SUBORDINATION AND INTERCREDITOR AGREEMENT









EXHIBIT 10.48




 




SUBORDINATION AND

INTERCREDITOR AGREEMENT




 




                THIS

SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”)

is entered into as of this 30th day of November, 2001, by and among

U-C HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”),

CTN MEDIA GROUP, INC., f/k/a College Television Network, Inc., a Delaware

corporation (the “Borrower”), and LASALLE BANK NATIONAL

ASSOCIATION, a national banking association, as “Lender” under the Senior

Credit Agreement described below.




 




R E C I T A L S




 




                A.             The Borrower and Senior Lender (as

hereinafter defined) have entered into a certain Amended and Restated Credit

Agreement dated as of August 14, 2001 (as the same may be amended, supplemented

or otherwise modified from time to time, the “Senior Credit Agreement”)

pursuant to which, among other things, Senior Lender has agreed, subject to the

terms and conditions set forth in the Senior Credit Agreement, to make certain

loans and financial accommodations to the Borrower. All of the Borrower’s obligations

to Senior Lender under the Senior Credit Agreement and the other Senior Debt

Documents (as hereinafter defined) are secured by liens on and security

interests in substantially all of the now existing and hereafter acquired real

and personal property of the Borrower (the “Collateral”).




 




                B.            The Borrower’s board of directors

has declared a dividend (the “Dividend”) in the aggregate principal

amount of $665,000 on its outstanding Series A Convertible Preferred Stock,

payment of which Dividend shall be satisfied by the issuance by Borrower of a

subordinated promissory note to Holdings in the aggregate principal amount of

$665,000 (the “Dividend Note”), which will then be transferred pursuant to

and in accordance with the terms and provisions of that certain Termination and

Purchase Agreement (the “Termination Agreement”), dated as of

October 31, 2001, by and between Holdings, Borrower and Jason Elkin (“Elkin”).




 




                C.            Concurrently herewith Borrower and

Senior Lender are entering into, among other things, a certain Consent and

Waiver (Dividend Note) of even date herewith (the “Consent”) whereby Senior

Lender consents (i) to the issuance by Borrower of the Dividend Note and (ii)

the assignment of the Dividend Note by Holdings to Elkin.




 




                D.           As an inducement to and as one

of the conditions precedent to the agreement of Senior Lender to consummate the

transactions contemplated by the Consent, Senior Lender has required the

execution and delivery of this Agreement by Holdings  and the Borrower in order to

set forth the relative rights and priorities of Senior Lender and Subordinated

Creditor (as hereinafter defined) under the Senior Debt Documents and the

Subordinated Debt Documents (as hereinafter defined).




 





























 




                NOW,

THEREFORE, in order to induce Senior Lender to consummate the

transactions contemplated by the Consent, in consideration of the premises set

forth above (which are incorporated herein by this reference thereto as though

fully set forth below), and for other good and valuable consideration, the receipt

and sufficiency of which hereby are acknowledged, the parties hereto hereby

agree as follows:




 




1.             Definitions. The following terms shall have the

following meanings in this Agreement:




 




                “Bankruptcy Code”  shall mean Chapter 11 of

Title 11 of the United States Code, as amended from time to time and any

successor statute and all rules and regulations promulgated thereunder.




 




                “Distribution” means, with respect to

any indebtedness, obligation or security, 

(a) any payment or distribution by any Person of cash, securities or

other property, by set-off or otherwise, on account of such indebtedness,

obligation or security, (b) any redemption, purchase or other acquisition of

such indebtedness, obligation or security by any Person or (c) the granting of

any lien or security interest to or for the benefit of the holders of such

indebtedness, obligation or security in or upon any property of any Person.




 




                “Dividend Note”  shall have the meaning set

forth in paragraph B of the Recitals.




