EXHIBIT 99









EXHIBIT 10.46




 




TERMINATION

AND PURCHASE AGREEMENT




 




 




                                THIS

TERMINATION AND PURCHASE AGREEMENT (this “Agreement”) is made and

entered into as of October 31, 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.”  Unless otherwise provided herein,

capitalized terms shall have the meanings set forth in that certain Fifth

Amended and Restated Limited Liability Company of U–C Holdings, L.L.C.

(as amended from time to time, the “LLC Agreement”), dated April 5,

2001, by and among the members of the Purchaser.




 




Effective as of

November 1, 2001 (the “Termination Date”), Executive will no longer

be employed by the Company, and the Parties have agreed to the terms set forth

herein with respect to such termination. 

This Agreement will become effective upon the Effective Date (as defined

in Section 3(f) below). The Company shall have no obligations to make

payments to Executive hereunder prior to the Closing Date.




 




Executive holds

(i) 1,543,189 Class A Investor Units of the Purchaser (the “Investor

Units”), (ii) 1,433,693 Class B Investor Units of the Purchaser (the “Class

B Units”), (iii) 65 Class R Management Units of the Purchaser

(the “Class R Units”), and (iv) 1,015 Class A Management Units of

the Purchaser (the “Management Units”) (collectively referred to as the

“Executive Securities”).




 




In consideration

of the mutual covenants and agreements made herein, and of the mutual benefit

derived hereby, the Parties, intending to be legally bound, hereby agree as

follows:




 




TERMINATION




 




1.             Termination of

Employment; Severance.




 




(a)           Effective as of the Termination Date,

Executive will no longer be employed by the Company, and the Parties hereby

waive the notice provisions set forth in that certain  Employment Agreement dated

April 29, 1997, as amended on May 1, 1999 and May 22, 2000,

among the Purchaser, the Company and Executive (the “Employment Agreement”).




 




(b)           Except (i) as required by law, (ii)

as specifically provided in this Section 1, and (iii) for the

payment of earned but unpaid Base Salary (as defined in the Employment

Agreement) through the Termination Date, all of the Company’s obligations under

the Employment Agreement (including, but not limited to, with respect to making

payments or providing any other benefits) shall terminate automatically as of

the Termination Date.




 




 





























 




(c)           Notwithstanding the

foregoing, during the Termination Period (as defined in Section 1(g)

below) (or such other period as provided below), (i) Executive shall

remain a member of the board of directors of the Company until his earlier

death, resignation or removal, (ii) Executive shall be entitled to, at the

Company’s expense, (A) coverage under a Mutual of Omaha individual health

plan to the extent permitted by such plan or Executive may elect COBRA under

the Company’s health plan, (B) life insurance coverage substantially

similar to the life insurance coverage currently provided to Executive at a

reasonable cost to the Company, and (C) to the extent the Company can

obtain such coverage using commercially reasonable best efforts, long-term

disability coverage substantially similar to the long-term disability coverage

currently provided to Executive at a reasonable cost to the Company, provided

that the Company shall only maintain such insurance coverage until the earlier

of April 25, 2004, or the date Executive accepts other employment and

obtains, in each case, the respective coverage, and (iii) Executive

shall provide such reasonable services and support to the Company as reasonably

requested by the Company. The Company shall reimburse Executive for any reasonable

travel or other incidental out-of-pocket expenses incurred by Executive in

connection with the provision of such services and support subject to prior

approval by the Company of the incurrence of such expenses.




 




(d)           Effective as of the

Closing Date, Executive agrees that paragraphs 9, 10, 11, 12, 14, 15, 16, 19

and 20 of the Employment Agreement (as amended by this paragraph, the “Surviving

Provisions”) shall remain in full force and effect except that the term

“Employment Period,” where used therein, shall be read as “Termination Period”;

provided, however, that the parties agree that the restrictive covenants set

forth in paragraph 11 of the Employment Agreement shall terminate at the

end of the Termination Period. 

