SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 29
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE NOSTALGIA NETWORK, INC.
(Name of Issuer)
Common Stock, $.04 par value
(Title of Class of Securities)
669 752107
(CUSIP Number)
Dong Moon Joo, President
Concept Communications, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
(202) 789-2124
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Arthur E. Cirulnick
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5601
(202) 452-8600
February 20, 1996
(Date of Event which Requires Filing
of this Statement)
Check the following box if a fee is being paid with this Statement:
[ ]<PAGE>
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Concept Communications, Inc.
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
AF (Crown Communications Corporation)
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 14,645,432 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0
PERSON
WITH 9. Sole Dispositive Power
14,645,432 shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO<PAGE>
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Crown Communications Corporation
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0
OWNED BY
EACH 8. Shared Voting Power
REPORTING 14,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
0
10. Shared Dispositive Power
14,645,432 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO<PAGE>
CUSIP No. 669 752107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Crown Capital Corporation
2. Check the appropriate box if a member of a group
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
AF (Crown Communications Corporation)
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0
OWNED BY
EACH 8. Shared Voting Power
REPORTING 14,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
0
10. Shared Dispositive Power
14,645,432 shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
14,645,432 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.6%
14. Type of Reporting Person
CO<PAGE>
This Amendment No. 29 amends and supplements the
statement on Schedule 13D (the "Schedule 13D") filed by
Concept Communications, Inc., a Delaware corporation
("Concept"), Crown Communications Corporation, a Delaware
corporation ("Communications") and Crown Capital
Corporation, a Delaware corporation ("Capital"), relating to
the Common Stock, par value $.04 per share (the "Common
Stock"), of The Nostalgia Network, Inc., a Delaware
corporation (the "Issuer"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the
Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby amended and supplemented by adding
thereto the following:
Pursuant to the Revised February 1996 Debt Extension
Letter (as defined below), Concept has proposed to loan the
Issuer an additional $1,000,000. Upon the consummation of
the Settlement Agreement (as defined below), Concept will
pay to the Estate $1,050,000 in full settlement of all
claims the Estate has against Concept and for the transfer
by the Estate to Concept of 456,409 shares of Common Stock
and 1,250 shares of Preferred Stock. Upon the consummation
of the Allied Stock Purchase Agreement (as defined below),
Concept will purchase 170,000 shares of Common Stock from
Allied for $153,000. The funds for such transactions would
be obtained by Concept from Communications, which would
borrow the same amount of funds from Atlantic Video pursuant
to the Communications/AVI Promissory Note and the Restated
Security Agreement. The Reporting Persons understand from
Atlantic Video that all or substantially all of the amounts
loaned by Atlantic Video to Communications would be obtained
by Atlantic Video as proceeds of a loan from One-Up, which
would obtain those funds as proceeds of a loan from UCI.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by deleting
the last paragraph under the caption "Certain Loans to
the Issuer." and adding thereto the following:
Certain Loans to the Issuer.
On February 20, 1996, Concept delivered to the Issuer a
letter (the "February 1996 Debt Extension Letter") offering
to extend the maturity date of the outstanding loans owed to
Concept (which have an aggregate principal amount of
$11,000,000) to May 1, 1996. According to the proposed
terms of the February 1996 Debt Extension Letter, the
outstanding loans would continue to accrue interest from
February 1, 1996, at the increased interest rate specified
in each of the promissory notes; provided, that the December
1994 Promissory Note would accrue interest at the rate
provided for in the December 1994 Promissory Note as
increased by the terms of the March 1995 Letter Agreement.
The February 1996 Debt Extension Letter also proposes to
amend the Security Agreement executed in conjunction with
the January 1996 Promissory Note to secure, pursuant to the
Security Agreement, all the loans owed to Concept, as well
as all other obligations of the Issuer to Concept.
The February 1996 Debt Extension Letter offers the
Issuer an additional loan in the principal amount of
$1,000,000 due May 1, 1996. The proposed loan would accrue
interest at a rate of 4.89% per annum through the maturity
date. If the proposed loan is not repaid on or prior to the
maturity date, the loan will thereafter accrue interest at a
rate of 6.89% per annum. The proposed loan would be secured
under the Security Agreement. The February 1996 Debt
Extension Letter supersedes another letter from Concept to
the Issuer of even date. A copy of such superseded letter
is filed as Exhibit 29.0 hereto and is incorporated herein
by reference.
After continuing discussions between representatives of
the Issuer and representatives of Concept, on February 26,
1996, Concept delivered to the Issuer a revised letter (the
"Revised February 1996 Debt Extension Letter"). The Revised
February 1996 Debt Extension Letter has substantially the
same terms and conditions as the February 1996 Debt
Extension Letter, except that the Revised February 1996 Debt
Extension Letter offers to extend the maturity date of the
outstanding loans owed to Concept (which have an aggregate
principal amount of $11,000,000) to October 1, 1996.
The proposed promissory note attached to the Revised
February 1996 Debt Extension Letter indicates that the
Issuer is seeking to negotiate an equity investment
transaction with Concept or a third party of not less than
$12,000,000 (the principal amount of the Issuer's
outstanding loans owed to Concept upon the issuance of such
promissory note). In the event that Concept and the Issuer
reach agreement on the terms of such equity investment by
Concept in the Issuer, Concept would convert the principal
amount of such outstanding loans into equity of the Issuer.
Upon such conversion, (i) the principal amount of such loans
(excluding any interest thereon) would become equity of the
Issuer, and (ii) the Issuer would issue a new promissory
note in the principal amount equal to all the then
outstanding accrued interest on the Issuer's outstanding
loans (at an interest rate equal to the rate of the then
published interest rate on six month United States treasury
bills).
The foregoing description of the February 1996 Debt
Extension Letter and the Revised 1996 Debt Extension Letter
is qualified in its entirety by the text of the February
1996 Debt Extension Letter and the Revised 1996 Debt
Extension Letter, which are attached hereto as Exhibits 29.1
and 29.2 respectively and are incorporated herein by
reference.
Item 4 is hereby further amended by deleting the
information set forth under the caption "Proposed
Settlement." and by adding in lieu thereof the following:
Settlement.
Concept, the Bankruptcy Trustee, Allied and M/A Burgers
entered into a Settlement Agreement and Mutual Release dated
as of January 26, 1996, relating to the settlement of the
various disputes among them (the "Settlement Agreement").
Pursuant to the Settlement Agreement, (i) Concept will
pay to the Estate $1,050,000 in full settlement of all
claims which the Estate has against Concept, (ii) the
Bankruptcy Trustee will transfer to Concept 456,409 shares
of the Common Stock and 1,250 shares of the Preferred Stock
and relinquish its claim against Concept relating to the
purchase of M/A Burger Shares by Concept (which purchase the
Bankruptcy Trustee was attempting to set aside in the
Bankruptcy Action), (iii) Concept and the Estate will
release all claims which either of them has against the
other, (iv) the Bankruptcy Trustee will transfer to Allied
the Estate's interest in 1,170,000 shares of the Common
Stock, (v) Allied will waive its claim to a security
interest in 1,335,676 shares of the Common Stock and 1,250
shares of the Preferred Stock owned by the Estate and (vi)
the Shareholders Agreement and the Vote Pooling Agreement
will terminate.
In connection with the execution of the Settlement
Agreement, Concept and Allied entered into a Stock Purchase
Agreement (the "Allied Stock Purchase Agreement"). Pursuant
to the Allied Stock Purchase Agreement, Concept will
purchase 170,000 shares of the 1,170,000 shares of Common
Stock transferred to Allied by the Bankruptcy Trustee for
$.90 per share or $153,000 in the aggregate. Pursuant to
the Allied Stock Purchase Agreement, prior to the closing
thereof, Concept and Allied will enter into an option
agreement (the "Allied Option Agreement"), pursuant to which
Allied will grant Concept an option to purchase the
remaining 1,000,000 of the 1,170,000 shares of the Common
Stock transferred to Allied by the Bankruptcy Trustee at an
initial option price of $.90 per share, which option price
will increase over time to a maximum of $1.10 per share. In
the event that Concept has not exercised its option within
18 months after the date the Allied Option Agreement becomes
effective, Allied would have the right, at any time during
the following six months, to put such 1,000,000 shares of
Common Stock to Concept at a price of $1.20 per share.
Concept's option to purchase and Allied's put with respect
to such 1,000,000 shares of Common Stock are together
referred to herein as the "Allied Option." During the
duration of the Allied Option, Concept will have an
irrevocable proxy to vote such 1,000,000 shares of the
Common Stock which are the subject of the Allied Option.
Pursuant to the Settlement Agreement, the Bankruptcy
Trustee, Concept, Allied and M/A Burgers would release all
claims which any of them has against the other and all
litigation among those parties would be dismissed with
prejudice.
The Settlement Agreement was approved by the Bankruptcy
Court on February 22, 1996. However, the obligations of
Concept, the Bankruptcy Trustee, Allied and M/A Burgers
under the Settlement Agreement are subject to the condition
precedent that Concept and the Issuer shall have executed a
separate settlement agreement with Tiger. As of the date of
this Amendment No. 29, such separate settlement agreement
has not been executed by such parties.
The foregoing descriptions of the Settlement Agreement,
the Allied Stock Purchase Agreement and the Allied Option
Agreement are qualified in their entirety by the text of the
Settlement Agreement and the Allied Stock Purchase Agreement
(which includes the form of the Allied Option Agreement)
which are attached hereto as Exhibit 29.3 and 29.4
respectively and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5 (a) and (b) are hereby amended by deleting the
information set forth thereunder and by adding in lieu
thereof the following:
(a)-(b) The following table sets forth informa-
tion with respect to the shares of the Common Stock
beneficially owned by the Reporting Persons as of the close
of business on February 23, 1996:
<TABLE>
<CAPTION>
Name Aggregate Number Percentage Sole Power
of Shares of Class <F1> to Vote or
Beneficially or Direct
Owned Vote
<S> <C> <C> <C>
Concept 14,645,432<F2> 70.6% 14,645,432<F2>
Communications 14,645,432<F2> 70.6% 0
Capital 14,645,432<F2> 70.6% 0
Name Shared Power Sole Power Shared Power
to Vote or to Dispose to Dispose or
Direct Vote or Direct or Direct
Disposition Disposition
<S> <C> <C> <C>
Concept 0 14,645,432<F2> 0
Communications 14,645,432<F2> 0 14,645,432<F2>
Capital 14,645,432<F2> 0 14,645,432<F2>
<FN>
<F1> Computed on the basis of 20,739,376 shares of the Common
Stock outstanding (20,274,371 shares of the Common Stock
reported to be outstanding in the Issuer's Form 10-Q for
the quarter ended September 30, 1995 and assuming the
conversion of the Preferred Stock owned by Concept and the
exercise of the Tiger Warrant by Concept).
<F2> Includes 13,180,427 shares of the Common Stock and 2,500
shares of the Preferred Stock (each share convertible into
100 shares of the Common Stock) owned by Concept, 1,000,000
shares of the Common Stock that may be acquired pursuant to
the Allied Option and 215,005 shares of the Common Stock
that may be acquired by Concept pursuant to the Tiger
Warrant.
</FN>
</TABLE>
None of Ms. Spurgin and Messrs. Joo, Hugel, Sebold,
Seubert, Cooperrider, Morton, Wojcik, Salonen, Ward, Guerra
and McDevitt beneficially owns shares of the Common Stock or
the Preferred Stock.
