SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • May 15th, 2002 • CTN Media Group Inc • Television broadcasting stations • Illinois
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this 4th day of February, 2002, 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.
PAYMENT AGREEMENT AND GENERAL RELEASEPayment Agreement and General Release • May 15th, 2002 • CTN Media Group Inc • Television broadcasting stations • Delaware
THIS PAYMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”) is made and entered into as of April 11, 2002 by and among U-C Holdings, L.L.C., a Delaware limited liability company (“Holdings”), CTN Media Group, Inc., a Delaware corporation (the “Company”), and Neil H. Dickson (“Executive”). Holdings, 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 Holdings.
TERMINATION AND PURCHASE AGREEMENTTermination and Purchase Agreement • May 15th, 2002 • CTN Media Group Inc • Television broadcasting stations • Delaware
THIS TERMINATION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 4, 2002 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 Daniel D. Davenport (“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.
ContractSubordinated Promissory Note • May 15th, 2002 • CTN Media Group Inc • Television broadcasting stations • New York
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 dated as of February 4, 2002 among Purchaser (as defined below), the Company (as defined below) and LaSalle Bank National Association, to the indebtedness (including interest) owed by the Company pursuant to that certain Amended and Restated Credit Agreement dated as of August 14, 2001 among the Company and LaSalle Bank National Association, 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 and Intercreditor Agreement; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination and Intercreditor Agreement.