Executive agrees and acknowledges that, in the event of a breach by

Executive of paragraphs 9, 10 or 11 of the Employment Agreement, Executive

shall no longer be entitled to receive any benefits hereunder or any amounts

owing under the Company Note.




 




(e)           The Company shall

transfer ownership to Executive of all furniture, furnishings, electronics, and

equipment (i) contained in his current office at the Company or

(ii) presently used at his home, including, without limitation, personal

computers and artwork.




 




(f)            “COBRA”

means the Consolidated Omnibus Reconciliation Act of 1985, as amended from time

to time.




 




(g)           “Termination

Period” means the period commencing on the Effective Date and ending on the

18th month following the Closing Date.




 




 




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PURCHASE OF EXECUTIVE SECURITIES




 




2.             Purchase and

Sale of Executive Securities.




 




(a)           On the terms set

forth herein, Executive hereby agrees to sell to the Purchaser, and the

Purchaser hereby agrees to purchase from Executive, the Eligible Executive

Securities (as defined in Section 2(b) below) free and clear of all

Encumbrances (as defined in Section 4(b) below) and all rights with

respect thereto. 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 retained by Executive.




 




(b)           At the closing of

the purchase and sale of the Executive Securities (the “Closing”), the

Purchaser will purchase the following Executive Securities for the consideration

described in Section 2(c) below (the “Purchase Price”):

(i) 1,543,189 Investor Units, (ii) 1,433,693 Class B Units, (iii) 65

Class R Units, and (iv) 815 Management Units (collectively referred

to as the “Eligible Executive Securities”); provided that, the Purchaser

shall not be obligated to purchase the Eligible Executive Securities and

Executive shall not be obligated to perform hereunder prior to receipt of

(collectively, the “Consents”) (x) an amendment to the LLC

Agreement in the form attached hereto as Exhibit A executed by the

holders of a majority of each of the Investor Units (as defined in the LLC

Agreement), Management Units (as defined in the LLC Agreement) and Preferred

Units (as defined in the LLC Agreement), (y) the consent of LaSalle Bank

National Association to the transactions contemplated hereunder (including

subordination language acceptable to LaSalle Bank National Association with

respect to the Company Note, as defined in Section 2(c) below) (the

“LaSalle Consent”), and (z) the approval of the Dividend (as

defined in Section 2(d) below), issuance of the Company Note and

other terms contemplated hereunder by the finance committee or other

disinterested committee of the board of directors of the Company.




 




(c)           The Closing shall take

place at the Company’s offices on the later of the Termination Date or the date

on which the Consents have been received (or waived) by the Purchaser (the date

that the Closing occurs is referred to as the “Closing Date”), or at

such other place as may be mutually agreeable to the parties hereto.  At the Closing, the Purchaser shall deliver

to Executive the Purchase Price as follows: (i) the Executive Notes (as

defined below), in the aggregate amount of $2,384,684.15, together with all

accrued but unpaid interest thereon (which principal and interest totals

$3,010,084.88 as of the Termination Date), marked as canceled and (ii) the

transfer and assignment to Executive of a subordinated promissory note issued

by the Company to the Purchaser (the “Company Note”) in the aggregate

principal amount of $665,000, which note shall be in the form and substance set

forth on Exhibit B attached hereto. Effective simultaneously with

the Closing, the Fourth Amended and Restated Unit Pledge Agreement dated as of

August 31, 1999 between the Purchaser and Executive shall be deemed to be

terminated.  “Executive Notes”

means the following outstanding notes payable by Executive to the Purchaser:

Promissory Note in the original principal amount of $333,333.40 dated as of

May 12, 1997; Promissory Note in the original principal amount of

$180,834.00 dated as of May 20, 1998; Promissory Note in the original

principal amount of $283,057.00 dated as of October 2, 1998; Promissory

Note in the original principal amount of $581,281.75 dated as of March 1,

1999; Promissory Note in the original principal amount of $238,092.00 dated as

of July 23, 1999; and Promissory Note in the original principal amount of

$768,050.00 dated as of August 31, 1999.




