EXHIBIT B
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT, dated as of September 20, 2002 (this
"AGREEMENT"), among U-C Holdings, L.L.C., a Delaware limited liability company
(the "MAJORITY STOCKHOLDER"), Xxxxxx Xxxxx & Partners, L.P., a Delaware limited
partnership (the "MANAGING MEMBER" and, together with the Majority Stockholder,
the "STOCKHOLDER ENTITIES"), Viacom International Inc., a Delaware corporation
("PARENT") and MTV Networks on Campus Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("BUYER").
WHEREAS, simultaneously with the execution of this Agreement, CTN
Media Group, Inc., a Delaware corporation ("SELLER"), Parent and Buyer are
entering into an Asset Purchase Agreement dated as of the date hereof (the
"PURCHASE AGREEMENT"; capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Purchase Agreement), which
provides, among other things, that Buyer shall purchase from Seller and Seller
shall sell to Buyer substantially all of the property and assets of the Business
and, in connection therewith, Buyer shall assume certain specified liabilities
of Seller related to the Business;
WHEREAS, pursuant to the Amended and Restated Certificate of
Incorporation of Seller, the affirmative vote or consent of a majority of (i)
the outstanding shares of each of the Series A Preferred Stock, par value $0.001
per share, of Seller (the "SELLER SERIES A PREFERRED STOCK") and the Series B
Preferred Stock, par value $0.001 per share, of Seller (the "SELLER SERIES B
PREFERRED STOCK", and together with the Seller Series A Preferred Stock, the
"SELLER PREFERRED STOCK") and (ii) the voting power of the outstanding shares of
common stock, par value $0.03 per share, of Seller ("SELLER COMMON STOCK") and
shares of Seller Preferred Stock (voting together as a single class), is
required for Seller to consummate the transactions contemplated by the Purchase
Agreement;
WHEREAS, as of the date hereof, the Majority Stockholder is the record
and beneficial owner (as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT")) of the number of shares of Seller Common
Stock, Seller Series A Preferred Stock and Seller Series B Preferred Stock, set
forth on Appendix I hereto (all such Seller Common Stock and Seller Preferred
Stock and any shares of Seller Common Stock or Seller Preferred Stock that may
be acquired after the date hereof by the Majority Stockholder or any of its
Affiliates and prior to the termination of this Agreement, whether upon the
exercise or conversion of options, warrants, convertible securities or
otherwise, being referred to herein as the "OWNED SHARES");
WHEREAS, the Owned Shares as of the date hereof constitute
approximately 90.8% of the outstanding capital stock of Seller entitled to vote
on the adoption of the Purchase Agreement and the approval of the transactions
contemplated thereby, and the Majority Stockholder as of the date hereof owns a
majority of the outstanding shares of each of the Seller Common Stock, Seller
Series A Preferred Stock and the Seller Series B Preferred Stock;
WHEREAS, the Managing Member owns certain of the outstanding limited
liability company interests in the Majority Stockholder (the "LLC INTERESTS")
and the Managing Member has the power to direct the voting and disposition of
all of the Owned Shares; and
WHEREAS, on the record date fixed by the Board of Directors of Seller,
the Majority Stockholder shall execute and deliver to Seller an irrevocable
written consent in accordance with Section 228 of the Delaware Law (the
"MAJORITY STOCKHOLDER CONSENT") with respect to all of the Owned Shares, in the
form of Exhibit A hereto, in favor of the adoption of the Purchase Agreement and
approval of the transactions contemplated thereby; and
WHEREAS, as an inducement and a condition to entering into the
Purchase Agreement and incurring the obligations set forth therein, Parent and
Buyer have requested that the Stockholder Entities agree, and the Stockholder
Entities hereby agree, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Purchase Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
SECTION 1.01. VOTING AGREEMENT. Until the termination of this
Agreement in accordance with the terms hereof, the Stockholder Entities hereby
agree that in any corporate action of the Stockholders taken at any meeting of
the Stockholders or by written consent in lieu of a meeting of the Stockholders
in accordance with the Delaware Law (including the Majority Stockholder
Consent), the Stockholder Entities will vote, or cause to be voted (as
applicable), all of the Owned Shares entitled to vote at such meeting or, with
respect to actions by written consent in lieu of a meeting, will express (and
execute and deliver any necessary document or instrument with respect thereto)
consent or dissent (as applicable) with respect to all of the Owned Shares: (i)
in favor of the adoption of the Purchase Agreement and otherwise in such manner
as may be necessary to consummate the transactions contemplated by the Purchase
Agreement (including the Majority Stockholder Consent), (ii) against any action,
proposal, agreement or transaction that would or could reasonably be expected to
result in a breach of any covenant, obligation, agreement, representation or
warranty of Seller contained in the Purchase Agreement or of the Stockholder
Entities contained in this Agreement, and (iii) against any action, proposal,
agreement or transaction that would or could reasonably be expected to result in
any condition to Seller's obligations under the Purchase Agreement not being
fulfilled. For clarification purposes, this Section 1.01 is not intended to
limit or affect in any way the actions of members of the Board of Directors of
Seller in their capacities as directors.