Item 5(c) is hereby amended and supplemented by
incorporating the information set forth in Item 4 under the
heading "Settlement." in this Amendment No. 29.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented by
incorporating herein the information set forth under Item 4
in this Amendment No. 29.
Item 6 is hereby further amended and supplemented by
deleting the information set forth under the caption
"Arrangements with Tiger Communications Company, L.P." and
by adding in lieu thereof the following:
Arrangements with Tiger Communications Company, L.P.
As of February 22, 1994, Concept and Tiger
Communications Company, L.P. ("Tiger") entered into a
Purchase Agreement (the "Purchase Agreement") pursuant to
which Concept acquired from Tiger (i) an aggregate of
4,322,324 shares of the Common Stock (the "Tiger Shares")
and (ii) a warrant to purchase up to 365,005 shares of the
Common Stock at a price of $2.00 per share on or before May
15, 1997 (the "Tiger Warrant"). The Purchase Agreement
provides that Concept acquired all of Tiger's rights under a
Registration Rights Agreement by and between the Issuer and
Tiger dated on or about February 24, 1992, as the same has
been amended to date (the "Registration Rights Agreement"),
with respect to the Tiger Shares and the shares of the
Common Stock underlying the Tiger Warrant. As of the date
hereof, Concept has purchased 150,000 shares of the Common
Stock underlying the Tiger Warrant and there remains 215,005
shares of the Common Stock that may be acquired by Concept
pursuant to the unexercised portion of the Tiger Warrant.
As part of the Purchase Agreement, under certain
circumstances, Concept might be required to pay to Tiger up
to an additional $700,000. This potential obligation would
be dismissed upon the execution of a separate settlement
agreement among Concept, the Issuer and Tiger in connection
with the Settlement Agreement described in Item 4 hereof.
As of the date of this Amendment No. 29, such separate
settlement agreement has not been executed by such parties.
The Registration Rights Agreement generally
provides that, from February 24, 1993 to February 24, 1997,
Tiger, or its designee, may demand that the Issuer effect
the registration under the Securities Act of 1933, as
amended, of no less than 500,000 shares of the Common Stock
held by Tiger. Tiger, or its designee, may make two such
demands. Tiger, or its designee, is also entitled to
request that the Issuer include securities held by Tiger, or
its designee, in certain registrations by the Issuer of its
securities.
Item 7. Items to be Filed as Exhibits
Exhibit Description
29.0 Letter, dated February 20, 1996, from Concept
Communications, Inc., to the Nostalgia Network,
Inc.
29.1 Letter, dated February 20, 1996, from Concept
Communications, Inc., to the Nostalgia Network,
Inc.
29.2 Letter, dated February 26, 1996, from Concept
Communications, Inc., to the Nostalgia Network,
Inc.
29.3 Settlement Agreement and Mutual Release entered
into January 26, 1996, by and among Richard K.
Diamond, as Chapter 7 Trustee of the Bankruptcy
Estate of Gold'N M Television, Inc., a Delaware
corporation, Concept Communications, Inc., a
Delaware corporation, Allied Cellular Systems,
Inc., a Delaware corporation, and M/A Burgers,
Inc., a California corporation.
29.4 Stock Purchase Agreement dated as of January 26,
1996 by and between Concept Communications, Inc.,
a Delaware corporation, and Allied Cellular
Systems, Inc., a Delaware corporation.<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned hereby certifies
that the information set forth in this amendment is true,
complete and correct.
Dated: February 28, 1996
CONCEPT COMMUNICATIONS, INC.
/s/ MICHAEL SEBOLD
By: Michael Sebold, Secretary
CROWN COMMUNICATIONS CORPORATION
/s/ MICHAEL SEBOLD
By: Michael Sebold, Vice
President and Secretary
CROWN CAPITAL CORPORATION
/s/ MICHAEL SEBOLD
By: Michael Sebold, Vice
President and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
29.0 Letter dated February 20, 1996, from
Concept Communications, Inc., to the
Nostalgia Network, Inc.
29.1 Letter dated February 20, 1996, from
Concept Communications, Inc., to the
Nostalgia Network, Inc.
29.2 Letter dated February 26, 1996, from
Concept Communications, Inc., to the
Nostalgia Network, Inc.
29.3 Settlement Agreement and Mutual Release
entered into January 26, 1996, by and
among Richard K. Diamond, as Chapter 7
Trustee of the Bankruptcy Estate of Gold'N
M Television, Inc., a Delaware corporation,
Concept Communications, Inc., a Delaware
corporation, Allied Cellular Systems, Inc.,
a Delaware corporation, and M/A Burgers,
Inc., a California corporation.
29.4 Stock Purchase Agreement dated as of
January 26, 1996 by and between Concept
Communications, Inc., a Delaware
corporation, and Allied Cellular Systems,
Inc., a Delaware corporation.
CONCEPT COMMUNICATIONS, INC.
650 Massachusetts Ave. N.W., Suite 200, Washington, D.C. 20001
Telephone: (202) 789-2124 Fax: (202) 408-8891
February 20, 1996
BY COURIER
The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001-3744
Dear Sirs:
Concept Communications, Inc. ("Concept") is currently in
possession of certain outstanding promissory notes issued by The
Nostalgia Network, Inc. ("Nostalgia") in favor of Concept in
total principal amount of Eleven Million Dollars ($11,000,000).
Concept hereby agrees to extend the maturity date of each of
these promissory notes under the following terms and conditions:
1. Other provisions in any of the promissory notes
notwithstanding, the full amount of principal and accrued
interest on all of the promissory notes shall be due and
payable in full on May 1, 1996.
2. Other provisions in any other document notwithstanding, each
of the promissory notes providing for an increased rate of
interest upon maturity will continue to accrue interest from
February 1, 1996, at the increased rate specified in each
note. The particular promissory note issued to Concept
December 16, 1994, in the principal amount of $2,500,000,
will continue to accrue interest at the rate provided in
that promissory note, as modified in a letter agreement
between Concept and Nostalgia dated March 29, 1995.
3. The first paragraph of Subsection A of Section 1 of that
certain Security Agreement between Concept and Nostalgia
dated January 4, 1996, is hereby amended to read as follows:
"1. The Security Interests.
A. In order to secure the due and punctual payment of (i)
the Note (and all sums which may be owed thereunder) in
accordance with the terms thereof, as the Note may be
amended from time to time, and (ii) any other
promissory notes issued by Debtor and held by Secured
Party, and any other obligations (contractual or
otherwise) of Debtor to Secured Party, Debtor hereby
grants to Secured Party a continuing security interest
in the following (hereinafter collectively called the
"Collateral"):"
Please indicate your acceptance of the terms hereof by
executing this agreement where indicated below.
Very truly yours,
CONCEPT COMMUNICATIONS, INC.
By: /s/ WERNER G. SEUBERT
Werner G. Seubert, Vice-president
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
By:
CONCEPT COMMUNICATIONS, INC.
650 Massachusetts Ave. N.W., Suite 200, Washington, D.C. 20001
Telephone: (202) 789-2124 Fax: (202) 408-8891
February 20, 1996
BY COURIER
The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001-3744
Dear Sirs:
Concept Communications, Inc. ("Concept") is currently in
possession of certain outstanding promissory notes issued by The
Nostalgia Network, Inc. ("Nostalgia") in favor of Concept in
total principal amount of Eleven Million Dollars ($11,000,000).
These particular promissory notes were issued: December 1994 in
principal amount of $2,500,000, March 1995 in principal amount of
$4,000,000, July 1995 in principal amount of $1,500,000, October
1995 in principal amount of $2,000,000 and January 1996 in
principal amount of $1,000,000 (collectively referred to herein
as the "Extended Notes"). These five promissory notes, as
modified by a letter agreement between Nostalgia and Concept
dated March 29, 1995, became due and payable in full on February
1, 1995, but remain outstanding as of this date. Nostalgia has
also requested that Concept loan it an additional One Million
Dollars ($1,000,000).
As an inducement for Concept to extend the maturity date of
the Extended Notes and as a further inducement for Concept to
loan Nostalgia One Million Dollars ($1,000,000), Nostalgia and
Concept agree as follows:
1. Other provisions in any of the Extended Notes
notwithstanding, the full amount of principal and accrued
interest on all of the Extended Notes shall be due and
payable in full on May 1, 1996.
2. Other understandings or agreements notwithstanding, each of
the Extended Notes providing for an increased rate of
interest upon maturity will continue to accrue interest from
February 1, 1996, at the increased rate specified in each
note. The particular promissory note issued to Concept
December 16, 1994, in the principal amount of $2,500,000,
will continue to accrue interest at the rate provided in
that promissory note, as modified in a letter agreement
between Concept and Nostalgia dated March 29, 1995.
3. The first paragraph of Subsection A of Section 1 of that
certain Security Agreement between Concept and Nostalgia
dated January 4, 1996, is hereby amended to read as follows:
"1. The Security Interests.
A. In order to secure the due and punctual payment of (i)
the Note (and all sums which may be owed thereunder) in
accordance with the terms thereof, as the Note may be
amended from time to time, and (ii) any other
promissory notes issued by Debtor and held by Secured
Party, and any other obligations (contractual or
otherwise) of Debtor to Secured Party, Debtor hereby
grants to Secured Party a continuing security interest
in the following (hereinafter collectively called the
"Collateral"):"
Please indicate your acceptance of the terms hereof by
executing this agreement where indicated below.
Very truly yours,
CONCEPT COMMUNICATIONS, INC.
By: /s/ WERNER G. SEUBERT
Werner G. Seubert, Vice-president
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
By:
<PAGE>
PROMISSORY NOTE
$1,000,000 Washington, D.C.
Maturity Date: May 1, 1996 February 20, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CONCEPT COMMUNICATIONS, INC., a Delaware
corporation, or any subsequent holder or holders ("Holder") of
this Promissory Note (this "Note"), at 650 Massachusetts Avenue,
N.W., Washington, D.C., 20001, or at such other place as Holder
may from time to time designate in writing, the principal sum of
One Million Dollars ($1,000,000), together with all accrued
interest on such outstanding balance, in accordance with the
terms and provisions of this Note.
1. Principal and Interest.
Interest shall accrue on the outstanding principal balance
of this Note from February 20, 1996, at the rate of four and
eighty-nine hundredths percent (4.89%) per annum, and the
principal balance together with all interest accrued thereon,
shall be payable on May 1, 1996 (the "Maturity Date"). In the
event that the principal balance and all accrued interest is not
paid on or before the Maturity Date, interest shall accrue
thereafter on all unpaid amounts at a rate increased by two
percentage points, or six and eighty-nine hundredths percent
(6.89%) per annum.
2. Payments.
All payments by Maker hereunder shall be applied (i) first
to the interest due and unpaid under this Note, and
(ii) thereafter, to any principal owing under this Note.
3. Prepayment.
Maker shall have the right to prepay, in part or in full,
without penalty, this Note (together with all accrued interest to
the date of prepayment on the amount of principal thus prepaid)
at any time or times. The purpose of this loan is to provide a
bridge until Maker is able to negotiate an equity investment not
less than the principal amount hereof. If this investment occurs
prior to the Maturity Date, Maker shall be required to prepay all
amounts owed hereunder.