 




                “Enforcement Action” shall mean (a) to

take from or for the account of the Borrower or any guarantor of the

Subordinated Debt, by set-off or in any other manner, the whole or any part of

any moneys which may now or hereafter be owing by the Borrower or any such

guarantor with respect to the Subordinated Debt, (b) to sue for payment of, or

to initiate or participate with others in any suit, action or proceeding

against the Borrower or any such guarantor to (i) enforce payment of or to

collect the whole or any part of the Subordinated Debt or (ii) commence

judicial enforcement of any of the rights and remedies under the Subordinated

Debt Documents or applicable law with respect to the Subordinated Debt, (c) to

accelerate the Subordinated Debt, (d) to exercise any put option or to cause the

Borrower or any such guarantor to honor any redemption or mandatory prepayment

obligation under any Subordinated Debt Document or (e) to take any action under

the provisions of any state or federal law, including, without limitation, the

Uniform Commercial Code, or under any contract or agreement, to enforce,

foreclose upon, take possession of or sell any property or assets of the

Borrower or any such guarantor.




 




                “Family Group” shall mean Elkin’s spouse

and descendants (whether or not adopted) and any trust solely for the benefit

of Elkin, Elkin’s spouse and/or Elkin’s descendants.




 




                “Permitted Assignee” shall mean Jason

Elkin or any assignee permissible under Section 2.6 hereunder.




 




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                “Person”  means any natural person,

corporation, general or limited partnership, limited liability company, firm,

trust, association, government, governmental agency or other entity, whether

acting in an individual, fiduciary or other capacity.




 




                “Proceeding” shall mean any voluntary or

involuntary insolvency, bankruptcy, receivership, custodianship, liquidation,

dissolution, reorganization, assignment for the benefit of creditors,

appointment of a custodian, receiver, trustee or other officer with similar

powers or any other proceeding for the liquidation, dissolution or other

winding up of a Person.




 




                “Refinancing Senior Debt Documents”  shall

mean any financing documentation which replaces the Senior Loan Documents and

pursuant to which the Senior Debt under the Senior Loan Documents are

refinanced, as such financing documentation may be amended, supplemented or

otherwise modified from time to time in compliance with this Agreement.




 




                                                                “Senior

Debt” shall mean all obligations, liabilities and indebtedness

of every nature of the Borrower from time to time owed to Senior Lender under

the Senior Debt Documents, including, without limitation, the principal amount

of all debts, claims and indebtedness, accrued and unpaid interest and all

fees, costs and expenses, whether primary, secondary, direct, contingent, fixed

or otherwise, heretofore, now and from time to time hereafter owing, due or

payable, whether before or after the filing of a Proceeding under the

Bankruptcy Code together with (a) any amendments, modifications, renewals or

extensions thereof to the extent not prohibited by the terms of this Agreement

and (b) any interest accruing thereon after the commencement of a Proceeding,

without regard to whether or not such interest is an allowed claim. Senior Debt

shall be considered to be outstanding whenever any loan commitment under the

Senior Debt Document is outstanding.




 




                “Senior Debt Documents” shall mean the

Senior Loan Documents and, after any refinancing of the Senior Debt under the

Senior Loan Documents, the Refinancing Senior Debt Documents.




 




                                                                “Senior

Default” shall mean any “Event of Default” under the Senior Debt

Documents, or any condition or event that, after notice or lapse of time or

both, would constitute such an Event of Default if that condition or event were

not cured or removed  within any applicable grace or cure period

set forth therein.




 




                “Senior Lender”  shall mean LaSalle Bank

National Association, as Lender under the Senior Credit Agreement, or any

successor or assign thereof.




 




                “Senior Loan Documents”  shall

mean the Senior Credit Agreement and all other agreements, documents and

instruments executed from time to time in connection




 




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therewith, as the same

may be amended, supplemented or otherwise modified from time to time.




 




                “Subordinated Creditor” shall mean

Holdings or any Permitted Assignee.




 




                                                                “Subordinated

Debt” shall mean all of the obligations of the Borrower to

Subordinated Creditor evidenced by or incurred pursuant to the Subordinated

Debt Documents.




