THIS FIFTH AMENDMENT, dated as of November 28, 2000 (this "AGREEMENT") is between CTN
MEDIA GROUP, INC. a Delaware corporation f/k/a College Television Network, Inc. (the "BORROWER"),
and LASALLE BANK NATIONAL ASSOCIATION ("LENDER").
W I T N E S S E T H
The Borrower and Lender are parties to that certain Credit Agreement dated as of July 26, 1999, as amended
by that certain First Amendment to Credit Agreement dated as of August 31, 1999, that certain Second
Amendment to Credit Agreement dated as of October 15, 1999, that certain Third Amendment to Credit
Agreement dated as of June 5, 2000, and that certain Lender Waiver, Consent and Fourth Amendment dated as
of November 7, 2000 (as so amended and from time to time hereafter amended, restated, supplemented and in
effect, the "CREDIT AGREEMENT"; capitalized terms not otherwise defined herein shall have the definition
provided therefor in the Credit Agreement) and to certain other documents executed in connection with the
Borrower and UC Holdings have requested that Lender extend the Termination Date to January 31, 2001 from
December 29, 2000.
NOW, THEREFORE, in consideration of the foregoing premises (which are incorporated herein by this
reference thereto), to induce Lender to extend the Termination Date as described above, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Effective upon satisfaction of the conditions precedent set
forth in Section 4 below, and in reliance upon the representations and warranties of the Borrower set forth in the
Credit Agreement and in this Agreement, the Borrower and Lender agree that Section 1.1 of the Credit
Agreement is hereby amended by deleting the date "December 29, 2000 appearing in clause "a" of the definition
of "Termination Date" contained in said section and substituting the date "January 31, 2001" in lieu thereof.