4. Security.
This note is secured by a security interest in collateral
described in a certain security agreement between Payee and Maker
dated January 4, 1996 (the "Security Agreement") as modified by a
letter agreement between Payee and Maker of even date herewith
(otherwise referred to as the "Loan and Debt Extension
Agreement"). The rights and obligations of the parties with
respect to the above-mentioned collateral are stated in the
Security Agreement as modified by the Loan and Debt Extension
Agreement.
5. Waiver Regarding Notice.
Maker waives presentment, demand and presentation for
payment, protest and notice of protest, and, except as otherwise
specifically provided herein, any other notices of whatever kind
or nature, bringing of suit and diligence in taking any action to
collect any sums owing hereunder. From time to time, without in
any way affecting the obligation of Maker to pay the outstanding
principal balance of this Note and any interest accrued thereon
and fully to observe and perform the covenants and obligations of
Maker under this Note, without giving notice to, or obtaining the
consent of, Maker, and without any liability whatsoever on the
part of Holder, Holder may, at its option, extend the time for
payment of interest hereon and/or principal of this Note, reduce
the payments hereunder, release anyone liable on this Note or
accept a renewal of this Note, join in any extension or
subordination, or exercise any right or election hereunder. No
one or more of such actions shall constitute a novation or
operate to release any party liable for or under this Note,
either as Maker or otherwise.
6. Events of Default.
Each of the following shall constitute an "Event of Default"
hereunder:
a. Maker's failure to make any required payment of
principal and/or interest under this Note, or any other amount
due and payable under this Note on or before the date on which
such payment is due under this Note;
b. Maker's failure to make any required payment when
due of any other amounts owed by Maker to Holder; and
c. Maker's insolvency, general assignment for the
benefit of creditors, or the commencement by or against Maker of
any case, proceeding, or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition
of Maker's debts under any law relating to bankruptcy,
insolvency, or reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar
official for Maker or for all or any substantial part of Maker's
assets.
7. Acceleration.
Upon the occurrence of an Event of Default, Holder shall
have the right to cause the entire unpaid principal balance,
together with all accrued interest thereon, reasonable attorneys'
and paralegals' fees and all fees, charges, costs and expenses,
if any, owed by Maker to Holder, to become immediately due and
payable in full by giving written notice to Maker.
8. Remedies.
Upon the occurrence of an Event of Default, Holder may avail
itself of any legal or equitable rights which Holder may have at
law or in equity or under this Note, including, but not limited
to, the right to accelerate the indebtedness due under this Note
as described in the preceding sentence. The remedies of Holder
as provided herein shall be distinct and cumulative, and may be
pursued singly, successively or together, at the sole discretion
of Holder, and may be exercised as often as occasion therefor
shall arise. Failure to exercise any of the foregoing options
upon the occurrence of an Event of Default shall not constitute a
waiver of the right to exercise the same or any other option at
any subsequent time in respect to the same or any other Event of
Default, and no single or partial exercise of any right or remedy
shall preclude other or further exercise of the same or any other
right or remedy. Holder shall have no duty to exercise any or
all of the rights and remedies herein provided or contemplated.
The acceptance by Holder of any payment hereunder that is less
than payment in full of all amounts due and payable at the time
of such payment shall not constitute a waiver of the right to
exercise any of the foregoing rights or remedies at that time, or
nullify any prior exercise of any such rights or remedies without
the express written consent of Holder.
9. Expenses of Collection.
If this Note is referred to an attorney for collection,
whether or not suit has been filed or any other action instituted
or taken to enforce or collect under this Note, Maker shall pay
all of Holder's costs, fees (including reasonable attorneys' and
paralegals' fees) and expenses in connection with such referral.
10. Governing Law.
The provisions of this Note shall be governed and construed
according to the law of the District of Columbia, without giving
effect to its conflicts of laws provisions.
11. No Waiver.
Neither any course of dealing by Holder nor any failure or
delay on its part to exercise any right, power or privilege
hereunder shall operate as a waiver of any right or remedy of
Holder hereunder unless said waiver is in writing and signed by
Holder, and then only to the extent specifically set forth in
said writing. A waiver as to one event shall not be construed as
a continuing waiver by Holder or as a bar to or waiver of any
right or remedy by Holder as to any subsequent event.
12. Notices.
a. All notices hereunder shall be in writing and shall
either be hand delivered, with receipt therefor, or sent by
Federal Express or similar courier, with receipt therefor, or by
certified or registered mail, postage prepaid, return receipt
requested, as follows:
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
If to Holder: Concept Communications, Inc.
650 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20001
Notices shall be effective when received; provided, however, that
if any notice sent by courier or by certified or registered mail
is returned as undeliverable, such notice shall be deemed
effective when mailed or given to such courier.
b. Either of the foregoing persons may change the
address to which notices are to be delivered to it hereunder by
giving written notice to the others as provided in this Paragraph
13.
13. Severability.
In the event that any one or more of the provisions of this
Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Note, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.
14. Limitations of Applicable Law.
In the event the operation of any provision of this Note
results in an effective rate of interest transcending the limit
of the usury or any other law applicable to the loan evidenced
hereby, all sums in excess of those lawfully collectible as
interest for the period in question shall, without further
agreement or notice by any party to this Note, be applied to the
unpaid principal balance of this Note immediately upon receipt of
such monies by Holder, with the same force and effect as though
Maker had specifically designated such extra sums to be so
applied to the unpaid principal balance and Holder had agreed to
accept such extra payment(s) as a prepayment.
15. Captions.
The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note
or in any way affect its provisions.
16. Debtor-Creditor Relationship.
Holder shall in no event be construed for any purpose to be
a partner, joint venturer or associate of Maker, it being the
sole intention of the parties to establish a relationship of
debtor and creditor.
17. Time of the Essence.
It is expressly agreed that time is of the essence in the
performance of the obligations set forth in this Note.
IN WITNESS WHEREOF, Maker has executed this Promissory Note
on this twentieth day of February, 1996, pursuant to due
authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
_____________________________ By:___________________________
Daniel C. Holdgreiwe Jack Heim
Secretary President
CONCEPT COMMUNICATIONS, INC.
650 Massachusetts Ave. N.W., Suite 200, Washington, D.C. 20001
Telephone: (202) 789-2124 Fax: (202) 408-8891
February 26, 1996
BY COURIER
The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001-3744
Dear Sirs:
Concept Communications, Inc. ("Concept") is currently in
possession of certain outstanding promissory notes issued by The
Nostalgia Network, Inc. ("Nostalgia") in favor of Concept in
total principal amount of Eleven Million Dollars ($11,000,000).
These particular promissory notes were issued: December 1994 in
principal amount of $2,500,000, March 1995 in principal amount of
$4,000,000, July 1995 in principal amount of $1,500,000, October
1995 in principal amount of $2,000,000 and January 1996 in
principal amount of $1,000,000 (collectively referred to herein
as the "Extended Notes"). These five promissory notes, as
modified by a letter agreement between Nostalgia and Concept
dated March 29, 1995, became due and payable in full on February
1, 1995, but remain outstanding as of this date. Nostalgia has
also requested that Concept loan it an additional One Million
Dollars ($1,000,000).
As an inducement for Concept to extend the maturity date of
the Extended Notes and as a further inducement for Concept to
loan Nostalgia One Million Dollars ($1,000,000), Nostalgia and
Concept agree as follows:
1. Other provisions in any of the Extended Notes
notwithstanding, the full amount of principal and accrued
interest on all of the Extended Notes shall be due and
payable in full on October 1, 1996.
2. Other understandings or agreements notwithstanding, each of
the Extended Notes providing for an increased rate of
interest upon maturity will continue to accrue interest from
February 1, 1996, at the increased rate specified in each
note. The particular promissory note issued to Concept
December 16, 1994, in the principal amount of $2,500,000,
will continue to accrue interest at the rate provided in
that promissory note, as modified in a letter agreement
between Concept and Nostalgia dated March 29, 1995.
3. The first paragraph of Subsection A of Section 1 of that
certain Security Agreement between Concept and Nostalgia
dated January 4, 1996, is hereby amended to read as follows:
"1. The Security Interests.
A. In order to secure the due and punctual payment of (i)
the Note (and all sums which may be owed thereunder)
inaccordance with the terms thereof, as the Note may be
amended from time to time, and (ii) any other
promissory notes issued by Debtor and held by Secured
Party, and any other obligations (contractual or
otherwise) of Debtor to Secured Party, Debtor hereby
grants to Secured Party a continuing security interest
in the following (hereinafter collectively called the
"Collateral"):"
Please indicate your acceptance of the terms hereof by
executing this agreement where indicated below.
Very truly yours,
CONCEPT COMMUNICATIONS, INC.
By: /s/ WERNER G. SEUBERT
Werner G. Seubert, Vice-president
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
By:
<PAGE>
PROMISSORY NOTE
$1,000,000 Washington, D.C.
Maturity Date: October 1, 1996 February 26, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CONCEPT COMMUNICATIONS, INC., a Delaware
corporation, or any subsequent holder or holders ("Holder") of
this Promissory Note (this "Note"), at 650 Massachusetts Avenue,
N.W., Washington, D.C., 20001, or at such other place as Holder
may from time to time designate in writing, the principal sum of
One Million Dollars ($1,000,000), together with all accrued
interest on such outstanding balance, in accordance with the
terms and provisions of this Note.
1. Purpose
The purpose of this loan, as well as that of five previous
loans made by Holder to Maker dating back to December 1994
(collectively the "Bridge Loans"), totalling $12,000,000, is to
provide a bridge until Maker is able to negotiate an equity
investment with Holder or another party or parties of not less
than the principal amount of each of these loans. However, the
forgoing sentence notwithstanding, it is understood that this
promissory note and all other promissory notes issued by Maker in
conjunction with any of the Bridge Loans (the "Bridge Loan
Notes") represent Maker's unconditional and outstanding debt. In
the event and at the time that Maker and Holder reach agreement
on the terms of an equity investment by Holder in Maker involving
the equity conversion of the principal amount of the Bridge Loans
Notes, the following will occur: (i) the principal amount of the
Bridge Loans Notes, but not including all interest accrued
thereon, shall cease to reflect the outstanding debt of Maker and
shall become Holder's equity investment in Maker, (ii) Maker
shall issue in favor of Holder a new promissory note in principal
amount equal to all the then outstanding accrued interest on the
Bridge Loan Notes, such promissory note to be payable one year
thereafter at an interest rate equal to the then published
interest rate accruing on six-month United States treasury bills,
and (iii) the Bridge Loan Notes shall be cancelled. However,
unless and until Maker and Holder reach agreement on the terms of
such equity investment, the principal amount of the Bridge Loan
Notes and all accrued interest thereon shall remain the
unconditional and outstanding debt of Maker until repaid in full.
2. Principal and Interest.
Interest shall accrue on the outstanding principal balance
of this Note from February 26, 1996, at the rate of four and
eighty-nine hundredths percent (4.89%) per annum, and the
principal balance together with all interest accrued thereon,
shall be payable on October 1, 1996 (the "Maturity Date"). In
the event that the principal balance and all accrued interest is
not paid on or before the Maturity Date, interest shall accrue
thereafter on all unpaid amounts at a rate increased by two
percentage points, or six and eighty-nine hundredths percent
(6.89%) per annum.