 




                                                                “Subordinated

Debt Documents” shall mean the Dividend Note, the Termination

Agreement, any other note or instrument now or hereafter issued pursuant to the

Termination Agreement, any guaranty with respect to the Subordinated Debt  and

all other documents, agreements and instruments now existing or hereinafter

entered into evidencing or pertaining to all or any portion of the Subordinated

Debt.




 




                                                                “Subordinated

Debt Default” shall mean a default in the payment of the

Subordinated Debt or in the performance of any term, covenant or condition

contained in the Subordinated Debt Documents or any other occurrence permitting

Subordinated Creditor to accelerate the payment of all or any portion of the

Subordinated Debt.




 




                                                                “Subordinated

Debt Default Notice” shall mean a written notice from

Subordinated Creditor or the Borrower to Senior Lender pursuant to which Senior

Lender is notified of the occurrence of a Subordinated Debt Default, which

notice incorporates a reasonably detailed description of such Subordinated Debt

Default and which notice expressly states that it is a “Subordinated Debt

Default Notice” hereunder.




 




2.                                      Subordination.




 




                2.1          Subordination

of Subordinated Debt to Senior Debt. The Borrower covenants and

agrees, and each of Subordinated Creditor and any Permitted Assignee by its

acceptance of the Subordinated Debt Documents (whether upon original issue or

upon transfer or assignment) likewise covenants and agrees, notwithstanding

anything to the contrary contained in any of the Subordinated Debt Documents,

that the payment of the Subordinated Debt shall be subordinate and subject, to

the extent and in the manner hereinafter set forth, to the payment of the

Senior Debt. Each holder of Senior Debt, whether such Senior Debt is now

outstanding or hereafter created, incurred, assumed or guaranteed, shall be

deemed to have acquired Senior Debt in reliance upon the provisions contained

in this Agreement.




 




                2.2          Liquidation, Dissolution, Bankruptcy.

In the event of any Proceeding involving the Borrower:




 




                (a)           All

Senior Debt shall first be indefeasibly paid in full in cash and all

commitments to lend under the Senior Debt Documents shall be terminated before

any Distribution, whether in cash, securities or other property, shall be made

to Subordinated




 




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 Creditor on account of any Subordinated Debt,

except as expressly set forth in Section 2.3 hereof.




 




                (b)           Any

Distribution, whether in cash, securities or other property which would

otherwise, but for the terms hereof and other than as expressly permitted under

Section 2.3 hereof, be payable or deliverable in respect of the

Subordinated Debt shall be paid or delivered directly to Senior Lender (to be

held and/or applied by Senior Lender in accordance with the terms of the Senior

Debt Documents) until all Senior Debt is indefeasibly paid in full in cash and

all commitments to lend under the Senior Debt Documents shall have been

terminated. Subordinated Creditor irrevocably authorizes, empowers and directs

any debtor, debtor in possession, receiver, trustee, liquidator, custodian,

conservator or other Person having authority, to pay or otherwise deliver all

such Distributions to Senior Lender. Subordinated Creditor also irrevocably

authorizes and empowers Senior Lender, in the name of Subordinated Creditor, to

demand, sue for, collect and receive any and all such Distributions.




 




                (c)           Subordinated

Creditor agrees not to initiate, prosecute or participate in any claim, action

or other proceeding challenging the enforceability, validity, perfection or

priority of the Senior Debt or any liens and security interests securing the

Senior Debt.




 




                (d)           Subordinated

Creditor agrees to execute, verify, deliver and file any proofs of claim in

respect of the Subordinated Debt requested by Senior Lender in connection with

any such Proceeding and hereby irrevocably authorizes, empowers and appoints

Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver

and file such proofs of claim upon the failure of Subordinated Creditor

promptly to do so prior to 30 days before the expiration of the time to file

any such proof of claim and (ii) vote such claim in any such Proceeding upon

the failure of Subordinated Creditor to do so prior to 15 days before the expiration

of the time to vote any such claim; provided Senior Lender shall have no

obligation to execute, verify, deliver, file and/or vote any such proof of

claim. In the event that Senior Lender votes any claim in accordance with the

authority granted hereby, Subordinated Creditor shall not be entitled to change

or withdraw such vote.




