SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 32
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
April 16, 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 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>
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>
This Amendment No. 32 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 the
following:
The funds for the $4,500,000 Concept loaned to the Issuer on
April 16, 1996 (further explained in Item 4 below), were obtained
by Concept from Communications, which borrowed 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 have been obtained by Atlantic Video as
proceeds of a loan from One-Up, which received these funds as
proceeds of a loan from UCI.
Item 4. Purpose of the Transaction.
Certain Loans to the Issuer.
Item 4 is hereby amended and supplemented by appending to
the material under the caption "Certain Loans to the Issuer" the
following:
On April 16, 1996, after substantial negotiation, Concept
loaned the Issuer $4.5 million (the "April 1996 Loan"), the
Issuer delivered to Concept a promissory note in like amount (the
"April 1996 Promissory Note"), Concept and the Issuer executed an
agreement setting out the rights of the parties relating to the
April 1996 Loan (the "April 1996 Letter Agreement") and Concept
delivered to the Issuer's certified public accountants a letter
relating to Concept's willingness to fund the Issuer through the
remainder of 1996 (the "April 1996 Seidman Letter"). The April
1996 Promissory Note, April 1996 Letter Agreement and April 1996
Seidman Letter are attached hereto respectively as Exhibits 32.0,
32.1 and 32.2, they are incorporated herein by reference, and all
descriptions, characterizations and summaries of the provisions
thereof contained herein are qualified by reference to such
exhibits.
The April 1996 Promissory Note, delivered in principal
amount of $4.5 million, is payable on February 1, 1997 at an
annual interest rate of 5.31%. All principal and accrued
interest on the April 1996 Promissory Note outstanding and unpaid
as of February 1, 1997 shall accrue interest at an annual rate
then equal to Prime Rate, as published in the Wall Street
Journal, and adjusted from time to time, plus two (2) percentage
points ("Prime Plus Two"). The April Promissory Note is secured
under the Security Agreement.
Pursuant to the April 1996 Letter Agreement, and as an
inducement to Concept to make the April 1996 Loan, Nostalgia
agreed to make monthly interest payments on such loan. Concept
agreed that any unpaid and outstanding loans made to Nostalgia
will not be callable before February 1, 1997. However, if by
February 1, 1997, all accrued and outstanding interest payments
due Concept under the April 1996 Letter Agreement are not paid in
full, and all accrued and outstanding interest on all other loans
from Concept to Nostalgia have not been paid in full, then all
outstanding loans will have their interest rates adjusted to a
rate then equal to Prime Plus Two.
Concept delivered the April 1996 Seidman Letter stating its
willingness to financially support Nostalgia through the
remainder of 1996, such commitment not to exceed $10 million. As
also stated in the April 1996 Letter Agreement, such financial
support is intended to satisfy outstanding pre-1996 programming
commitments up to $6.2 million, outstanding pre-1996 lease
commitments up to $2.9 million, and 1996 operating expenses not
satisfied by cash flow from operations. Such financial support
is to be in the form of a loan in the amount of $1 million that
was given to Nostalgia on or about February 26, 1996, $4.5
million given pursuant to the April 1996 Loan, and up to an
additional $4.5 million to be given over the remainder of 1996 in
the form of either debt or equity financing -- if debt financing,
such debt will not be callable before February 1, 1997.
Respecting debt financing, Concept restates that it has no intent
to convert any interest accruing on any of its loans to the
Issuer into equity. Concept's financial commitment would end if
the Issuer issued to third parties before December 31, 1996 such
additional securities as would result in Concept no longer
possessing a majority of the equity or voting securities of the
Issuer. Additionally, such commitment would also be reduced to
the extent of the amount of investment by any party with which
the Issuer might enter into a strategic partnership.
Concept and the Issuer executed a letter agreement dated as
of April 26, 1996 amending and modifying the April 1996 Letter
Agreement and the April 1996 Seidman Letter (the "April 1996
Amendment"). The April 1996 Amendment contains the following
material modifications of the April 1996 Letter Agreement:
monthly interest payments shall begin on May 16, 1996; the
interest rate on the April 1996 Loan shall not be adjusted to
Prime Plus Two due to a missed monthly payment until ten days
after written notice is given, such rate adjustment to be
effective as of the due date for the missed monthly payment; and
the provision stating that in the event that any interest on any
other outstanding loan(s) from Concept to Nostalgia remains
unpaid as of February 1, 1997, all principal and interest on all
such outstanding loans would then accrue interest at a rate then
equal to Prime Plus Two, has been deleted.
The April 1996 Amendment is attached hereto as Exhibit 32.3,
it is incorporated herein by reference, and all descriptions,
characterizations and summaries of the provisions thereof
contained herein are qualified by reference to such exhibit.
Item 7. Items to be Filed as Exhibits
Exhibit Description Page
32.0 Copy of Promissory Note dated April 16,
1996 made by The Nostalgia Network, Inc.
to Concept Communications, Inc. in the
principal amount of $4,500,000.
32.1 Copy of letter agreement dated April 16,
1996 by and between The Nostalgia
Network, Inc. and Concept
Communications, Inc.