3. Payments.
All payments by Maker hereunder shall be applied (i) first
to the interest due and unpaid under this Note, and
(ii) thereafter, to any principal owing under this Note.
4. Prepayment.
Maker shall have the right to prepay, in part or in full,
without penalty, this Note (together with all accrued interest to
the date of prepayment on the amount of principal thus prepaid)
at any time or times. Should the above-mentioned equity
investment occur prior to the Maturity Date, Maker shall be
required to prepay all amounts owed hereunder.
5. Security.
This note is secured by a security interest in collateral
described in a certain security agreement between Payee and Maker
dated January 4, 1996 (the "Security Agreement") as modified by a
letter agreement between Payee and Maker of even date herewith
(otherwise referred to as the "Loan and Debt Extension
Agreement"). The rights and obligations of the parties with
respect to the above-mentioned collateral are stated in the
Security Agreement as modified by the Loan and Debt Extension
Agreement.
6. Waiver Regarding Notice.
Maker waives presentment, demand and presentation for
payment, protest and notice of protest, and, except as otherwise
specifically provided herein, any other notices of whatever kind
or nature, bringing of suit and diligence in taking any action to
collect any sums owing hereunder. From time to time, without in
any way affecting the obligation of Maker to pay the outstanding
principal balance of this Note and any interest accrued thereon
and fully to observe and perform the covenants and obligations of
Maker under this Note, without giving notice to, or obtaining the
consent of, Maker, and without any liability whatsoever on the
part of Holder, Holder may, at its option, extend the time for
payment of interest hereon and/or principal of this Note, reduce
the payments hereunder, release anyone liable on this Note or
accept a renewal of this Note, join in any extension or
subordination, or exercise any right or election hereunder. No
one or more of such actions shall constitute a novation or
operate to release any party liable for or under this Note,
either as Maker or otherwise.
7. Events of Default.
Each of the following shall constitute an "Event of Default"
hereunder:
a. Maker's failure to make any required payment of
principal and/or interest under this Note, or any other amount
due and payable under this Note on or before the date on which
such payment is due under this Note;
b. Maker's failure to make any required payment when
due of any other amounts owed by Maker to Holder; and
c. Maker's insolvency, general assignment for the
benefit of creditors, or the commencement by or against Maker of
any case, proceeding, or other action seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition
of Maker's debts under any law relating to bankruptcy,
insolvency, or reorganization, or relief of debtors, or seeking
appointment of a receiver, trustee, custodian, or other similar
official for Maker or for all or any substantial part of Maker's
assets.
8. Acceleration.
Upon the occurrence of an Event of Default, Holder shall
have the right to cause the entire unpaid principal balance,
together with all accrued interest thereon, reasonable attorneys'
and paralegals' fees and all fees, charges, costs and expenses,
if any, owed by Maker to Holder, to become immediately due and
payable in full by giving written notice to Maker.
9. Remedies.
Upon the occurrence of an Event of Default, Holder may avail
itself of any legal or equitable rights which Holder may have at
law or in equity or under this Note, including, but not limited
to, the right to accelerate the indebtedness due under this Note
as described in the preceding sentence. The remedies of Holder
as provided herein shall be distinct and cumulative, and may be
pursued singly, successively or together, at the sole discretion
of Holder, and may be exercised as often as occasion therefor
shall arise. Failure to exercise any of the foregoing options
upon the occurrence of an Event of Default shall not constitute a
waiver of the right to exercise the same or any other option at
any subsequent time in respect to the same or any other Event of
Default, and no single or partial exercise of any right or remedy
shall preclude other or further exercise of the same or any other
right or remedy. Holder shall have no duty to exercise any or
all of the rights and remedies herein provided or contemplated.
The acceptance by Holder of any payment hereunder that is less
than payment in full of all amounts due and payable at the time
of such payment shall not constitute a waiver of the right to
exercise any of the foregoing rights or remedies at that time, or
nullify any prior exercise of any such rights or remedies without
the express written consent of Holder.
10. Expenses of Collection.
If this Note is referred to an attorney for collection,
whether or not suit has been filed or any other action instituted
or taken to enforce or collect under this Note, Maker shall pay
all of Holder's costs, fees (including reasonable attorneys' and
paralegals' fees) and expenses in connection with such referral.
11. Governing Law.
The provisions of this Note shall be governed and construed
according to the law of the District of Columbia, without giving
effect to its conflicts of laws provisions.
12. No Waiver.
Neither any course of dealing by Holder nor any failure or
delay on its part to exercise any right, power or privilege
hereunder shall operate as a waiver of any right or remedy of
Holder hereunder unless said waiver is in writing and signed by
Holder, and then only to the extent specifically set forth in
said writing. A waiver as to one event shall not be construed as
a continuing waiver by Holder or as a bar to or waiver of any
right or remedy by Holder as to any subsequent event.
13. Notices.
a. All notices hereunder shall be in writing and shall
either be hand delivered, with receipt therefor, or sent by
Federal Express or similar courier, with receipt therefor, or by
certified or registered mail, postage prepaid, return receipt
requested, as follows:
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
If to Holder: Concept Communications, Inc.
650 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20001
Notices shall be effective when received; provided, however, that
if any notice sent by courier or by certified or registered mail
is returned as undeliverable, such notice shall be deemed
effective when mailed or given to such courier.
b. Either of the foregoing persons may change the
address to which notices are to be delivered to it hereunder by
giving written notice to the others as provided in this Paragraph
13.
14. Severability.
In the event that any one or more of the provisions of this
Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this
Note, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.
15. Limitations of Applicable Law.
In the event the operation of any provision of this Note
results in an effective rate of interest transcending the limit
of the usury or any other law applicable to the loan evidenced
hereby, all sums in excess of those lawfully collectible as
interest for the period in question shall, without further
agreement or notice by any party to this Note, be applied to the
unpaid principal balance of this Note immediately upon receipt of
such monies by Holder, with the same force and effect as though
Maker had specifically designated such extra sums to be so
applied to the unpaid principal balance and Holder had agreed to
accept such extra payment(s) as a prepayment.
16. Captions.
The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note
or in any way affect its provisions.
17. Debtor-Creditor Relationship.
Holder shall in no event be construed for any purpose to be
a partner, joint venturer or associate of Maker, it being the
sole intention of the parties to establish a relationship of
debtor and creditor.
18. Time of the Essence.
It is expressly agreed that time is of the essence in the
performance of the obligations set forth in this Note.
IN WITNESS WHEREOF, Maker has executed this Promissory Note
on this twenty-sixth day of February, 1996, pursuant to due
authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
_____________________________ By:___________________________
Daniel C. Holdgreiwe Jack Heim
Secretary President
Settlement Agreement and Mutual Release
This Settlement Agreement and Mutual Release ("Settlement
Agreement") is entered into this 26th day of January, 1996, by
and among Richard K. Diamond, as Chapter 7 Trustee of the
Bankruptcy Estate of Gold'N M Television, Inc., a Delaware
corporation (the "Trustee"), Concept Communications, Inc., a
Delaware corporation ("Concept"), Allied Cellular Systems, Inc.,
a Delaware corporation ("Allied"), and M/A Burgers, Inc., a
California corporation ("M/A Burgers"), with reference to the
following circumstances:
WHEREAS, Concept and Gold'N M Television, Inc. ("GNM"),
entered into three agreements between them with respect to the
stock of The Nostalgia Network, Inc., a Delaware corporation
("Nostalgia"), dated as of April 30, 1990, including a Stock
Purchase Agreement, a Shareholders Agreement, and a Vote-Pooling
Agreement (hereinafter, collectively referred to as the
"Nostalgia Stock Agreements"), all of which are the subject of
disputes; and
WHEREAS, Concept and GNM are parties to an action commenced
by Concept in the Delaware Chancery Court entitled, Concept
Communications, Inc. v. Gold'N M Television, Inc., et al.,
Delaware civil case no. 12816, the subject matter of which
includes the Nostalgia Stock Agreements ("Delaware Action"); and
WHEREAS, GNM filed a petition for reorganization under
Chapter 11, Bankruptcy Code, on August 18, 1993, in the United
States Bankruptcy Court for the Central District of California,
the matter denominated as In re Gold'N M Television, Inc., C.D.
Cal. bankruptcy case no. SV 93-39559 KL (the "Bankruptcy Case");
and
WHEREAS, the Shareholders Agreement, in paragraph 6,
provides for a procedure whereby Concept and GNM can elect to
purchase the other party's shares of Nostalgia stock. Pursuant
thereto either party is entitled to send a notice to the other of
its intent to buy the other's shares under specified terms and
conditions. Upon receipt of such a notice, the other party can
either agree to sell on those terms or, alternatively, elect to
purchase the shares of the party that sent the notice, subject to
the same terms and conditions. On or about March 2, 1993, GNM
sent a notice to Concept of its intent to purchase Concept's
shares of Nostalgia stock. On or about April 30, 1993, Concept
responded by electing to purchase GNM's shares of Nostalgia
stock. Disputes and litigation ensued and no sale of stock had
occurred at the time GNM filed its bankruptcy petition. The
Trustee sought and obtained, over Concept's objection, an order
of the Bankruptcy Court permitting the Trustee to assume the
Shareholders Agreement (the "Bankruptcy Court Assumption Order").
The Bankruptcy Court Assumption Order was affirmed by an order of
the United States District Court for the Central District of
California (the "District Court Assumption Order", and
collectively with the Bankruptcy Court Assumption Order, the
"Assumption Order"). Concept has appealed from the Assumption
Order to the United States Court of Appeals for the Ninth Circuit
(the "Ninth Circuit Appeal"). The Trustee has demanded that
Concept purchase the shares of Nostalgia stock owned by GNM
pre-petition upon the terms of the March 2 and April 30, 1993
letters, and Concept has refused to do so. The Trustee is and
has been prepared to file an adversary complaint against Concept
to enforce the Shareholders Agreement. The filing thereof has
been held in abeyance pending settlement negotiations which have
culminated in this Settlement Agreement; and
WHEREAS, GNM pledged 1,500,000 shares of Nostalgia common
stock as a guarantee of certain indebtedness owed by Michael E.
Kassan ("Kassan") to M/A Burgers, which shares Concept contends
were the subject of certain rights of Concept under the Nostalgia
Stock Agreements, and which Concept allegedly purchased pursuant
to its right of first refusal following a sale of the stock by
M/A Burgers at a public auction on July 22, 1993 (the "M/A
Burgers Nostalgia Shares"); and
WHEREAS, the Trustee has instituted an adversary proceeding
with respect to the M/A Burgers Nostalgia Shares entitled,
Richard K. Diamond, etc. v. Michael Kassan, et al., adv. no. LA
94-01051 (the "Adversary Proceeding"); and
WHEREAS, Allied purportedly received a security interest in
1,335,676 shares of Nostalgia common stock and 1,250 shares of
Nostalgia preferred stock held by GNM, which stock Allied had in
its possession at the time of the filing of the Bankruptcy Case
(the "Allied Nostalgia Shares"); and
WHEREAS, GNM as debtor in possession instituted an adversary
proceeding against Allied on October 28, 1993 entitled Richard K.