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SECTION 1.02. WRITTEN CONSENT. After execution of the Majority
Stockholder Consent, the Stockholder Entities shall not revoke, withdraw, modify
or amend the Majority Stockholder Consent.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE MAJORITY STOCKHOLDER
The Majority Stockholder hereby represents and warrants to Parent and
Buyer as follows:
SECTION 2.01. ORGANIZATION. The Majority Stockholder is a limited
liability company validly existing and in good standing under the laws of the
State of Delaware and has all requisite power and authority to own, lease and
operate its properties and to carry on its business as it is now being
conducted.
SECTION 2.02. AUTHORITY RELATIVE TO THIS AGREEMENT. The Majority
Stockholder has all necessary limited liability company power and authority and
legal capacity to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery of this Agreement by the
Majority Stockholder and the performance by the Majority Stockholder of its
obligations hereunder have been duly and validly authorized by all necessary
corporate or other requisite action, and no other proceedings on the part of the
Majority Stockholder are necessary to authorize this Agreement or its ability to
perform its obligations under this Agreement. This Agreement has been duly and
validly executed and delivered by the Majority Stockholder and, assuming due
authorization, execution and delivery by Parent and Buyer, constitutes a legal,
valid and binding obligation of the Majority Stockholder, enforceable against
the Majority Stockholder in accordance with its terms.
SECTION 2.03. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The
execution and delivery of this Agreement by the Majority Stockholder do not, and
the performance of this Agreement by the Majority Stockholder will not, (i)
conflict with or violate the organizational documents of the Majority
Stockholder, (ii) conflict with or violate any Law applicable to the Majority
Stockholder or by which any property or asset of the Majority Stockholder is
bound or affected, or (iii) result in any breach of, or constitute a default (or
an event which, with notice or lapse of time or both, would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any Lien on any property or asset
of the Majority Stockholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation, except, with respect to clauses (ii) and (iii), for any such
conflicts, violations, breaches, defaults or other occurrences which would not
prevent or delay the Majority Stockholder from performing its obligations under
this Agreement.
(b) Except for (i) the filing of an amended Schedule 13D pursuant to
the Exchange Act by the Majority Stockholder, (ii) the filing and clearance of
the Seller Information
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Statement pursuant to the Exchange Act by Seller and (iii) any other consents or
approvals required under Section 3.03 of the Purchase Agreement, the execution
and delivery of this Agreement by the Majority Stockholder do not, and the
performance of this Agreement by the Majority Stockholder will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Authority, except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the Majority Stockholder from
performing its obligations under this Agreement.
SECTION 2.04. TITLE TO THE OWNED SHARES. As of the date hereof, the
Majority Stockholder is the record or beneficial owner (as defined in Rule 13d-3
of the Exchange Act) of the number of shares of Seller Common Stock and Seller
Preferred Stock set forth opposite the Majority Stockholder's name in Appendix I
hereto and such shares are all the securities of Seller that are owned, either
of record or beneficially, by the Majority Stockholder and are owned by the
Majority Stockholder free and clear of all Liens. The Majority Stockholder has
not appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Owned Shares. The Majority Stockholder owns a
majority of the issued and outstanding shares of each class and series of
capital stock of Seller.
SECTION 2.05. ABSENCE OF LITIGATION. There is no Action pending or, to
the knowledge of the Majority Stockholder, threatened against the Majority
Stockholder or any of its properties or any of its officers or directors (in
their capacities as such), before any Governmental Authority that, individually
or in the aggregate, would reasonably be expected to prevent, alter, delay or
impair the Majority Stockholder's ability to perform its obligations under this
Agreement, or otherwise prevent the Majority Stockholder from performing its
obligations under this Agreement. There is no Governmental Order or any
continuing order of, consent, decree, settlement agreement or other similar
agreement with, or, to the knowledge of the Majority Stockholder, continuing
investigation by, any Governmental Authority against the Majority Stockholder,
or, to the knowledge of the Majority Stockholder, any of its directors or
officers (in their capacities as such) that would prevent, enjoin, alter or
delay the Majority Stockholder from performing its obligations under this
Agreement, or that would reasonably be expected to have a material adverse
effect on the Majority Stockholder's ability to perform its obligations under
this Agreement.