 




                (e)           The

Senior Debt shall continue to be treated as Senior Debt and the provisions of

this Agreement shall continue to govern the relative rights and priorities of

Senior Lender and Subordinated Creditor even if all or part of the Senior Debt

or the security interests securing the Senior Debt are subordinated, set aside,

avoided, invalidated or disallowed in connection with any such Proceeding, and

this Agreement shall be reinstated if at any time any payment of any of the

Senior Debt is rescinded or must otherwise be returned by any holder of Senior

Debt or any representative of such holder.




 




                2.3          Subordinated

Debt Payments. 

Notwithstanding anything in this Agreement or the Senior Loan Documents

to the contrary and subject to Section 2.2 above, Borrower shall be 




 




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entitled to make

regularly scheduled payments of principal and interest on the Dividend Note in

accordance with the express terms thereof. 

Subject to Section 2.4 below, all other payments on the

Subordinated Debt are hereby prohibited without the prior written consent of

the Senior Lender.




 




2.4          Subordinated

Debt Standstill Provisions.  Until the

Senior Debt is indefeasibly paid in full in cash and all commitments to lend

under the Senior Debt Documents shall be terminated, if an Event of Default (as

defined in the Senior Credit Agreement) under the Senior Debt Documents has

occurred and is continuing and the Senior Lender has accelerated the Senior

Debt, and the Senior Lender shall have provided written notice to the

Subordinated Creditor thereof, Subordinated Creditor shall not, without the

prior written consent of Senior Lender, take any Enforcement Action with

respect to the Subordinated Debt during the time that such Event of Default is

continuing; provided that, Senior Lender hereby agrees that it shall not

accelerate the Senior Debt solely for the purpose of preventing Subordinated

Creditor from taking an Enforcement Action in accordance with the terms of this

Agreement.  Notwithstanding the

foregoing, Subordinated Creditor may file proofs of claim against the Borrower

in any Proceeding involving the Borrower. 

Any Distributions or other proceeds of any Enforcement Action obtained

by Subordinated Creditor in violation of the foregoing prohibition shall in any

event be held in trust by it for the benefit of Senior Lender and promptly paid

or delivered to Senior Lender in the form received until such time that such

Event of Default has been cured or waived and is no longer continuing.  Notwithstanding the foregoing, until the

Senior Debt is indefeasibly paid in full in cash and all commitments to lend

under the Senior Debt Documents shall be terminated, Subordinated Creditor

shall not file, join in the filing of, induce others to file, or cooperate in

the filing of, an involuntary bankruptcy petition against the Borrower.




 




                2.5          Incorrect

Payments. If any Distribution on account of the Subordinated

Debt not permitted to be made by the Borrower or accepted by Subordinated

Creditor under this Agreement is made and received by Subordinated Creditor,

such Distribution shall not be commingled with any of the assets of

Subordinated Creditor, shall be held in trust by Subordinated Creditor for the

benefit of Senior Lender and shall be promptly paid over to Senior Lender for

application (in accordance with the Senior Debt Documents ) to the payment of

the Senior Debt then remaining unpaid, until all of the Senior Debt is paid in

full.




 




                2.6          Sale, Transfer or other Disposition

of Subordinated Debt.




 




(a)   Other

than (i) the assignment and transfer of the Dividend Note from Holdings to

Elkin and (ii) any assignment or transfer of the Dividend Note by will,

pursuant to the laws of descent and distribution, or to a member of Elkin’s

Family Group, Subordinated Creditor shall not sell, assign, pledge, dispose of

or otherwise transfer all or any portion of the Subordinated Debt or any

Subordinated Debt Document.