Diamond, etc. v. Allied Cellular Systems, Inc. a Delaware
corporation and Howrey & Simon, a partnership, adv. no. 93-04092,
and subsequently obtained a turnover of the Allied Nostalgia
Shares (the "Allied Adversary Proceeding"); and
WHEREAS, Kassan pledged 167,500 shares of Nostalgia common
stock, as evidenced by stock certificate numbers 1628 and 1629,
to secure GNM's guarantee of his own indebtedness to M/A Burgers
(the "Kassan Nostalgia Shares"), which shares were turned over to
the Trustee pursuant to an order of the Bankruptcy Court; and
WHEREAS, Kassan has signed a stipulation releasing all his
rights in the Kassan Nostalgia Shares;
WHEREAS, Nostalgia Network Partners, Ltd., a purported
limited partnership of which GNM is the general partner, owns
123,233 shares of Nostalgia common stock, which the Trustee
claims are assets of the Estate, but as to which Michael E.
Marcovsky ("Marcovsky") has physical possession and also claims
an interest (the "NNP Nostalgia Shares"); and
WHEREAS, Marcovsky has relinquished and released all his
rights in the NNP Nostalgia Shares and turned the NNP Nostalgia
Shares over to the Trustee; and
WHEREAS, the Trustee and Marcovsky have entered into a
separate Settlement Agreement dated January 11, 1996.
WHEREAS, Concept and Allied have asserted certain claims and
filed proofs of claim against the Estate of Gold'N M Television,
Inc. (the "Estate"), in the Bankruptcy Case; and
WHEREAS, the Trustee, Concept, Allied, and M/A Burgers have
agreed to settle all known and unknown claims among them, and to
resolve various other matters, except for those rights and
obligations expressly noted below, without admitting any
wrongdoing or liability; and
WHEREAS, Concept is simultaneously entering agreements to
settle certain disputes and other matters with Tiger
Communications Company, L.P. ("Tiger"); and Tiger is
simultaneously settling certain disputes with Nostalgia; and
WHEREAS, also simultaneously, Concept is entering into a
Stock Purchase and Option Agreement with Allied; and
NOW, THEREFORE, in consideration of the promises, covenants
and representations set forth herein, the adequacy, receipt and
sufficiency of which is hereby acknowledged, the Trustee,
Concept, Allied, and M/A Burgers hereby agree as follows:
1. The terms of this Settlement Agreement are expressly
conditioned upon their approval by the Bankruptcy Court pursuant
to a Final Order as hereinafter defined; provided, however, that
the requirement herein that the Order approving the Settlement
Agreement by the Bankruptcy Court be a Final Order may be waived,
in writing, by all parties to the Settlement Agreement. As soon
as practicable after this Settlement Agreement has been executed,
the Trustee shall move the Bankruptcy Court for approval and
Concept, Allied and M/A Burgers shall fully cooperate with each
other and the Trustee in obtaining a Final Order approving the
Settlement Agreement. All parties will also file a stipulation
staying all proceedings and adversary proceedings pending the
Bankruptcy Court's approval of this Settlement Agreement in the
form annexed hereto as Exhibit A. "Final Order" shall mean an
order of the Bankruptcy Court as to which the time to appeal,
leave to appeal, petition for certiorari, or move for reargument
or rehearing has expired and as to which no appeal, petition for
certiorari, or other proceedings for reargument or rehearing or
leave to appeal shall then be pending or as to which any right to
appeal, petition for certiorari, reargue, rehear or to seek leave
to appeal shall have been waived in writing in form and substance
satisfactory to the Trustee and Concept or, in the event that an
appeal, writ of certiorari, or reargument or rehearing thereof or
to seek leave to appeal has been sought, such order of the
Bankruptcy Court shall have been affirmed by the highest court to
which such order was appealed, or certiorari has been denied or
from which reargument or rehearing or leave to appeal was sought,
and the time to take any further appeal, petition for certiorari
or move for reargument or rehearing or leave to appeal shall have
expired. In the event that the Bankruptcy Court disapproves this
Settlement Agreement, or its approval is reversed upon appeal, or
any other condition of this Settlement Agreement has not been
fulfilled for whatever reason, then, in such event, this
Settlement Agreement shall be null and void and of no force or
effect. This Settlement Agreement is a product of settlement
negotiations and cannot be cited or used by anyone. This
Settlement Agreement is binding upon the parties upon execution,
subject to the condition subsequent of Bankruptcy Court approval.
2. Upon the Effective Date of this Settlement Agreement
and receipt of the payments set forth in paragraph 3, infra, the
parties hereto or their attorneys will execute and file, or cause
to be executed and caused to be filed, dismissal with prejudice
of all claims against the other parties to this Settlement
Agreement in the Bankruptcy Case and related Adversary
Proceedings and the Ninth Circuit Appeal, and a dismissal with
prejudice of the Delaware Action, with each side to bear its own
costs and attorneys fees.
3. The parties shall exchange the consideration set forth
in this paragraph five (5) business days after the last of the
following events shall have occurred: (a) the Bankruptcy Court
has given its approval of the terms and conditions of this
Settlement Agreement, and such Order has become a Final Order;
provided, however, that the requirement that the Order has become
a Final Order may be waived, in writing, by all parties to the
Settlement Agreement; and (b) Concept and Nostalgia have
finalized the terms of a settlement of their disputes with M/A
Burgers and Tiger. At such time (the "Effective Date"), the
parties shall complete the following exchange of consideration:
a. Concept shall: (i) pay to the Estate the sum of
$1,050,000; and (ii) waive and withdraw all proofs of claim
against the Estate and other assets in the Bankruptcy Case; and
b. The Trustee, on behalf of the Estate, shall: (i)
dismiss with prejudice its adversary proceedings in the
Bankruptcy Case against Concept, Allied, and M/A Burgers; (ii)
transfer to Concept, forever waiving and discharging any of the
Estate's rights with respect to the following stock currently
under his control: (A) 456,409 shares of Nostalgia common stock,
free and clear of all liens and interests; and, (B) 1,250 shares
of Nostalgia preferred stock, also free and clear of all liens
and interests; (iii) release all claims either he or the Estate
has to the M/A Burgers Nostalgia Shares; (iv) transfer to Allied
ownership and control of, forever waiving and discharging any of
the Estate's rights with respect to 1,170,000 shares of Nostalgia
common stock, free and clear of all liens and interests;
provided, however, that Allied shall either obtain a release of
Rick A. Schroeder dba The Law Offices of Rick A. Schroeder
("Schroeder") against certain of Allied's assets pursuant to a
certain Writ of Attachment in an action entitled Rick A.
Schroeder dba The Law Offices of Rick A. Schroeder v. Allied
Cellular Systems, Inc., Civ. No. 156277, or a stipulation that
certain of the proceeds of the payment by Concept to Allied in
connection with the Allied Stock Purchase Agreement be placed in
Escrow.
c. Allied shall: (i) release and forever waive its
claim to a security interest in the Allied Nostalgia Shares; and
(ii) reduce its remaining claim against the assets of the Estate
to $1,000,000 and subordinate such claim to all administrative
and priority claims and all other claims of creditors of the
Estate, except claims of Marcovsky and claims of entities
controlled by Marcovsky, including but not limited to American
Cellular Corp., Marnell Associates, Ltd., and Unicel, Inc., with
respect to which claim shall be deemed to be an allowed general
unsecured claim and shall share pro-rata with all other
non-insider general unsecured claims with respect to property of
the Estate other than the $1,050,000 paid to the Estate by
Concept.
4. Two (2) days prior to the hearing before the Bankruptcy
Court to approve the Settlement Agreement, Concept shall deposit
$1,050,000 in the trust account of Fried, Frank, Harris, Shriver
& Jacobson, which funds shall be used to satisfy Concept's
financial obligations under paragraph 3(a) of this Settlement
Agreement provided all conditions precedent to the $1,050,000
payment have been fulfilled.
5. After all parties to the Settlement Agreement have
executed the Settlement Agreement and prior to the hearing before
the Bankruptcy Court to approve the Settlement Agreement, the
Trustee will take appropriate steps to have the Nostalgia stock
certificates which the Estate holds re-registered with the
Nostalgia Stock Transfer Agent in any manner necessary to
facilitate the Closing.
6. Concurrent with the exchange of the foregoing, the
Nostalgia Stock Agreements, and the Buy Sell Agreement between
Concept and GNM shall be deemed terminated and of no further
effect.
7. On the Effective Date, the following mutual releases
shall become effective:
a. Except for those rights and obligations arising
under this Settlement Agreement, the Trustee, on behalf of the
Estate, voluntarily, knowingly, and willingly releases, acquits,
and forever discharges Concept, Nostalgia, Allied, and M/A
Burgers (the "Trustee's Released Parties"), all of the Trustee's
Released Parties' predecessors, successors, assigns, parents,
subsidiaries, affiliates, divisions, officers, directors,
employees, and all of the Trustee's Released Parties' attorneys,
accountants, underwriters, investment bankers, representatives,
and agents (for services performed for the Trustee's Released
Parties) from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which the Estate ever had, or
now has, or hereafter may have against them, arising out of or
relating in any way to any acts, omissions, events, occurrences,
statements, failures to act, or breaches of duty, occurring up to
and including the Effective Date. Notwithstanding anything to
the contrary in this Settlement Agreement, neither Merrick Scott
Rayle, Crane Rayle & Lennemann nor any members or partners
thereof, Kassan, Christensen, White, Miller, Fink, Jacobs, Glaser
& Shapiro nor any members or partners thereof, Sherry Spees nor
Earle Hupp, Jr., shall receive any release whatsoever under this
Settlement Agreement.
b. Except for those rights and obligations arising
under: (i) this Settlement Agreement; and (ii) the separate Stock
Purchase Agreement and related Option Agreement between Allied
and Concept dated January 26, 1996, Concept voluntarily,
knowingly, and willingly releases, acquits, and forever
discharges the Estate, the Trustee (both individually and in his
capacity as Trustee for the Estate), Allied, and M/A Burgers
("Concept's Released Parties"), all of Concept's Released
Parties' predecessors, successors, assigns, parents,
subsidiaries, affiliates, divisions, officers, directors,
employees, and all of Concept's Released Parties' attorneys,
accountants, underwriters, investment bankers, representatives,
and agents (for services performed for Concept's Released
Parties) from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which it or its subsidiaries
and/or affiliates ever had, or now have, or hereafter may have
against them, arising out of or relating in any way to any acts,
omissions, events, occurrences, statements, failures to act, or
breaches of duty, occurring up to and including the Effective
Date. Notwithstanding anything to the contrary in this
Settlement Agreement, neither Merrick Scott Rayle, Crane Rayle &
Lennemann nor any members or partners thereof, Kassan,
Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro nor
any members or partners thereof, shall receive any release
whatsoever under this Settlement Agreement.
c. Except for those rights and obligations arising
under this Settlement Agreement, M/A Burgers voluntarily,
knowingly, and willingly releases, acquits, and forever
discharges the Estate, the Trustee (both individually and in his
role as Trustee for the Estate), Concept, Nostalgia, and Allied
("M/A Burgers' Released Parties"), all of M/A Burgers' Released
Parties' predecessors, successors, assigns, parents,
subsidiaries, affiliates, divisions, officers, directors,
employees, and all of M/A Burgers' Released Parties' attorneys,
accountants, underwriters, investment bankers, representatives,
and agents (for services performed for M/A Burgers' Released
Parties) from any and all claims, actions, causes of action,
damages, liabilities, promises, debts, compensation, losses,
obligations, duties, costs, or expenses of any kind or nature
whatsoever, whether known or unknown, anticipated or
unanticipated, concealed or hidden, which it and or its
subsidiaries and/or affiliates ever had, or now have, or
hereafter may have against them, arising out of or relating in
any way to any acts, omissions, events, occurrences, statements,
failures to act, or breaches of duty , occurring up to and
including the Effective Date. Notwithstanding anything to the
contrary in this Settlement Agreement, neither Merrick Scott
Rayle, Crane Rayle & Lennemann nor any members or partners
thereof, Kassan, Christensen, White, Miller, Fink, Jacobs, Glaser
& Shapiro nor any members or partners thereof, shall receive any
release whatsoever under this Settlement Agreement.