 




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(d)           Immediately prior to

the Closing, the Company’s board of directors shall declare a dividend (the “Dividend”)

in the aggregate amount of $665,000 on its outstanding Series A

Convertible Preferred Stock (pro rata based on the amount of accumulated but

unpaid dividends thereon).  Payment of

such dividend shall be satisfied by the issuance by the Company of the Company

Note to the Purchaser.




 




(e)           Executive acknowledges that he has

had an opportunity to ask questions and receive answers concerning the terms

and conditions of the sale of, and the value of, the Eligible Executive

Securities, and has had full access to such financial or other information

concerning the Company and the Purchaser as he has requested.  Neither the Company nor the Purchaser makes

any representation or warranty regarding the value of the Eligible Executive

Securities.




 




(f)            Executive hereby agrees to approve

the amendment of Section 5.7 of the LLC Agreement in the form and

substance set forth in Exhibit A attached hereto.




 




(g)           The Company hereby agrees to use

commercially reasonable best efforts to obtain the LaSalle Consent as promptly

as practicable.




 




(h)           The Purchaser hereby agrees to use

commercially reasonable best efforts to effect the amendment to the LLC

Agreement in the form attached hereto as Exhibit A as promptly as

practicable.




 




MUTUAL RELEASES




 




3.             Mutual Releases.




 




(a)           In consideration of the payments and

covenants of the Purchaser set forth herein, Executive (on behalf of himself

and his respective heirs, assigns or executors) hereby releases the Purchaser,

the Company, and their respective predecessors, successors and assigns, and

their respective present and former direct or indirect affiliates,

shareholders, subsidiaries, officers, directors, partners, members, managers,

employees, agents and attorneys (collectively, the “Releasees”) from any

and all claims, actions, lawsuits, obligations, agreements, contracts,

commitments and liabilities which exist or may exist of any kind whatsoever,

whether known or unknown (collectively, “Claims”), which Executive

(including any heirs, assigns or executors) now has or may in the future have

against any of the Releasees which relate in any way to Executive’s employment

with the Company, Executive’s ownership of the Executive Securities or

otherwise relate to Executive’s association with any of the Releasees; provided

that “Claims” shall not include, and this Section 3(a) shall not be

deemed a release of, any obligations of the Purchaser or the Company expressly

set forth in the LLC Agreement with respect to Executive Securities retained by

Executive, in this Agreement or in the Company Note. Notwithstanding the

foregoing, Executive shall be entitled to the benefits of the indemnity

provided by the LLC




 




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 Agreement and the Company’s certificate of

incorporation or bylaws as of the date hereof, and any subsequent changes to

the certificate of incorporation or bylaws enlarging or reducing the indemnity

granted to Executive shall not affect the rights of Executive existing as of

the date hereof.




 




(b)           In consideration of

the covenants of Executive set forth herein, the Purchaser and the Company each

hereby releases Executive from any and all Claims which the Purchaser and/or

the Company (including their successors and assigns) (also referred to as “Releasees”)

now has or may in the future have against Executive which relate in any way to

Executive’s employment with the Company, Executive’s ownership of the Executive

Securities, or otherwise relate to Executive’s association with any of the

Company or the Purchaser; provided that “Claims” shall not include, and this Section

3(b) shall not be deemed a release of, any obligations of Executive

expressly set forth in this Agreement, the LLC Agreement or the Surviving

Provisions of the Employment Agreement (as amended hereby).