 




(b)           Notwithstanding the foregoing, the

subordination effected hereby shall survive any sale, assignment, pledge,

disposition or other transfer of all or any portion of the Subordinated Debt in






 




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violation of the foregoing

prohibition, and the terms of this Agreement shall be binding upon the

successors and assigns of Subordinated Creditor, as provided in Section 9

hereof.




 




                2.7          Legends. Until the termination of this Agreement in

accordance with Section 15 hereof, Subordinated Creditor will cause to be

clearly, conspicuously and prominently inserted on the face of the Dividend

Note and any other Subordinated Debt Document, as well as any renewals or

replacements thereof, the following legend:




 




                “This instrument and the rights and obligations

evidenced hereby are subordinate in the manner and to the extent set forth in

that certain Subordination and Intercreditor Agreement (the “Subordination

Agreement”) dated as of November 30, 2001 among U-C Holdings, L.L.C., a Delaware

limited liability company (“Holdings”), CTN Media Group, Inc., f/k/a College

Television Network, Inc., a Delaware corporation (the “Borrower”) and LaSalle

Bank National Association (“Senior Lender”), to the indebtedness (including

interest) owed by the Borrower pursuant to that certain Amended and Restated

Credit Agreement dated as of August 14, 2001 among the Borrower and Senior

Lender, as such  Credit Agreement has been and hereafter may be amended,

supplemented or otherwise modified from time to time and to indebtedness

refinancing the indebtedness under that agreement as contemplated by the

Subordination Agreement; and each holder of this instrument, by its acceptance

hereof, irrevocably agrees to be bound by the provisions of the Subordination

Agreement.”




 




3.             Modifications.




 




                3.1          Modifications to Senior Debt

Documents.  Senior Lender

may at any time and from time to time without the consent of or notice to

Subordinated Creditor, without incurring liability to Subordinated Creditor and

without impairing or releasing the obligations of Subordinated Creditor under

this Agreement, change the manner or place of payment or extend the time of

payment of or renew or alter any of the terms of the Senior Debt, or amend in

any manner any agreement, note, guaranty or other instrument evidencing or

securing or otherwise relating to the Senior Debt.




 




                3.2          Modifications to Subordinated Debt

Documents.  Until the

Senior Debt has been indefeasibly paid in full in cash and all lending

commitments under the Senior Debt Documents have terminated, and

notwithstanding anything to the contrary contained in the Subordinated Debt

Documents, Subordinated Creditor shall not, without the prior written consent

of Senior Lender, agree to any amendment, modification or supplement to the

Subordinated Debt Documents.




 




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4.             Representations and Warranties.




 




                4.1          Representations

and Warranties of Holdings. 

Holdings hereby represents and warrants to Senior Lender that as of the

date hereof: (a) Holdings is a limited liability company duly formed and

validly existing under the laws of the State of Delaware; (b) Holdings has

the power and authority to enter into, execute, deliver and carry out the terms

of this Agreement, all of which have been duly authorized by all proper and

necessary action; (c) the execution of this Agreement by Holdings will not

violate or conflict with the organizational documents of Holdings, any material

agreement binding upon Holdings or any law, regulation or order or require any

consent or approval which has not been obtained; (d) this Agreement is the

legal, valid and binding obligation of Holdings, enforceable against Holdings

in accordance with its terms, except as such enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors’ rights generally and by equitable

principles; (e) Holdings is the sole owner, beneficially (other than with

respect to Elkin) and of record, of the Subordinated Debt Documents and the

Subordinated Debt; and (f) the Subordinated Debt is, and at all times

prior to the termination of this Agreement shall remain, an unsecured

obligation of the Borrower.