d. Except for those rights and obligations arising
under: (i) this Settlement Agreement; (ii) Allied's allowed
unsecured claim, as set forth in paragraph "3.c.ii" supra, and
(iii) the Stock Purchase Agreement between Allied and Concept
dated January 26, 1996, and related Option Agreement, Allied
voluntarily, knowingly, and willingly releases, acquits, and
forever discharges the Estate, the Trustee (both individually and
in his role as Trustee for the Estate), Concept, Nostalgia, and
M/A Burgers ("Allied's Released Parties"), all of Allied's
Released Parties' predecessors, successors, assigns, parents,
subsidiaries, affiliates, divisions, officers, directors,
employees and all of Allied's Released Parties', attorneys,
accountants, underwriters, investment bankers, representatives,
and agents (for services performed for Allied's Released Parties)
from any and all claims, actions, causes of action, damages,
liabilities, promises, debts, compensation, losses, obligations,
duties, costs, or expenses of any kind or nature whatsoever,
whether known or unknown, anticipated or unanticipated, concealed
or hidden, which it and or its subsidiaries and/or affiliates
ever had, or now have, or hereafter may have against them,
arising out of or relating in any way to any acts, omissions,
events, occurrences, statements, failures to act, or breaches of
duty occurring up to and including the date of the execution of
the Settlement Agreement. Notwithstanding anything to the
contrary in this Settlement Agreement, neither Merrick Scott
Rayle, Crane Rayle & Lennemann nor any members or partners
thereof, Kassan, Christensen, White, Miller, Fink, Jacobs, Glaser
& Shapiro nor any members or partners thereof, shall receive any
release whatsoever under this Settlement Agreement.
8. Upon execution of this Settlement Agreement by the
parties hereto, the parties agree to seek a stay and vacation of
pending trial dates in all actions and adversary proceedings
among them.
9. The Trustee, on behalf of the Estate, Concept, Allied,
and M/A Burgers, expressly agrees that if they have sustained or
should sustain any injury, loss, or damage as a result of any act
of the parties released above, to date, or of any act which they
are not now aware, or if the loss or damage of which they are now
aware, has present or future consequences or results of which
they are not now aware, this Settlement Agreement shall
nevertheless constitute a full and final release of any claims
against the parties released above, and shall apply to and
include all such unknown or unsuspected consequences or results.
Each of the parties has read and has been fully advised of the
contents of Section 1542 of the California Civil Code, which
provides:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
effected his settlement with the debtor.
Each of the parties expressly waives any and all rights and
benefits of this Section.
10. This Settlement Agreement and any proceedings taken
hereunder are not and shall not in any way be construed as or
deemed to be evidence or any admission or concession of
wrongdoing or liability on the part of any party, or their
counsel or any of them or the lack of merit of the Bankruptcy
Case or the Delaware Action, which liability is expressly denied
and disclaimed by each of the parties hereto.
11. Any notice or other communications required or
permitted under this Settlement Agreement shall be in writing,
shall be delivered personally, telegraphed, telexed, or sent by
electronic facsimile transfer, or sent by certified, registered
or overnight mail or courier, postage pre-paid, and shall be
deemed given on the earlier of the day actually received or close
of business on the second business day next following the day
when deposited with an overnight courier or the close of business
on the fifth business day when deposited in the United States
mail, postage pre-paid, certified or registered, addressed as set
forth below:
If to the Trustee: Howard Kollitz, Esq.
Danning, Gill, Diamond & Kollitz
2029 Century Park East, Suite 1900
Los Angeles, CA 90067
If, to Concept: Stephen D. Alexander
Fried, Frank, Harris, Shriver & Jacobson
725 South Figueroa Street, Suite 3890
Los Angeles, CA 90017
If, to Allied: David Petersen
Allied Cellular Systems, Inc.
1860 S. Elena Avenue, Suite C
Redondo Beach, CA 90277-5706
If, to M/A Burgers: Brian McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
With a copy to: Terry N. Christensen, Esq.
Christensen, White, Miller, Fink,
Jacobs, Glaser & Shapiro
2121 Avenue of the Stars
18th Floor
Los Angeles, CA 90067
12. Each party hereto agrees to indemnify and hold harmless
the others, and their respective directors, officers and
employees, from and against any losses, claims, demands, damages,
costs or liabilities incurred by any of them arising out of or
relating to their performance or failure to perform under this
Settlement Agreement ("Liabilities"), except where such
Liabilities have resulted from a breach of the terms of this
Settlement Agreement by the party seeking indemnification (or any
director, officer or employee of such party).
13. Waiver of any term or condition of this Settlement
Agreement by any parties shall be effected only if in writing and
shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition, or a waiver of any other
term or condition of this Settlement Agreement.
14. This Settlement Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective
successors, including subsequent bankruptcy trustees. No person
other than the parties and their successors is intended to have
any right under the Settlement Agreement.
15. This Settlement Agreement shall be construed in
accordance with the laws of the State of California (without
regard to conflict of law principles). The Bankruptcy Court for
the Central District of California shall maintain exclusive
jurisdiction concerning all actions or disputes involving the
Trustee.
16. This Settlement Agreement contains the entire
understanding and agreement of the parties with respect to the
subject matter hereto and supersedes all prior and
contemporaneous agreements, negotiations, correspondence,
undertakings and communications of the parties or their
representatives, oral or written, respecting such subject matter.
No amendment, modification, or cancellation of any term or
condition of this Settlement Agreement shall be effected unless
executed in writing by the parties hereto.
17. Each party to this Settlement Agreement acknowledges
that it has been represented by or has had the opportunity to be
represented by independent legal counsel of its own choice
throughout all of the negotiations that have preceded the
execution of this Settlement Agreement, and that is has executed
this Settlement Agreement with the consent and upon the advice of
such independent legal counsel.
18. Each signatory to this Settlement Agreement
acknowledges that he or she has read this Settlement Agreement
and assents to all of the terms and conditions contained herein
without any reservation whatsoever and that he or she has had the
opportunity to have the same explained to him or it by its own
counsel, who has or will have answered any and all questions
which have been asked of him or her with regard to the meaning of
any of the provisions hereof.
19. Each of the parties hereto covenants and agrees that,
at any time, and from time to time after the date hereof, it
shall execute, or cause to be executed, such additional documents
and instruments and take, or cause to be taken, such action as
may be reasonably requested by the other parties hereto to
confirm or evidence or otherwise carry out the intent and
purposes of this Settlement Agreement.
20. Each signatory to this Settlement Agreement warrants
and represents that (i) he or she is duly authorized to execute
this Settlement Agreement, (ii) he or she is fully physically
able and mentally competent to execute this Settlement Agreement
and (iii) he or she has a full and complete understanding of its
terms.
21. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this
Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and
entered into by the Parties on the date first hereinabove
mentioned.
Dated: January 26, 1996 Richard K. Diamond,
Trustee of Gold'N M Television, Inc.
By: /s/ RICHARD K. DIAMOND
Richard K. Diamond
Dated: January 26, 1996 Concept Communications, Inc.
By: /s/ DONG MOON JOO
Dong Moon Joo
Dated: January 26, 1996 M/A Burgers, Inc.
By: /s/ DAVID LEE
David Lee
Dated: January 26, 1996 Allied Cellular Systems, Inc.
By: /s/ DAVID L. PETERSEN
David L. Petersen
Exhibit A
Daniel H. Gill, Esq. (State Bar No. _________)
Danning, Gill, Diamond & Kollitz
2029 Century Park East, Suite 1900
Los Angeles, CA 90067
Attorneys for Chapter 7 Trustee
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
In re ) Case No.: LA 93-39559-KL
)
Gold'N M Television, Inc. ) CHAPTER 7
)
Debtor. ) STIPULATION STAYING
) PROCEEDINGS PENDING
) BANKRUPTCY COURT APPROVAL
) OF SETTLEMENT AGREEMENT;
) ORDER THEREON
)
) DATE:
) TIME: [No hearing required]
) PLACE:
______________________________)
Richard K. Diamond, as Chapter 7 Trustee of the Bankruptcy
Estate of Gold'N M Television, Inc., a Delaware corporation
("Trustee"), Concept Communications, Inc., a Delaware corporation
("Concept"), Allied Cellular Systems, Inc., a Delaware
corporation ("Allied") and M/A Burgers, Inc., a California
corporation ("M/A Burgers"), hereby stipulate and agree with
respect to the following facts:
1. The Trustee, Concept, Allied and M/A Burgers have
entered into a Settlement Agreement and Mutual Release, subject
to approval of this Court (the "Settlement Agreement").
2. The Trustee has instituted an adversary proceeding
entitled, Richard K. Diamond, etc. v. Michael Kassan, et al.,
adv. no. LA 94-01051 (the "Adversary Proceeding").
3. Gold'N M Television, Inc., a Delaware corporation
("GNM"), as debtor in possession, instituted an adversary
proceeding against Allied on October 28, 1995 entitled Richard K.
Diamond, etc. v. Allied Cellular Systems, Inc., a Delaware
corporation and Howrey & Simon, a partnership, adv. no. LA
93-04092 (the "Allied Adversary Proceeding", and collectively
with the Adversary Proceeding, the "Proceedings").
4. The Trustee and Concept are parties to the Ninth
Circuit Appeal as defined in the Settlement Agreement.
5. In view of the Settlement Agreement, the parties desire
to stay prosecution of the Proceedings and all other proceedings,
if any, before the Court and involving two or more of the parties
to the Stipulation pending approval of the Settlement Agreement
by the Bankruptcy Court.
WHEREFORE, the parties hereto STIPULATE AND AGREE, as
follows:
A. Prosecution of the Proceedings and all other
proceedings, if any, before the Court and involving two or more
of the parties to the Stipulation shall be, and are hereby,
stayed with respect to the parties to the Settlement Agreement
until the earlier of: (i) the Effective Date of the Settlement
Agreement; or (ii) thirty (30) days after the date on which the
Bankruptcy Court has entered an order disapproving the Settlement
Agreement, which order is a Final Order as defined in the
Settlement Agreement.
B. The Trustee and Concept will take all appropriate and
necessary steps to stay prosecution of the Ninth Circuit Appeal
pending approval of the Settlement Agreement by the Bankruptcy
Court.
C. The parties to the Settlement Agreement and Stipulation
will not institute any proceedings regarding the subject matter
of the Settlement Agreement pending approval of the Settlement
Agreement by the Bankruptcy Court.
Dated: ______________, 1995 ___________________________
Daniel H. Gill, Attorney for
Richard K. Diamond,
Chapter 7 Trustee of
Gold'N M Television, Inc.
Dated: ______________, 1995 ___________________________
Stephen D. Alexander,
Attorney for
Concept Communications, Inc.