SECTION 2.06. REVIEW OF THE PURCHASE AGREEMENT. The Majority
Stockholder understands and acknowledges that Parent and Buyer are entering into
the Purchase Agreement in reliance upon the Majority Stockholder's execution and
delivery of the Majority Stockholder Consent and this Agreement. The Majority
Stockholder has read the Purchase Agreement carefully and fully understands the
terms and provisions thereof.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE MANAGING MEMBER
The Managing Member hereby represents and warrants to Parent and Buyer
as follows:
SECTION 3.01. ORGANIZATION. The Managing Member is a limited
partnership validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority to carry on its business as
it is now being conducted.
SECTION 3.02. AUTHORITY RELATIVE TO THIS AGREEMENT. The Managing
Member has all necessary limited partnership power and authority and legal
capacity to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery of this Agreement by the Managing Member
and the performance by the Managing Member of its obligations hereunder have
been duly and validly authorized by all requisite limited partnership action,
and no other proceedings on the part of the Managing Member are necessary to
authorize this Agreement or its ability to perform its obligations under this
Agreement. This Agreement has been duly and validly executed and delivered by
the Managing Member and, assuming due authorization, execution and delivery by
Parent and Buyer, constitutes a legal, valid and binding obligation of the
Managing Member, enforceable against the Managing Member in accordance with its
terms.
SECTION 3.03. NO CONFLICT. (a) The execution and delivery of this
Agreement by the Managing Member do not, and the performance of this Agreement
by the Managing Member will not, (i) conflict with or violate the organizational
documents of the Managing Member, (ii) conflict with or violate any Law
applicable to the Managing Member or by which any property or asset of the
Managing Member is bound or affected, or (iii) result in any breach of, or
constitute a default (or an event which, with notice or lapse of time or both,
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of any
Lien on any property or asset of the Managing Member pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation, except, with respect to clauses
(ii) and (iii), for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or delay the Managing Member from performing
its obligations under this Agreement.
(b) Except for (i) the filing of an amended Schedule 13D pursuant to
the Exchange Act by the Majority Stockholder and (ii) the filing and clearance
of the Seller Information Statement pursuant to the Exchange Act by Seller, the
execution and delivery of this Agreement by the Managing Member do not, and the
performance of this Agreement by the Managing Member will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Authority, except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the Managing Member from performing
its obligations under this Agreement.
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SECTION 3.04. CONTROL OF MAJORITY STOCKHOLDER. As of the date hereof,
the LLC Interests held by the Managing Member are free and clear of all Liens
and the Managing Member has the sole power of disposition and sole voting power,
in each case, with respect to such LLC Interests. The Managing Member has the
sole power to direct all limited liability company action taken by the Majority
Stockholder in connection with this Agreement and the Managing Member has taken
all necessary limited partnership action to cause the Majority Stockholder to
enter into this Agreement and to execute and deliver to Seller the Majority
Stockholder Consent.
SECTION 3.05. REVIEW OF THE PURCHASE AGREEMENT. The Managing Member
understands and acknowledges that Parent and Buyer are entering into the
Purchase Agreement in reliance upon the Majority Stockholder's execution and
delivery of the Majority Stockholder Consent and this Agreement. The Managing
Member has read the Purchase Agreement carefully and fully understands the terms
and provisions thereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER
Parent and Buyer, jointly and severally, hereby represent and warrant
to the Stockholder Entities as follows:
SECTION 4.01. CORPORATE ORGANIZATION. Each of Parent and Buyer is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted, except where the failure to be so incorporated,
existing or in good standing or to have such power or authority would not
prevent or delay either Parent or Buyer from performing their respective
obligations under this Agreement, the Purchase Agreement or any of the Ancillary
Agreements.
SECTION 4.02. AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent and
Buyer has all necessary power and authority to execute and deliver this
Agreement and to perform its respective obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Parent and Buyer and the consummation by Parent and Buyer of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action, and no other corporate proceedings on the part of
either Parent or Buyer are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. This Agreement has been duly
and validly executed and delivered by Parent and Buyer and, assuming due
authorization, execution and delivery by the Stockholder Entities, constitutes a
legal, valid and binding obligation of Parent and Buyer, enforceable against
such party in accordance with its terms.