32.2 Copy of letter dated April 16, 1996 from
Concept Communications, Inc. to BDO
Seidman.
32.3 Copy of letter agreement dated April 26,
1996 by and between The Nostalgia
Network, Inc. and Concept
Communications, Inc.
<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: April 26, 1996
CONCEPT COMMUNICATIONS, INC.
/s/ DONG MOON JOO
By: Dong Moon Joo, President
CROWN COMMUNICATIONS CORPORATION
/s/ DONG MOON JOO
By: Dong Moon Joo, President
CROWN CAPITAL CORPORATION
/s/ DONG MOON JOO
By: Dong Moon Joo, President
<PAGE>
EXHIBIT INDEX Page
32.0 Copy of Promissory Note dated April 16,
1996 made by The Nostalgia Network, Inc.
to Concept Communications, Inc. in the
principal amount of $4,500,000.
32.1 Copy of letter agreement dated April 16,
1996 by and between The Nostalgia
Network, Inc. and Concept
Communications, Inc.
32.2 Copy of letter dated April 16, 1996 from
Concept Communications, Inc. to BDO
Seidman.
32.3 Copy of letter agreement dated April 26,
1996 by and between The Nostalgia
Network, Inc. and Concept
Communications, Inc.
<PAGE>
PROMISSORY NOTE
$4,500,000
Washington, D.C.
Maturity Date: February 1, 1997
Date: April 16, 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
Four Million Five Hundred Thousand Dollars ($4,500,000), 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 April 16, 1996, at the rate of five and thirty-
one hundreths percent (5.31%) per annum, and the principal
balance together with all interest accrued thereon, shall be
payable on February 1, 1997 (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 per annum equal to the Prime
Rate, as published in the Wall Street Journal, and adjusted from
time to time, plus two (2) percentage points ("Prime Plus Two").
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 of
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 as subsequently amended by a letter
agreement between Payee and Maker dated February 26, 1996 (the
"Security Agreement"). The rights and obligations of the parties
with respect to the above-mentioned collateral are stated in the
Security 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
12.
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 16th day of April, 1996, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK,INC.,
a Delaware corporation
By: /s/ DANIEL C. HOLDGREIWE By: /s/ MARTIN A. GALLOGLY
Name: Daniel C. Holdgreiwe Name: Martin A. Gallogly
Title: Secretary Title: Vice-President
Concept Communications, Inc.
650 Massachusetts Avenue, N.W.,
Suite 200, Washington, D.C., 20001
April 16, 1996
Messrs. Robert Wussler & William H. Lash, III
The 144 Committee of The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Gentlemen:
As an inducement to Concept Communications, Inc. ("Concept") to
make a bridge loan in the amount of $4.5 million (the "April 1996
Bridge Loan") to The Nostalgia Network, Inc. ("Nostalgia"),
Concept desires that Nostalgia agree to certain terms as a
condition to Concept making the April 1996 Bridge Loan. These
conditions are as follows:
Concept is extending the April 1996 Bridge Loan at a very
favorable interest rate to induce Nostalgia to pay accrued
interest on such loan on a monthly basis. Such monthly interest
payments shall begin 30 days after the loan is received, and
every month thereafter, for so long as the April 1996 Bridge Loan
is outstanding. Concept restates that all outstanding loans
payable by Nostalgia to Concept during calendar year 1996 shall
not be callable before February 1, 1997. However, other
agreements and understandings between Nostalgia and Concept
notwithstanding, if on February 1, 1997, all interest payments
required on the April 1996 Bridge Loan have not been paid in full
in accordance with the terms of this letter, and all accrued and
unpaid interest on all other outstanding loans have not been paid
in full, then all outstanding loans payable by Nostalgia to
Concept shall have their interest rates adjusted as of February
1, 1997, to a rate equal to the Prime Rate, as published in the
Wall Street Journal, and adjusted from time to time, plus two (2)
percentage points ("Prime Plus Two").
This letter, in conjunction with Concept's letter to BDO Seidman
("BDO Seidman Letter"), dated April 16, 1996, supersedes and
completely replaces Concept's March 21, 1996 letter ("March
Letter") sent to Ambassador Sanchez, which was previously
withdrawn.
Nostalgia agrees that Concept's funding is to specifically cover
commitments existing as of December 31, 1995, and no money shall
be used for programming commitments entered into after December
31, 1995 unless specifically approved by Concept. Nostalgia is
aware that as of today both parties have not completed a final
budget for 1996.
Please indicate your acceptance to the terms hereof by executing
this agreement where indicated below.
Sincerely,
CONCEPT COMMUNICATIONS, INC.
/s/ WERNER G. SEUBERT
by Werner G. Seubert
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
/s/ MARTIN A. GALLOGLY
By: Martin A. Gallogly, Vice President
/s/ DANIEL C. HOLDGREIWE
By: Daniel C. Holdgreiwe, Secretary
Concept Communications, Inc.
650 Massachusetts Avenue, N.W.,
Suite 200, Washington, D.C., 20001
April 16, 1996
BDO Seidman
1129 20th Street N.W., Suite 500
Washington, D.C. 20036
Gentlemen:
Concept Communications, Inc. ("Concept") is the majority
shareholder of the Common Stock of The Nostalgia Network, Inc.