Dated: ______________, 1995 ___________________________
Allied Cellular Systems, Inc.
By: David L. Petersen
Dated: ______________, 1995 ___________________________
Brian J. McCarthy,
Attorney for
M/A Burgers, Inc.
<PAGE>
ORDER
Upon consideration of the foregoing Stipulation, it
appearing that the Stipulation is in the best interests of the
estate herein and its creditors, and other good cause appearing
therefor, it is hereby
ORDERED, that the foregoing Stipulation shall be, and it is
hereby, approved in its entirety.
Dated: _____________________, 1995
_________________________________
HONORABLE KATHLEEN T. LAX
UNITED STATES BANKRUPTCY JUDGE
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of January 26, 1996, by
and between Concept Communications, Inc., a Delaware corporation
("Concept"), and Allied Cellular Systems, Inc., a Delaware
corporation ("Allied").
WHEREAS, Concept desires to purchase from Allied, and Allied
desires to sell to Concept, 170,000 shares (the "Shares") of the
common stock of The Nostalgia Television Network, Inc.,
("Nostalgia"), par value $.04 per share (the "Nostalgia Stock"),
and grant to Concept options to purchase up to 1,000,000 shares
of Nostalgia Stock (the "Option Shares");
WHEREAS, Concept and Allied are entering into this Agreement
to provide for such purchase and sale and to establish various
rights and obligations in connection therewith; and
WHEREAS, Concept, Allied, M/A Burgers Inc. and Richard K.
Diamond, as Trustee of the Bankruptcy Estate of Gold'N M
Television, Inc., a Delaware corporation, have entered into a
Settlement Agreement and Mutual Release, subject to Bankruptcy
Court approval (the "Bankruptcy Settlement Agreement").
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase of Stock and Certain Rights.
a. At the Closing, as defined below, Allied will
transfer to Concept the Shares and shall deliver to Concept good
and valid title to the Shares, free and clear of all encumbrances
and restrictions of any character or nature whatsoever, together
with (i) certificates for the Shares, (ii) fully executed stock
powers in the form of Exhibit A attached hereto relating to such
Shares' certificates, and (iii) all other instruments or notices
relating to the Shares as shall be necessary or appropriate to
effect the transfer and reissuance to Concept of the Shares.
b. At the Closing, Concept will deliver to Allied by
wire transfer or cashier's check one hundred fifty three thousand
dollars ($153,000).
c. At the Closing, Concept and Allied will execute an
option agreement in the form attached as Exhibit B.
d. The closing of the transaction contemplated herein
(the "Closing") shall take place at the offices of Fried, Frank,
Harris, Shriver & Jacobson at 10:00 a.m. on the fifth business
day after approval of the Bankruptcy Settlement Agreement by the
Bankruptcy Court for the Central District of California and the
Order approving the Settlement Agreement becomes a Final Order as
defined in the Bankruptcy Settlement Agreement or at such other
time and place as the parties may agree.
2. Representations and Warranties of Allied. Allied
hereby represents and warrants to Concept as follows:
a. Allied is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against Allied, in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and other
documents contemplated hereby and the consummation of the
transactions contemplated hereby do not violate or constitute a
breach of or default under (whether after the giving of notice or
lapse of time or both) any provision of the charter, bylaws or
any governing or operating documents of Allied, any existing law
or regulation to which Allied or its respective properties are
subject, or any mortgage, indenture, security agreement,
contract, order, judgment, injunction, decree, license or other
agreement to which Allied is a party or by which it is bound.
c. Allied has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and to consummate the transactions
contemplated hereby. The consummation of the transactions
contemplated hereby (i) does not require the consent, approval or
authorization of, or registration, declaration or filing with,
any other affiliate of Allied or any third party, other than the
approval of the Bankruptcy Court which will have been obtained
prior to Closing; (ii) will not result in the creation or
imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property of Allied; and (iii) is in
accordance with all federal and state securities laws.
d. The Shares, and all right, title and interest
therein, were transferred pursuant to a Bankruptcy Court Order
and are owned of record and beneficially by Allied, free and
clear of any option, call, contract, commitment, demand, lien,
charge, security interest, encumbrance or restriction of any kind
or nature whatsoever. Upon delivery of the Shares to Concept at
the Closing, Concept shall receive good and valid title to the
Shares free and clear of any and all option, call, contract,
commitment, demand, lien, charge, security interest, encumbrance
or restrictions of any kind or nature whatsoever.
e. No defaults or other breach by Allied has occurred
under or with respect to any documents referenced herein.
f. There are no brokerage or other commissions which
are payable in connection with the sale of the Shares.
g. Allied is solvent as of the date of Closing.
Accordingly, Allied currently has and has always had the ability
to pay its debts when due and the value of its current assets
exceeds the aggregate amount of its current liabilities. No
creditor of Allied has applied for a receiver, trustee or similar
officer with respect to substantially all of Allied's property
and neither Allied nor its creditors have instituted by petition,
application, answer, consent or otherwise any bankruptcy,
insolvency, reorganization arrangement, readjustment of debts,
liquidation, dissolution or similar proceeding relating to
Allied.
3. Representations and Warranties of Concept. Concept
hereby represents and warrants to Allied as follows:
a. Concept is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against, Concept in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and the
other agreements and documents contemplated hereby and the
consummation of the transactions contemplated hereby do not
violate or constitute a breach of or default under (whether after
the giving of notice or lapse of time or both) any provision of
the charter, bylaws or any governing or operating documents of
Concept, respectively, any existing law or regulation to which
Concept or its properties are subject, or any mortgage,
indenture, security agreement, contract, order, judgment,
injunction, decree, license or other agreement to which Concept
is a party or by which it is bound.
c. Concept has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and to consummate the transactions
contemplated hereby. The consummation of the transactions
contemplated hereby (i) does not require the consent, approval or
authorization of, or registration, declaration or filing with,
any shareholder of Concept or any third party (other than
approval of the Bankruptcy Court and the filing of an amendment
to its Schedule 13D); and (ii) will not result in a creation or
imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property of Concept.
d. The purchase of the Shares is for investment
purposes only and Concept has no present intention to distribute
the Shares.
4. Conditions to Closing. The obligations of Concept and
Allied to consummate the transactions contemplated by this
Agreement are each subject to the following conditions:
a. Approval of the Bankruptcy Settlement Agreement by
the Bankruptcy Court of the Central District of California and
such order approving the Bankruptcy Settlement Agreement has
become a Final Order as that term is defined in the Bankruptcy
Settlement Agreement.
b. The representations and warranties of the other
party hereto are true in all material respects as if made at the
date of Closing.
c. All covenants of the other party hereto have been
complied with in all material respects.
d. No injunction has been imposed against the
consummation of this transaction.
5. Survival of Representations and Warranties. The
representations and warranties made by Allied and Concept under
this Agreement shall survive the Closing.
6. Further Assurances. Each of the parties hereby
covenants and agrees that, at any time, and from time to time
after the date hereof, it shall execute, or cause to be executed,
such additional documents and instruments (including but not
limited to a factual certificate of the Record Owner) and take,
or cause to be taken, such action as may be reasonably requested
by the other party hereto to confirm or otherwise evidence the
transfer of the Shares being sold hereunder or to otherwise carry
out the intent and purposes of this Agreement. Concept and
Allied agree to coordinate with one another on any public
statements or filings made regarding the transactions which are
the subject of this Agreement.
7. Miscellaneous Provisions.
a. Burden and Benefit. This Agreement shall be
binding upon, and shall inure to the benefit of, each of the
parties, and their respective personal and legal representatives,
successors and assigns.
b. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California, without regard to its principles of conflict of laws.
c. Severability. The provisions of this Agreement
shall be deemed severable, and the invalidity or unenforceability
of any one or more of the provisions hereof shall not affect the
validity or enforceability of the other provisions hereof.
Moreover, to the extent that the enforcement of any provision of
the Agreement may be governed by its "reasonableness," if any
such provision is found unenforceable as provided for herein,
such provision shall be deemed amended so as to permit its
enforcement to the extent deemed reasonable.
d. Entire Agreement. This Agreement and the
agreements contemplated hereby contain the entire Agreements and
understandings by and between the parties hereto with respect to
the matter set forth herein. No change or modification hereof
shall be valid or binding unless the same is in writing and
signed by the parties hereto. No waiver of any provision of this
Agreement shall be valid unless the same is in writing and signed
by the party against whom such waiver is sought to be enforced;
moreover, no valid waiver of any provision of this Agreement
shall be deemed a valid waiver of any other provision of this
Agreement at such time nor will it be deemed valid waiver of such
provision at any other time. No failure by either party to
exercise, and no delay by either party in exercising any right,
power or remedy with respect to the obligations and covenants set
forth herein, shall operate as a waiver of any such right, power
or remedy. Any and all previous agreements between the parties
hereto are superseded hereby except for the provisions in the
Settlement Agreement.
e. Headings. The headings contained herein are for
convenience of reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of
this Agreement.
f. Counterparts. This Agreement may be executed in
counterparts, which together shall be deemed to constitute one
valid and binding agreement.
g. Interpretation. Should any provision of this
Agreement require judicial interpretation, it is agreed that the
court interpreting or considering such provision shall not apply
any presumption that the terms hereof shall be more strictly
construed against the party who itself or through its agent
prepared the same, it being agreed that all parties hereto have
participated in the preparation of this Agreement and that legal
counsel was consulted by each party in connection with the
preparation and execution of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first above written.
CONCEPT COMMUNICATIONS, INC.
By: /s/ DONG MOON JOO
Name: Dong Moon Joo
Title: President
ALLIED CELLULAR SYSTEMS, INC.
By: /s/ DAVID L. PETERSEN
Name: David L. Petersen
Title: Executive Vice President
and Chief Financial Officer<PAGE>
Exhibit A
STOCK POWER
ASSIGNMENT SEPARATE FROM CERTIFICATE
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto Concept Communications, Inc., an aggregate of
( ) share[s] of the Common Stock of The Nostalgia Network,
Inc., standing in the undersigned's name on the books of said
corporation represented by Certificate No. [ ] delivered
herewith, and does hereby irrevocably constitute
___________________________ as attorney-in-fact, with full power
of substitution, to transfer said stock on the books of said
corporation.
Dated: [COMPANY NAME]
_________________________
Name:
Title:
<PAGE>
Exhibit B
OPTION AGREEMENT
AGREEMENT, dated ___________, 199[5], between Concept
Communications, Inc., a Delaware corporation ("Concept") , and
Allied Cellular Systems, Inc., a Delaware corporation ("Allied").
WHEREAS, Concept and Allied are parties to a stock purchase
("Stock Purchase") agreement ("Stock Purchase Agreement"), dated
January 26, 1996, set to close on the fifth day after approval of
the Stock Purchase by the Bankruptcy Court for the Central
District of California (the "Closing");
WHEREAS, the Stock Purchase Agreement provides for
execution of this option agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable
consideration the receipt and sufficiency which are hereby
acknowledged, the parties do hereby agree as follows:
1. Option Grant to Concept.
a. Concept is hereby granted the option to purchase
from Allied, subject to and under the terms and conditions set
forth in this Agreement, all or any part of 1,000,000 shares (the
"Option Shares") of common stock, par value $.04 per share of
Nostalgia Television Network, Inc., ("Nostalgia Stock"), at the
following exercise prices ("Concept Option"):
Time Period Exercise Price per Option Share
[Closing], 199[5] to [6 months $ .90
from Closing], 199[6]
[6 months from Closing], 199[6] $1.00
to [12 months from Closing], 199[6]
[12 months from Closing], 199[6] $1.10
to [18 months from Closing], 199[7]
b. This option shall be exercisable by written notice
(the "Concept Option Exercise Notice") of Concept to Allied.
