EXHIBIT 10.1
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STANDBY STOCK PURCHASE AGREEMENT
THIS STANDBY STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of July 2, 1998, by and between College Television Network,
Inc., a Delaware corporation (the "Company"), and U-C Holdings, L.L.C., a
Delaware limited liability company (the "Purchaser").
WITNESSETH:
WHEREAS, the Company anticipates issuing to its stockholders holding Common
Stock on July 17, 1998 (the "Record Date"), subscription rights (the "Rights")
to subscribe for and purchase an aggregate of 6,250,000 shares (the "Rights
Shares") of the Company's Common Stock, $.005 par value per share (the "Common
Stock"), at the per share price (the "Subscription Price") of $1.60 (the "Rights
Offering"); and
WHEREAS, in connection with the Rights Offering, the Purchaser agrees,
pursuant to the terms and conditions hereof, to purchase and the Company agrees,
pursuant to the terms and conditions hereof, to sell and issue at the
Subscription Price to the Purchaser (i) all Rights Shares which the Purchaser is
eligible to subscribe for by virtue of its ownership of Common Stock on the
Record Date and (ii) any and all Rights Shares not subscribed for by the holders
of the Rights;
WHEREAS, in consideration for the above-referenced agreements of the
Purchaser set forth herein, the Company has agreed to issue to the Purchaser a
Class C Warrant to purchase an additional 152,100 shares of Common Stock at the
Subscription Price;
WHEREAS, the Purchaser and the Company desire to enter into this Agreement
regarding (i) the issuance, sale and purchase of the Purchase Shares (as defined
herein) and the Standby Shares (as defined herein) and (ii) the issuance of the
Class C Warrant (as defined herein);
NOW, THEREFORE, in and for consideration of the premises, and other good
and valuable consideration the receipt and sufficiency of all of which is hereby
acknowledged, intending to be legally bound, the parties agree as follows:
I. CERTAIN DEFINITIONS.
A. Capitalized terms not otherwise defined herein have the meanings
ascribed to them in the Prospectus contained in the Company's Registration
Statement (as defined below).
B. The following terms have the meanings specified:
"Class C Warrant" shall mean the Class C Warrant No. C-2 to be issued to
the Purchaser to purchase 152,100 shares of Common Stock, subject to
adjustment, in the form of Exhibit "A" attached hereto.
"Common Stock" shall mean the Common Stock, $.005 par value per share, of
the Company.
"Commission" means the United States Securities and Exchange Commission.
"Prospectus" means the prospectus constituting a part of the Registration
Statement (including all information incorporated therein by reference), as
from time to time amended or supplemented. If any revised prospectus shall
be filed by the Company at the Commission on or after the Effective Date of
the Registration Statement, the term "Prospectus" shall refer to each such
revised prospectus from and after the time it is first used.
"Registration Statement" means the registration statement filed by the
Company with the Commission on Form S-3, including all exhibits thereto,
and as the same may be amended (at the date on which it became or becomes
effective) and, in the event any post-effective amendment thereto is filed
with the Commission prior to the Closing Date (as defined herein), the term
"Registration Statement" shall also mean such registration statement as so
amended.
II. PURCHASE AND SALE OF SHARES; ISSUANCE OF WARRANT.
Subject to the terms and conditions herein set forth, the Company hereby
agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to
purchase from the Company, at the Subscription Price, (a) all of the 4,536,593
shares of Common Stock issuable to the Purchaser upon exercise of the
nontransferable subscription rights distributed to the Purchaser pursuant to the
Rights Offering (the "Purchase Shares"), and (b) up to 1,713,407 shares of the
Common Stock (the "Standby Shares"), with the exact number of the Standby Shares
to be calculated by subtracting (i) the number of Rights Shares sold pursuant to
the Rights Offering (including pursuant to the Oversubscription Privilege) from
(ii) the 6,250,000 Rights Shares available for sale pursuant to the Rights
Offering. Subject to the terms and conditions herein set forth, the Company
hereby agrees to issue to the Purchaser, and the Purchaser does hereby subscribe
for and accept from the Company, the Class C Warrant issuable to the Purchaser
at the Closing (hereinafter defined).
III. THE CLOSING.
The Purchaser shall subscribe for and purchase the Purchase Shares within
the time period prior to the expiration of the Rights Offering set forth in the
Prospectus. As soon as practicable following its determination of the number of
Rights Shares subject to Rights that expire without being exercised, the Company
shall notify the Purchaser of the number of Standby Shares, if any, to be
purchased by the Purchaser. The delivery of and payment for the Standby Shares
(the "Closing"), if any, and the delivery of the Class C Warrant shall occur on
the fifth business day following the Expiration Date (or such later date as the
Company and the Purchaser may agree, the "Closing Date") at the office of
Xxxxxx, Xxxxxxx & Xxxxxx, L.L.P., 1600 Atlanta Financial Center, 0000 Xxxxxxxxx
Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m. Atlanta time (the "Closing
Time").
IV. DELIVERY OF THE STANDBY SHARES.
At the Closing, (a) the Standby Shares, registered in the name of the
Purchaser or such nominee(s) as the Purchaser may have specified in writing,
shall be delivered by or on behalf of the Company to the Purchaser, for the
Purchaser's account, against delivery by the Purchaser of the aggregate
Subscription Price therefor in immediately available funds in the form of one or
more certified checks or a wire transfer to an account designated by the
Company, and (b) the Class C Warrant, registered in the name of the Purchaser,
shall be delivered by or on behalf of the Company to the Purchaser.
V. CLOSING CONDITIONS.
The obligation of the Company to consummate its issuance and sale of the
Purchase Shares, the Standby Shares and the Class C Warrant, and the obligation
of the Purchaser to consummate its purchase of the Purchase Shares and the
Standby Shares and to accept the Class C Warrant, shall be subject to the
conditions that (1) no litigation or governmental action shall be pending
challenging or seeking to enjoin the Rights Offering which, in the judgment of
the Company or the Purchaser, makes it inadvisable to proceed with the Rights
Offering and (2) no stop order suspending the effectiveness of the Registration
Statement or any amendment or supplement thereto shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission.
VI. WAIVER OF REGISTRATION RIGHTS.
The Purchaser hereby waives any and all registration rights to which the
Purchaser may be entitled by virtue of the filing of the Registration Statement,
pursuant to that certain Registration Rights Agreement, dated as
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of April 25, 1997, between the Company and the Purchaser. This waiver of
registration rights shall not affect any rights which the Purchaser may have
with respect to any subsequently filed registration statement or otherwise.
VII. ENTIRE AGREEMENT.
This Agreement represents the entire understanding of the parties with
respect to the matters addressed herein and supersedes all prior written and
oral understandings concerning the subject matter hereof.
VII. EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such respective counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, and intending to be legally bound, the Company and the
Purchaser has each signed or caused to be signed its name as of the day and year
first above written.
COLLEGE TELEVISION NETWORK, INC. U-C HOLDINGS, L.L.C.
By:/s/ Xxxxx Xxxxx By: XXXXXX XXXXX & PARTNERS, L.P.
------------------------------ Its: Managing Member
Xxxxx Xxxxx
Chairman and Chief Executive Officer By: Xxxxxx Xxxxx & Partners, L.L.C.
Its: General Partner
By: /s/ Avy X. Xxxxx
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Avy X. Xxxxx
Its: Manager
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