of

the State of Delaware or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Delaware.




 




8.             Headings.  The headings used in this Amendment are for

the purpose of reference only and will not affect the meaning or interpretation

of any provision of this Amendment.




 




9.             Counterparts.  The Parties may execute this Amendment in

separate counterparts (no one of which need contain the signatures of all

Parties), each of which will be an original and all of which together will

constitute one and the same instrument.




 




10.           Successors and

Assigns.  This Amendment shall bind

and inure to the benefit of and be enforceable by each of the Parties and their

respective successors, heirs, executors and assigns.




 




11.           No Strict

Construction.  The language used in

this Amendment shall be deemed to be the language chosen by the Parties to

express their mutual intent, and no rule of strict construction shall be

applied against any Party.




 




12.           Press Release.  Any press release or public announcement

regarding this Amendment or the termination of Executive’s employment shall be

in a form mutually acceptable to the Parties, except as required by law.




 




13.           Severability.  Should any provision of this Amendment

adjudged to any extent invalid by any court or tribunal of competent

jurisdiction or arbitrator, each provision shall be deemed modified to the

minimum extent necessary to render it enforceable.




 




[SIGNATURE PAGES FOLLOW]




 




 




2





























IN WITNESS WHEREOF, the

Parties hereto have executed this Amendment on the day and year first above

written.




 




 




	

  /s/ Jason Elkin


  
	

  Jason Elkin


  
	

   


  	

   


  
	

  U-C HOLDING, L.L.C.


  
	

   


  	

   


  
	

  By: WILLIS STEIN &

  PARTNERS, L.P.


  
	

  Its: Managing Member


  
	

   


  	

   


  
	

  By: Willis Stein &

  Partners, L.L.C.


  
	

  Its: General Partner


  
	

   


  	

   


  
	

  By:


  	

  /s/ Daniel M. Gill


  
	

   


  	

  Daniel M. Gill


  
	

   


  	

  Managing Director


  
	

   


  	

   


  
	

  CTN MEDIA GROUP, INC.


  
	

   


  	

   


  
	

  By:


  	

  /s/ Neil Dickson


  
	

  Name:


  	

  Neil Dickson


  
	

  Its:


  	

  Chief Operating Officer


  
			





 




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