 




                4.2          Representations and Warranties of Senior Lender. 

Senior Lender hereby represents and warrants to Subordinated Creditor

that as of the date hereof: (a) Senior Lender is a national banking

association; (b) Senior Lender has the power and authority to enter into, execute,

deliver and carry out the terms of this Agreement, all of which have been duly

authorized by all proper and necessary action; (c) the execution of this

Agreement by Senior Lender will not violate or conflict with the organizational

documents of Senior Lender, any material agreement binding upon Senior Lender

or any law, regulation or order or require any consent or approval which has

not been obtained; and (d) this Agreement is the legal, valid and binding

obligation of Senior Lender, enforceable against Senior Lender in accordance with

its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

the enforcement of creditors’ rights generally or by equitable principles.




 




5.             Subordination of Distributions. 

Subordinated Creditor agrees that in the event that all or any part of a

payment made with respect to the Senior Debt is recovered from the holders of

the Senior Debt in a Proceeding or otherwise, any Distribution received by

Subordinated Creditor with respect to the Subordinated Debt at any time after

the date of the payment that is so recovered shall be deemed to have been

received by Subordinated Creditor in trust as property of the holders of the

Senior Debt and Subordinated Creditor shall forthwith deliver the same to the

Senior Lender for the benefit of the Senior Lender for application to the

Senior Debt until the Senior Debt is paid in full. A Distribution made pursuant

to this Agreement to Senior Lender which otherwise would have been made to Subordinated

Creditor is not, as between the Borrower and Subordinated Creditor, a payment

by the Borrower to or on account of the Senior Debt.




 




6.             Modification. Any modification or waiver of any

provision of this Agreement, or any consent to any departure by any party from

the terms hereof, shall not be effective in any event unless the same is in

writing and signed by Senior Lender and Subordinated Creditor, and then 




 




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such modification, waiver or consent shall be

effective only in the specific instance and for the specific purpose given. Any

notice to or demand on any party hereto in any event not specifically required

hereunder shall not entitle the party receiving such notice or demand to any

other or further notice or demand in the same, similar or other circumstances

unless specifically required hereunder.




 




7.             Further Assurances. Each party to this Agreement promptly

will execute and deliver such further instruments and agreements and do such

further acts and things as may be reasonably requested in writing by any other

party hereto that may be necessary or desirable in order to effect fully the

purposes of this Agreement.




 




8.             Notices. Unless otherwise specifically provided

herein, any notice delivered under this Agreement shall be in writing addressed

to the respective party as set forth below and may be personally served,

telecopied or sent by overnight courier service or certified or registered

United States mail and shall be deemed to have been given (a) if delivered in

person, when delivered; (b) if delivered by telecopy, on the date of

transmission if transmitted on a business day before 4:00 p.m. (Chicago time)

or, if not, on the next succeeding business day; (c) if delivered by overnight

courier, one business day after delivery to such courier properly addressed; or

(d) if by United States mail, four business days after deposit in the United

States mail, postage prepaid and properly addressed.




 




	

  Notices shall be

  addressed as follows:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  If to Holdings:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  U-C Holdings, L.L.C.


  	

   


  
	

   


  	

  227 West Monroe Street,

  Suite 4300


  	

   


  
	

   


  	

  Chicago, IL  60606


  	

   


  
	

   


  	

  Attention:  Avy H. Stein & Daniel M. Gill


  	

   


  
	

   


  	

  Telecopy:  312-422-2424


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  With a copy to:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Kirkland & Ellis


  	

   


  
	

   


  	

  200 E. Randolph Street


  	

   


  
	

   


  	

  Chicago, IL  60601


  	

   


  
	

   


  	

  Attention:  Margaret A. Gibson


  	

   


  
	

   


  	

  Telecopy 312-861-2200:


  	

   


  





 




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  If to Elkin:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Jason Elkin


  	

   


  
	

   


  	

  11 West Andrews Drive


  	

   


  
	

   


  	

  Atlanta, Georgia  30305


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  With a copy to:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Alston & Bird, LLP


  	

   


  
	

   


  	

  One Atlantic Center


  	

   


  
	

   


  	

  1201 West Peachtree

  Street


  	

   


  
	

   


  	

  Atlanta, Georgia  30309-3424


  	

   


  
	

   


  	

  Attention:  Lisa Cassilly


  	

   


  
	

   


  	

  Telecopy:  404-881-7777


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  If to the Borrower:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  CTN Media Group, Inc.