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ARTICLE V
COVENANTS
SECTION 5.01. NO DISPOSITION OR ENCUMBRANCE OF OWNED SHARES. The
Stockholder Entities hereby agree that, except as contemplated by this Agreement
and the Purchase Agreement, the Stockholder Entities shall not (a)(i) sell,
transfer, tender, assign, contribute to the capital of any entity, hypothecate,
give or otherwise dispose of, (ii) grant a proxy or power of attorney with
respect to, (iii) deposit into any trust or, except as would not be inconsistent
with the terms and conditions of this Agreement, enter into a voting agreement
or arrangement, or (iv) create or permit to exist any Liens of any nature
whatsoever with respect to, any of the Owned Shares or any interest therein (or
agree or consent to, or offer to do, any of the foregoing) (collectively,
"TRANSFER"), (b) take any action that would make any representation or warranty
of the Stockholder Entities herein materially untrue or incorrect or have the
effect of preventing or disabling either Stockholder Entity from performing its
respective obligations hereunder or delaying the performance of such obligations
hereunder, or (c) directly or indirectly initiate, solicit or encourage any
Person to take actions that could reasonably be expected to lead to the
occurrence of any of the foregoing; PROVIDED, HOWEVER, that the Stockholder
Entities may, directly or indirectly, Transfer the Owned Shares if the proposed
transferee executes and delivers to Parent and Buyer a voting agreement in form
and substance substantially similar to this Agreement and delivers to Seller an
irrevocable written consent in form substantially similar and in substance
identical to the Majority Stockholder Consent.
SECTION 5.02. CONSENT; FURTHER ACTION. The Managing Member consents to
and approves the entering into of this Agreement by the Majority Stockholder and
the execution and delivery to Seller of the Majority Stockholder Consent. Each
Stockholder Entity hereby gives any consents or waivers that are reasonably
required for its performance of its respective obligations under this Agreement.
Each Stockholder Entity shall, from time to time, execute and deliver, or cause
to be executed and delivered, such additional or further consents, documents and
other instruments as Parent or Buyer may reasonably request for the purpose of
ensuring the performance by each Stockholder Entity of its respective
obligations under this Agreement.
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ARTICLE VI
TERMINATION
SECTION 6.01. TERMINATION. This Agreement shall terminate, and no
party shall have any rights or obligations hereunder and this Agreement shall
become null and void and have no further effect upon the earlier of (i) the
Closing of the transactions contemplated by the Purchase Agreement or (ii) the
termination of the Purchase Agreement in accordance with its terms. Any
termination of this Agreement pursuant to this Section 6.01 shall not relieve
any party of liability for any breach of this Agreement prior to such
termination.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. EXPENSES. Except as otherwise expressly provided in this
Agreement, all costs and expenses (including, without limitation, all fees and
disbursements of counsel, accountants, financial advisors, experts and
consultants to a party hereto and its Affiliates) incurred by a party hereto or
on its behalf in connection with or related to the authorization, preparation,
negotiation, execution and performance of this Agreement and the transactions
contemplated hereby and all other matters related to the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses, whether or not the transactions contemplated by the Purchase Agreement
or any transaction contemplated by this Agreement are consummated.
SECTION 7.02. NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly delivered and received (a) on the date of personal delivery, (b) on
the date of transmission, if sent by facsimile, (c) one Business Day after
having been dispatched via a nationally recognized overnight courier service, or
(d) three Business Days after being sent by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 6.02), in each case if
received prior to 5 p.m. NYC time on such date and if thereafter, on the
following Business Day:
(a) if to the Stockholder Entities:
c/o U-C Holdings, L.L.C.
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Avy X. Xxxxx
Xxxxxx X. Xxxx
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with a copy to:
Xxxxxxxx & Xxxxx
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx, P.C.
(b) if to Parent or Buyer:
Viacom International Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
with a copy to:
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. X'Xxxxxxxx, Esq.
SECTION 7.03. HEADINGS. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 7.04. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced because of any Law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party hereto. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.
SECTION 7.05. SUCCESSORS AND ASSIGNS. This Agreement will be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; PROVIDED that no party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of any other party hereto; PROVIDED FURTHER that Buyer may, without
such consent, assign any or all of its rights and obligations under this
Agreement to any of its Affiliates.
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SECTION 7.06. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the
sole benefit of the parties hereto and their permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person
or entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
SECTION 7.07. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 7.08. AMENDMENTS AND WAIVERS.