Concept may purchase all or any part of the Option Shares (but
not fractions of an Option Share), at such time or times as it
may desire, until eighteen months after the date hereof, and any
shares not purchased on or before such date may not thereafter be
purchased hereunder.
c. The Concept Option may only be exercised by
Concept against Allied and not against any other person to which
the Option Shares are transferred during the period of eighteen
months after the date hereof.
2. Option Grant to Allied.
a. Concept hereby grants Allied the option to require
Concept to purchase any Option Shares not purchased pursuant to
the Concept Option at an exercise price of $1.20 per share for a
six month period commencing eighteen months after the date hereof
("Allied Option"). The Allied Option is not transferable.
b. This option shall be exercisable by written notice
(the "Allied Option Exercise Notice") of Allied to Concept.
c. The Allied Option may only be exercised by Allied
against Concept. Any transferee acquiring the Option Shares does
not acquire any right to exercise the Allied Option.
3. Purchase of Option Shares under Concept Option and
Allied Option.
a. Nostalgia Stock purchased pursuant to this
Agreement (the "Shares") shall be paid for in full by wire
transfer or cashier's check at the Option Shares Closing, as
defined below. Upon receipt of a Concept Option Exercise Notice
or Allied Option Exercise Notice, at the Option Shares Closing,
Allied will transfer to Concept the Shares and shall deliver to
Concept good and valid title to the Shares, free and clear of all
encumbrances and restrictions of any character or nature
whatsoever, together with (i) certificates for the Shares, (ii)
fully executed stock powers in the form of Exhibit 1 attached
hereto relating to such Shares' certificates, and (iii) all other
instruments or notices relating to the Shares as shall be
necessary or appropriate to effect the transfer and reissuance to
Concept of the Shares.
b. Each closing of the purchase of Nostalgia Stock
pursuant to this Agreement (an "Option Shares Closing") shall
take place at the offices of Fried, Frank, Harris, Shriver &
Jacobson at 10:00 a.m. on the tenth business day after receipt of
a Concept Option Exercise Notice or Allied Option Exercise Notice
or at such other time and place as the parties may agree.
4. Proxy Grant to Concept. Allied hereby grants Concept
an irrevocable proxy to vote the Option Shares on all matters
submitted to the vote of Nostalgia stockholders until the
expiration of the option granted to Allied. The parties agree
that this proxy is coupled with an interest. The form of the
proxy is attached hereto as Exhibit 2.
5. Representations and Warranties of Allied. Allied
hereby represents and warrants to Concept as follows:
a. Allied is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against, Allied in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and other
documents contemplated hereby and the consummation of the
transactions contemplated hereby do not violate or constitute a
breach of or default under (whether after the giving of notice or
lapse of time or both) any provision of the charter, bylaws or
any governing or operating documents of Allied, any existing law
or regulation to which Allied or its respective properties are
subject, or any mortgage, indenture, security agreement,
contract, order, judgment, injunction, decree, license or other
agreement to which Allied is a party or by which it is bound.
c. Allied has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and to consummate the transactions
contemplated hereby. The consummation of the transactions
contemplated hereby (i) does not require the consent, approval or
authorization of, or registration, declaration or filing with,
any other affiliate of Allied or any third party (including any
governmental authority); (ii) will not result in the creation or
imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property of Allied; and (iii) is in
accordance with all federal and state securities laws.
d. The Shares, and all right, title and interest
therein, are owned of record and beneficially by Allied, free and
clear of any option, call, contract, commitment, demand, lien,
charge, security interest, encumbrance or restriction of any kind
or nature whatsoever. Upon delivery of the Shares to Concept at
the Option Shares Closing, Concept shall receive good and valid
title to the Shares free and clear of any and all option, call,
contract, commitment, demand, lien, charge, security interest,
encumbrance or restrictions of any kind or nature whatsoever.
e. No defaults or other breach by Allied has occurred
under or with respect to any documents referenced herein.
f. There are no brokerage or other commissions which
are payable in connection with the sale of the Shares.
g. Allied is solvent as of the date of the Option
Shares Closing. Accordingly, Allied currently has and has always
had the ability to pay its debts when due and the value of its
current assets exceeds the aggregate amount of its current
liabilities. No creditor of Allied has applied for a receiver,
trustee or similar officer with respect to substantially all of
Allied's property and neither Allied nor its creditors have
instituted by petition, application, answer, consent or otherwise
any bankruptcy, insolvency, reorganization arrangement,
readjustment of debts, liquidation, dissolution or similar
proceeding relating to Allied.
6. Representations and Warranties of Concept. Concept
hereby represents and warrants to Allied as follows:
a. Concept is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware.
b. This Agreement has been duly executed and
delivered by, and is binding and enforceable against, Concept in
accordance with its terms, except that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws relating to the enforcement of creditors'
rights generally and by the application of general principles of
equity. The execution and delivery of this Agreement and the
other agreements and documents contemplated hereby and the
consummation of the transactions contemplated hereby do not
violate or constitute a breach of or default under (whether after
the giving of notice or lapse of time or both) any provision of
the charter, bylaws or any governing or operating documents of
Concept, respectively, any existing law or regulation to which
Concept or its properties are subject, or any mortgage,
indenture, security agreement, contract, order, judgment,
injunction, decree, license or other agreement to which Concept
is a party or by which it is bound.
c. Concept has the full, absolute and entire
authority, power and legal right to execute, deliver and perform
this Agreement and the other documents and agreements
contemplated hereby and to consummate the transactions
contemplated hereby. The consummation of the transactions
contemplated hereby (i) does not require the consent, approval or
authorization of, or registration, declaration or filing with,
any shareholder of Concept or any third party (including any
governmental authority except for the filing of an amendment to
Schedule 13D); and (ii) will not result in a creation or
imposition of any lien, charge, pledge, security interest or
other encumbrance upon any property of Concept.
d. The purchase of the Shares is for investment
purposes only and Concept has no present intention to distribute
the Shares.
7. Survival of Representations and Warranties. The
representations and warranties made by Allied and Concept under
this Agreement shall survive indefinitely.
8. Further Assurances. Each of the parties hereby
covenants and agrees that, at any time, and from time to time
after the date hereof, it shall execute, or cause to be executed,
such additional documents and instruments and take, or cause to
be taken, such action as may be reasonably requested by the other
party hereto to confirm or otherwise evidence the transfer of the
Shares being sold hereunder or to otherwise carry out the intent
and purposes of this Agreement. Concept and Allied agree to
coordinate with one another on any public statements or filings
made regarding the transactions which are the subject of this
Agreement.
9. Miscellaneous Provisions.
a. Burden and Benefit. This Agreement shall be
binding upon, and shall inure to the benefit of, each of the
parties, and their respective personal and legal representatives,
successors and assigns.
b. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of
California, without regard to its principles of conflicts of
laws.
c. Severability. The provisions of this Agreement
shall be deemed severable, and the invalidity or unenforceability
of any one or more of the provisions hereof shall not effect the
validity or enforceability of the other provisions hereof.
Moreover, to the extent that the enforcement of any provision of
the Agreement may be governed by its "reasonableness," if any
such provision is found unenforceable as provided for herein,
such provision shall be deemed amended so as to permit its
enforcement to the extent deemed reasonable.
d. Entire Agreement. This Agreement and the
agreements contemplated hereby contain the entire agreements and
understandings by and between the parties hereto with respect to
the matter set forth herein. No change or modification hereof
shall be valid or binding unless the same is in writing and
signed by the parties hereto. No waiver of any provision of this
Agreement shall be valid unless the same is in writing and signed
by the party against whom such waiver is sought to be enforced;
moreover, no valid waiver of any provision of this Agreement
shall be deemed a valid waiver of any other provision of this
Agreement at such time nor will it be deemed valid waiver of such
provision at any other time. No failure by either party to
exercise (except for the specific right to exercise the Concept
Option or Allied Option), and no delay by either party in
exercising any right, power or remedy with respect to the
obligations and covenants set forth herein, shall operate as a
waiver of any such right, power or remedy. Any and all previous
agreements between the parties hereto are superseded hereby
except for the rights and releases contained in the Settlement
Agreement.
e. Headings. The headings contained herein are for
convenience of reference only and shall not be used in
interpreting, construing or enforcing any of the provisions of
this Agreement.
f. Counterparts. This Agreement may be executed in
counterparts, which together shall be deemed to constitute one
valid and binding agreement.
g. Interpretation. Should any provision of this
Agreement require judicial interpretation, it is agreed that the
court interpreting or considering such provision shall not apply
any presumption that the terms hereof shall be more strictly
construed against the party who itself or through its agent
prepared the same, it being agreed that all parties hereto have
participated in the preparation of this Agreement and that legal
counsel was consulted by each party in connection with the
corporation and execution of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the day and year first above written.
CONCEPT COMMUNICATIONS, INC.
By:
Name: Dong Moon Joo
Title: President
ALLIED CELLULAR SYSTEMS, INC.
By:
Name: David L. Petersen
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
Exhibit 1
STOCK POWER
ASSIGNMENT SEPARATE FROM CERTIFICATE
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto Concept Communications, Inc., an aggregate of
( ) share[s] of the Common Stock of The Nostalgia Network,
Inc., standing in the undersigned's name on the books of said
corporation represented by Certificate No. [ ] delivered
herewith, and does hereby irrevocably constitute
___________________________ as attorney-in-fact, with full power
of substitution, to transfer said stock on the books of said
corporation.
Dated: [COMPANY NAME]
_______________________________
Name:
Title:
<PAGE>
Exhibit 2
FORM OF PROXY
The undersigned hereby irrevocably constitutes and appoints
Concept Communications, Inc. ("Concept"), the attorneys and
proxies of the undersigned, each with full power of substitution,
to vote, to the extent permitted by law, in such manner as each
such attorney and proxy or its substitute shall in its sole
discretion deem proper, and otherwise act (including pursuant to
written consent) with respect to all of the 1,000,000 shares of
common stock, par value $.04 per share, of The Nostalgia Network,
Inc. (the "Company") (the "Shares") (and any and all other shares
or securities issued or issuable in respect thereof on or after
the date hereof) which the undersigned or nominees of the
undersigned would be entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an
adjourned meeting) of the Company, or consent in lieu of any such
meeting, or otherwise. This proxy is irrevocable (and coupled
with an interest pursuant to an Option Agreement dated as of
December __, 1995 (the "Agreement") between the undersigned and
the Company). This proxy shall be deemed immediately revoked
with respect to any Shares sold by the undersigned (whether sold
to Concept or on the open market) on the date of closing with
respect to the sale of said Shares. With respect to any Shares
as to which this proxy has not been revoked pursuant to the
immediately preceding sentence, this proxy shall be deemed
immediately revoked with respect to said Shares eighteen (18)
months following the first purchase of Shares by Concept pursuant
to the Stock Purchase Agreement dated as of December ___, 1995.
Dated as of _____________, 1995.
_________________________
Signature