  	

   


  
	

   


  	

  3350 Peachtree Road,

  Suite 1500


  	

   


  
	

   


  	

  Atlanta, Georgia  30326


  	

   


  
	

   


  	

  Attention: Neil H.

  Dickson


  	

   


  
	

   


  	

  Telecopy:  404-256-9168


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  With a copy to:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Morris, Manning &

  Martin, L.L.P.


  	

   


  
	

   


  	

  1600 Atlanta Financial

  Center


  	

   


  
	

   


  	

  3343 Peachtree Road,

  N.E.


  	

   


  
	

   


  	

  Atlanta, Georgia  30326


  	

   


  
	

   


  	

  Attention:  Lauren Z. Burnham


  	

   


  
	

   


  	

  Telecopy:  404-365-9532


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  If to Senior Lender:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  LaSalle Bank National

  Association


  	

   


  
	

   


  	

  135 South LaSalle

  Street


  	

   


  
	

   


  	

  Chicago, Illinois 60603


  	

   


  
	

   


  	

  Attention:  Charles Corbisiero


  	

   


  
	

   


  	

  Telecopy:  (312) 904-4779


  	

   


  





 




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  With a copy to:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Katten Muchin Zavis


  	

   


  
	

   


  	

  525 West Monroe Street


  	

   


  
	

   


  	

  Chicago, Illinois 60661


  	

   


  
	

   


  	

  Attention:  René Ghadimi


  	

   


  
	

   


  	

  Telecopy:  (312) 577-8797


  	

   


  





 




 




or in any case, to such other address as the party

addressed shall have previously designated by written notice to the serving

party, given in accordance with this Section 8.




 




9.             Successors and Assigns. This Agreement shall inure to the

benefit of, and shall be binding upon, the respective successors and assigns of

Senior Lender, Subordinated Creditor and the Borrower.  To the extent permitted under the Senior

Debt Documents, Senior Lender may, from time to time, without notice to

Subordinated Creditor, assign or transfer any or all of the Senior Debt or any

interest therein to any Person and, notwithstanding any such assignment or

transfer, or any subsequent assignment or transfer, the Senior Debt shall,

subject to the terms hereof, be and remain Senior Debt for purposes of this

Agreement, and every permitted assignee or transferee of any of the Senior Debt

or of any interest therein shall, to the extent of the interest of such

permitted assignee or transferee in the Senior Debt, be entitled to rely upon

and be the third party beneficiary of the subordination provided under this

Agreement and shall be entitled to enforce the terms and provisions hereof to

the same extent as if such assignee or transferee were initially a party

hereto.  Any Permitted Assignee of the

Dividend Note (a) shall be entitled to rely upon and be the third party

beneficiary of this Agreement and (b) shall be subject to the

subordination provided under this Agreement, to the same extent as if such

Permitted Assignee were initially a party hereto.




 




10.          Relative Rights.   This Agreement shall define the relative rights of Senior

Lender and Subordinated Creditor. Nothing in this Agreement shall (a) impair,

as between the Borrower and Senior Lender and as between the Borrower and

Subordinated Creditor, the obligation of the Borrower with respect to the

payment of the Senior Debt and the Subordinated Debt in accordance with their

respective terms or (b) affect the relative rights of Senior Lender or

Subordinated Creditor with respect to any other creditors of the Borrower.




 




11.          Conflict. In the event of any conflict between

any term, covenant or condition of this Agreement and any term, covenant or

condition of any of the Subordinated Debt Documents, the provisions of this

Agreement shall control and govern.