(a) This Agreement may not be amended or modified except by an
instrument in writing signed by the parties hereto.
(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 7.09. GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by, and construed in accordance with, the Laws of the State of New
York. All actions and proceedings arising out of or relating to this Agreement
shall be heard and determined in a New York state or federal court sitting in
the City of New York, and the parties hereto hereby irrevocably submit to the
exclusive jurisdiction of such courts in any such action or proceeding and
irrevocably waive the defense of an inconvenient forum to the maintenance of any
such action or proceeding. Each party agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court.
SECTION 7.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 7.11. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile shall be as effective as delivery of a manually executed counterpart
of this Agreement.
SECTION 7.12. NO PRESUMPTION. This Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to the
drafted.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.
U-C HOLDINGS, L.L.C.
By: Xxxxxx Xxxxx & Partners, L.P.
Its: Managing Member
By: Xxxxxx Xxxxx & Partners, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
XXXXXX XXXXX & PARTNERS, L.P.
By: Xxxxxx Xxxxx & Partners, L.L.C.
Its: General Partner
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director
VIACOM INTERNATIONAL INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Deputy
General Counsel and
Assistant Secretary
MTV NETWORKS ON CAMPUS INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and
Assistant Secretary
APPENDIX I
-------------------------------------------------------------------------------------------
SELLER SERIES A SELLER SERIES B
MAJORITY STOCKHOLDER SELLER COMMON STOCK PREFERRED STOCK PREFERRED STOCK
-------------------------------------------------------------------------------------------
U-C HOLDINGS, L.L.C. 1,929,435 2,176,664 266,666
-------------------------------------------------------------------------------------------
EXHIBIT A
WRITTEN CONSENT OF THE MAJORITY STOCKHOLDER
The undersigned (the "MAJORITY STOCKHOLDER"), being the holder of
1,929,435 shares of common stock, $0.03 per share ("SELLER COMMON STOCK"), of
CTN Media Group, Inc., a Delaware corporation ("SELLER"), 2,176,664 shares of
Series A Preferred Stock, par value $0.001 per share, of Seller ("SELLER SERIES
A PREFERRED STOCK") and 266,666 shares of Series B Preferred Stock, par value
$0.001 per share, of Seller ("SELLER SERIES B PREFERRED STOCK"), which
constitute (1) a majority of the voting power of the outstanding shares of
Seller Common Stock, Seller Series A Preferred Stock and Seller Series B
Preferred Stock, (2) a majority of the outstanding shares of Seller Series A
Preferred Stock and (3) a majority of the outstanding shares of Seller Series B
Preferred Stock, in accordance with Section 228 of the General Corporation Law
of the State of Delaware, hereby irrevocably consents to the adoption of the
following resolutions as if such resolutions had been adopted at a duly convened
meeting of the stockholders of Seller:
NOW, THEREFORE, BE IT
RESOLVED, that the Asset Purchase Agreement, dated as of September
[19], 2002 (the "PURCHASE AGREEMENT"), by and among Seller, Viacom International
Inc., a Delaware corporation ("PARENT") and MTV Networks on Campus Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("BUYER"), pursuant
to which, among other things, Buyer shall purchase from Seller and Seller shall
sell to Buyer substantially all of the property and assets of the Business (as
defined in the Purchase Agreement) and, in connection therewith, Buyer shall
assume certain specified liabilities of Seller related to the Business, be, and
it hereby is adopted, and the transactions contemplated by the Purchase
Agreement be, and they hereby are, approved;
RESOLVED, that the proper officers of Seller be, and each of them
acting alone hereby is directed, in the name and on behalf of Seller, to execute
and deliver, or to cause to be executed and delivered, all such other
agreements, instruments, certificates and documents, and to do or cause to be
done all such further acts and things as they deem necessary or advisable in
connection with the transactions contemplated by the Purchase Agreement and any
other agreements referred to in or contemplated by the Purchase Agreement and in
order to effectuate the purpose and intent of the foregoing resolutions; and
that any and all such actions heretofore taken on behalf of Seller in such
respects in connection with the documents referred to in these resolutions and
the transactions contemplated thereby are hereby ratified, approved and
confirmed as the act and deed of Seller; and
RESOLVED FURTHER, that any and all actions of any officer or director
of Seller heretofore taken in any connection whatsoever with the transactions
contemplated by the Purchase Agreement be, and they hereby are, ratified,
approved and confirmed in all respects.