 




(c)           By entering into

this Agreement, each of the Parties intends that it shall be effective as a bar

to each and every one of the Claims hereinabove mentioned or implied. Each of

the Parties expressly consents that this Agreement shall be given full force

and effect according to each and all of its express terms and provisions,

including those relating to unknown and unsuspected Claims.  Each of the Parties acknowledges and agrees

that the provisions hereof are reasonable in context and scope and that this

waiver is an essential and material term of this Agreement and without such

waiver the Parties would not have made the promises described in this

Agreement.




 




(d)           Each of the Parties

further agrees that in the event such Party brings its own Claim in which it

seeks damages against the Releasees or in the event such Party seeks to recover

against any other Party or any of the Releasees in any Claim brought by a

governmental agency on such person’s behalf, the releases set forth in this

Agreement shall serve as a complete defense to such Claims.




 




(e)           Executive

acknowledges that the Company has provided Executive at least twenty-one (21)

days to decide whether to execute this Agreement.  Executive understands he has up to seven (7) days to revoke this

Agreement after its execution, and that this Agreement, including the release

and waiver in Section 3(a) above, shall not be effective and enforceable

until the eighth day following its execution (the “Effective Date”).  Executive hereby agrees and acknowledges

that the Company shall have no obligations to make payments to him hereunder

prior to the Closing Date.




 




REPRESENTATIONS

AND WARRANTIES




 




4.             Representations

and Warranties of Executive. 

Executive represents and warrants to the Purchaser as follows:




 




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(a)           Authorization.  Executive has the power and capacity to

execute and deliver this Agreement, to perform fully his obligations hereunder

and to consummate the actions contemplated hereby.  Executive has duly executed and delivered this Agreement and this

Agreement is a legal, valid and binding obligation of Executive, enforceable

against Executive in accordance with its terms, except as such enforceability

may be limited by (a) applicable insolvency, bankruptcy, reorganization,

moratorium or other similar laws affecting creditors’ rights generally and (b)

applicable equitable principles (whether considered in a proceeding at law or

in equity).




 




(b)           Ownership of the

Executive Securities.  All of the

Eligible Executive Securities are owned of record and beneficially by

Executive, and Executive has good and marketable title to such Eligible

Executive Securities, free and clear of any security interests, claims, liens,

options, pledges, charges, encumbrances, voting trusts, proxies or other

restrictions of any kind whatsoever (“Encumbrances”), other than

Encumbrances created hereunder or under the Pledge Agreements.  Executive shall transfer to the Purchaser

good and marketable title to the Eligible Executive Securities.




 




(c)           Executive’s

Understanding; Instruction to Consult Counsel.  Executive acknowledges that he understands the contents of this

Agreement, that he is competent to enter into this Agreement and that he had

been advised to consult, and has consulted, with an attorney concerning this

Agreement, and that his signature has not been obtained by duress.




 




(d)           Return of

Confidential Information, Etc.  In

accordance with Section 9 of the Employment Agreement, Executive shall

deliver on or prior to the Termination Date to the Company all memoranda,

notes, plans, records, reports, computer tapes, printouts and software and

other documents (and copies thereof) relating to Confidential Information, Work

Product (as such terms are defined in the Employment Agreement) or the business

of the Purchaser, the Company or any Subsidiary which he possesses or has under

his control.




 




5.             Representation

and Warranty of the Company and the Purchaser.  Each of the Company and the Purchaser represents and warrants to

Executive that the Company and the Purchaser have the power and authority to

execute and deliver this Agreement, to perform fully their obligations

hereunder and to consummate the actions contemplated hereby. Each of the

Company and the Purchaser has duly executed and delivered this Agreement and

this Agreement is a legal, valid and binding obligation of the Company and the

Purchaser enforceable against the Company and the Purchaser in accordance with

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

insolvency, bankruptcy, reorganization, moratorium or other similar laws

affecting creditors’ rights generally and (b) applicable equitable

principles (whether considered in a proceeding at law or in equity).




 




MISCELLANEOUS




 




6.             Nondisparagement.  Each Party agrees that it will not make

negative or disparaging comments regarding each other, except as may be

required under law.