("Nostalgia"). Concept hereby represents that it has the
ability and intends to continue to provide financial support to
Nostalgia through the remainder of 1996. This financial support
is intended to satisfy the following specific cash needs of
Nostalgia to the extent required in such circumstances:
1. Programming commitments entered into prior to January 1,
1996 which fall due during 1996, and which shall not exceed
$6,200,000;
2. Lease commitments entered into prior to January 1, 1996
which fall due during 1996, and which shall not exceed
$2,900,000;
3. Operating expenses incurred during 1996 to the extent not
satisfied by cash flow from operations.
Notwithstanding the above, the financial support to be provided
by Concept to Nostalgia during 1996 shall be no more than
$10,000,000 (and may be less depending on the circumstances)
which is to be given as follows:
a. $1,000,000 loaned to Nostalgia on or about February 26,
1996;
b. $4,500,000 loaned to Nostalgia on April 16, 1996 (the "April
1996 Loan"); and
c. Any remaining balance, not to exceed $4,500,000 over the
remainder of 1996.
It is understood that the financial support provided by
Concept shall not be used for programming commitments entered
into after December 31, 1995, unless specifically approved by
Concept. Concept's financial support may be in the form of debt
or equity financing. Should such financing be in the form of
debt, the principal amount of such debt will not be callable
prior to February 1, 1997. Concept's commitment to provide such
financial support shall cease if, prior to December 31, 1996, as
a result of issuances of its securities by Nostalgia, Concept
shall no longer possess a majority of the equity or voting power
of Nostalgia. In the event that Nostalgia enters into a
strategic partnership, Concept's commitment may be reduced up to
the amount of the partner's investment, be it as debt or equity
financing, into Nostalgia.
Concept does not intend to convert interest on its loans to
Nostalgia into equity. Pursuant to a letter agreement with
Nostalgia of date even herewith, Concept will receive monthly
interest payments on the April 1996 Loan. However, if on
February 1, 1997, all interest payments have not been paid in
full, and all accrued and unpaid interest on all other
outstanding loans Concept shall have made to Nostalgia have not
been paid in full, then all such outstanding loans shall then
have their interest rates adjusted to a rate equal to the Prime
Rate, as published in the Wall Street Journal, and adjusted from
time to time, plus two (2) percentage points. We understand you
are relying on our representation in connection with your audit
of these financial statements of Nostalgia for the year ended
December 31, 1995.
Very truly yours,
/s/ WERNER G. SEUBERT
Werner G. Seubert,
Vice-President
Concept Communications, Inc.
650 Massachusetts Avenue, NW, Washington, D.C. 20001
(202) 789-2124 (202) 408-8891 (fax)
April 26, 1996
The Nostalgia Network, Inc.
650 Massachusetts Avenue, NW
Washington, D.C. 20001
Gentlemen:
Concept Communications, Inc. ("Concept") hereby offers to
amend and modify its letter agreement with the Nostalgia Network,
Inc. ("Nostalgia") dated as of April 16, 1996 (the "Agreement")
as follows:
The second paragraph of the Agreement is hereby deleted in
its entirety and in lieu thereof the following is inserted:
"Concept is extending the April 1996 Bridge Loan at a very
favorable interest rate in return for Nostalgia's agreement
to pay accrued interest on the April 1996 Bridge Loan on a
monthly basis. Such monthly interest payments shall begin
on May 16, 1996, and shall continue on like date of every
month thereafter, for so long as the April 1996 Bridge Loan
is outstanding. If Nostalgia fails to make such monthly
interest payments when due, and such failure continues for a
period of ten (10) days after written notice is provided to
Nostalgia at its main offices, such notice to be effected by
hand delivery, by Federal Express or similar courier, with
receipt therefor, or by certified or registered mail,
postage prepaid, return receipt requested, then,
notwithstanding any provision to the contrary in that
certain promissory note issued by Nostalgia in favor of
Concept in principal amount of $4.5 million dated as of
April 16, 1996 (the "April 1996 Promissory Note"), the
interest rate on the April 1996 Bridge Loan shall be
adjusted, as of the first due date for which no payment was
received, to a rate then equal to the Prime Rate, as
published in the Wall Street Journal, and adjusted from time
to time, plus two (2) percentage points ("Prime Plus Two").
The third paragraph of the Agreement is hereby amended by
appending thereto the following:
"Concept restates that all outstanding loans payable by
Nostalgia to Concept during calendar year 1996 shall not be
callable before February 1, 1997."
Please indicate your acceptance to the terms hereof by
executing this agreement where indicated below.
Very Truly Sincerely Yours,
CONCEPT COMMUNICATIONS, INC.
/s/ WERNER G. SEUBERT
by Werner G. Seubert, Vice-President
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
/s/ MARTIN A. GALLOGLY
By: Martin A. Gallogly, Vice-President
/s/ DANIEL C. HOLDGREIWE
By: Daniel C. Holdgreiwe, Secretary