 




12.          Headings. The paragraph headings used in this

Agreement are for convenience only and shall not affect the interpretation of

any of the provisions hereof.




 




 




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13.          Counterparts. This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.




 




14.          Severability. In the event that any provision of this

Agreement is deemed to be invalid, illegal or unenforceable by reason of the

operation of any law or by reason of the interpretation placed thereon by any

court or governmental authority, the validity, legality and enforceability of

the remaining provisions of this Agreement shall not in any way be affected or

impaired thereby, and the affected provision shall be modified to the minimum

extent permitted by law so as most fully to achieve the intention of this

Agreement.




 




15.          Continuation of Subordination;

Termination of Agreement. This Agreement shall remain in full force and effect

until the indefeasible payment in full in cash of the Senior Debt and the

termination of all lending commitments under the Senior Debt Documents after

which this Agreement shall terminate without further action on the part of the

parties hereto.




 




16.          Applicable Law. This Agreement shall be governed by and

shall be construed and enforced in accordance with the internal laws of the

State of Illinois, without regard to conflicts of law principles.




 




17.          CONSENT TO JURISDICTION.  EACH OF SUBORDINATED CREDITOR AND THE BORROWER HEREBY

CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE

COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO

SENIOR LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING

TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF SUBORDINATED

CREDITOR AND THE BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF

THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.  EACH OF SUBORDINATED CREDITOR AND THE

BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT

ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED

MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUBORDINATED CREDITOR AND THE

BORROWER AT THEIR RESPECTIVE ADDRESSES SET FORTH IN THIS AGREEMENT AND SERVICE

SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.




 




18.          WAIVER OF JURY TRIAL.   SUBORDINATED

CREDITOR, THE COMPANY AND SENIOR LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO

A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

AGREEMENT, ANY OF THE SUBORDINATED DEBT DOCUMENTS OR ANY OF THE SENIOR DEBT

DOCUMENTS. EACH OF SUBORDINATED CREDITOR, THE COMPANY AND SENIOR LENDER

ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS






 




 




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RELATIONSHIP,

THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE

SENIOR DEBT DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN

THEIR RELATED FUTURE DEALINGS. EACH OF SUBORDINATED CREDITOR, THE COMPANY AND

SENIOR LENDER WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF

REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND

VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.




 




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Signature Page Follows




 




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                IN WITNESS WHEREOF, the parties hereto have caused

this Subordination and Intercreditor Agreement to be executed as of the date

first above written.




 




	

   


  	

  SUBORDINATED CREDITOR:


  
	

   


  	

   


  
	

   


  	

  U-C

  HOLDINGS, L.L.C.,

  a Delaware limited liability company


  
	

   


  	

   


  
	

   


  	

  By: Willis Stein & Partners, L.P.


  
	

   


  	

  Its: 


  	

  Managing Member


  
	

   


  	

   


  
	

   


  	

  By: Willis Stein & Partners, L.L.C.


  
	

   


  	

   


  	

  Its:


  	

  General Partner


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Daniel Gill


  
	

   


  	

   


  	

  Name:


  	

  Daniel Gill


  
	

   


  	

   


  	

  Title:


  	

  Managing

  Director


  
					





 




	

   :


  	

  BORROWER:


  
	

   


  	

   


  
	

   


  	

  CTN

  MEDIA GROUP, INC.,

  a Delaware corporation


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Neil Dickson


  
	

   


  	

  Its:


  	

  Chief Operating Officer


  





 




	

   


  	

  SENIOR LENDER:


  
	

   


  	

   


  
	

   


  	

  LASALLE

  BANK NATIONAL ASSOCIATION, a national banking association, as Senior Lender


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Zennie Lynch


  
	

   


  	

  Its:


  	

  Corporate Banking Officer


  





 




14





























 




Agreed to and acknowledged by




on this 30th day of November, 2001:




 




 




	

  /s/ Jason Elkin


  
	

  Jason Elkin


  





 




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