 




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7.             Survival of

Representations and Warranties.  All

representations and warranties contained herein shall survive the execution and

delivery of this Agreement and the transfer of the Eligible Executive

Securities hereunder.




 




8.             Governing Law.  The corporate law of the State of Delaware

will govern all questions concerning the relative rights of the Purchaser and

its unit holders. All other questions concerning the construction, validity and

interpretation of this Agreement 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.




 




9.             Further

Assurances; Assistance and Cooperation. 

After the Closing, as and when requested by the Purchaser, Executive

shall, without further consideration, execute and deliver all such instruments

of conveyance and transfer and shall take such further actions as may be

reasonably necessary in order to confirm the transfer of the Eligible Executive

Securities to the Purchaser and the other matters provided herein.  Further, Executive agrees to reasonably

assist and cooperate with the Company and the Purchaser and their attorneys and

advisors in connection with any litigation, arbitration or other proceeding

involving the Company, the Purchaser or any of the Releasees (including,

without limitation, all currently pending litigation); provided that the

Company shall reimburse Executive for any reasonable travel or other incidental

out-of-pocket expenses incurred by Executive in connection with the provision

of such assistance subject to prior approval by the Company of the incurrence

of such expenses.




 




10.           Complete

Agreement.  This Agreement

constitutes the entire agreement between the Parties hereto regarding the

subject matter of this Agreement and supersedes and preempts any prior

understandings, agreements or representations, written or oral, which may have

related to the subject matter hereof.




 




11.           Headings.  The headings used in this Agreement are for

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

of any provision of this Agreement.




 




12.           Counterparts.  The Parties may execute this Agreement 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.




 




13.           Remedies.  Each of the Parties will be entitled to

enforce its rights under this Agreement specifically, to recover damages and

costs (including attorney’s fees) caused by any breach of any provision of this

Agreement, and to exercise all other rights existing in its favor.  The Parties agree and acknowledge that money

damages may not be an adequate remedy for any breach of the provisions of this

Agreement and that any Party  may in its

sole discretion apply to any court of law or equity of competent jurisdiction

(without posting any bond or deposit) for specific performance and/or other

injunctive relief in order to enforce or prevent any violations of the

provisions of this Agreement and/or the Surviving Provisions of the Employment

Agreement.




 




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14.           Arbitration.  Except as set forth in Section 13,

any controversy or claim arising out of or relating to this Agreement shall be

settled exclusively by final and binding arbitration in accordance with the

rules of the American Arbitration Association and shall take place in Delaware.

Judgment upon the arbitration award may be enforced in any court having

jurisdiction thereover. The Party against whom any proceeding hereunder is

finally resolved shall bear the costs of (a) each Party’s respective attorneys,

witnesses and experts in connection with such arbitration and (b) the

arbitrator.




 




15.           Successors and

Assigns.  This Agreement shall bind

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

respective successors, heirs, executors and assigns.




 




16.           No Admission.  This Agreement, and any negotiations or

discussions connected with it, shall not, in any event or respect, constitute

or be construed as, or be deemed to be evidence of, an admission of, or

concession of, any wrongdoing by any Party. 

The Parties acknowledge, understand and agree that the fact of, terms

of, and negotiations and discussions leading up to this Agreement are covered

by Federal Rule of Evidence 408, and any state law equivalents, as offers of

compromise, and thus are not evidence and may not be used or referred to in any

litigation, except to enforce this Agreement and its terms.




 




17.           No Strict

Construction.  The language used in

this Agreement 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.




 




18.           Press Release.  Any press release or public announcement

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

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




 




19.           D&O Insurance.  The Company agrees to continue through the

Termination Period Executive’s coverage under its director and officer insurance

policy to the extent permitted by such policy.




 




20.           Severability.  Should any provision of this Agreement

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.




 




*     *     *    

*




 




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IN WITNESS

WHEREOF, the Parties hereto have executed this Agreement 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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