SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 38
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
October 15, 1996
(Date of Event which Requires Filing
of 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 13,645,432 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 0 shares
PERSON
WITH 9. Sole Dispositive Power
13,645,432 shares
10. Shared Dispositive Power
0 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 1,000,000 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 13,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
1,000,000 shares
10. Shared Dispositive Power
13,645,432 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 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 14,645,432 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
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. 38 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 thereto:
The funds for the $4,000,000 Communications loaned to the
Issuer on October 15, 1996, November 1, 1996, December 20, 1996
and January 7, 1997, were obtained by Communications 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 from a loan from One-Up, which received these funds as
proceeds of a loan from UCI.
Item 4. Proceeds of the Transaction.
Item 4 is hereby amended and supplemented by appending to
the material under the caption "Certain Loans to the Issuer" the
following:
On October 15, 1996, pursuant to the April 1996 Letter
Agreement, Communications loaned the Issuer $1 million, and the
Issuer delivered to Communications promissory note in like amount
(the "October 1996 Promissory Note"). The October 1996
Promissory Note is payable on February 1, 1997, together with
interest, at an annual rate equal to the Prime Rate, as published
in the Wall Street Journal on October 1, 1996. The October
Promissory Note is secured by a security interest in the
collateral described in, and upon the same terms as set forth in,
the Security Agreement.
On November 1, 1996, pursuant to the April 1996 Letter
Agreement, Communications loaned the Issuer $1.5 million, and the
Issuer delivered to Communications a promissory note in like
amount (the "November 1996 Promissory Note"). The November 1996
Promissory Note is payable on February 1, 1997, together with
interest, at an annual rate equal to the Prime Rate, as published
in the Wall Street Journal on November 1, 1996. The November
Promissory Note is secured by a security interest in the
collateral described in, and upon the same terms as set forth in,
the Security Agreement.
On December 20, 1996, pursuant to the April 1996 Letter
Agreement, Communications loaned the Issuer $1 million, and the
Issuer delivered to Communications a promissory note in like
amount (the "December 1996 Promissory Note"). The December 1996
Promissory Note is payable on February 1, 1997, together with
interest, at an annual rate equal to the Prime Rate, as
published in the Wall Street Journal on December 20, 1996. The
December Promissory Note is secured by a security interest in the
collateral described in, and upon the same terms as set forth in,
the Security Agreement.
On January 7, 1997, pursuant to the April 1996 Letter
Agreement, Communications loaned the Issuer $500,000, and the
Issuer delivered to Communications a promissory note in like
amount (the "January 1997 Promissory Note"). The January 1997
Promissory Note is payable on February 1, 1997, together with
interest, at an annual rate equal to the Prime Rate, as published
in the Wall Street Journal on January 4, 1997. The January
Promissory Note is secured by a security interest in the
collateral described in, and upon the same terms as set forth in,
the Security Agreement.
The foregoing descriptions of the October 1996 Promissory
Note, the November 1996 Promissory Note, the December 1996
Promissory Note, and the January 1997 Promissory Note are
qualified in their entirety by the text of the October 1996
Promissory Note, the November 1996 Promissory Note, the December
1996 Promissory Note, and the January 1997 Promissory Note, which
are attached hereto as Exhibits 38.1, 38.2, 38.3 and 38.4
respectively and are incorporated herein by reference.
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. 38.
Item 7. Items to be Filed as Exhibits
Exhibit Description
38.1 Promissory Note dated October 15, 1996 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,000,000.
38.2 Promissory Note dated November 1, 1996 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,500,000.
38.3 Promissory Note dated December 20, 1996 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,000,000.
38.4 Promissory Note dated January 7, 1997 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $500,000.
<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: January 10, 1997
CONCEPT COMMUNICATIONS, INC.
/s/ Werner Seubert
By: Werner Seubert, Vice President
CROWN COMMUNICATIONS CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
CROWN CAPITAL CORPORATION
/s/ Werner Seubert
By: Werner Seubert, Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
38.1 Promissory Note dated October 15, 1996 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,000,000.
38.2 Promissory Note dated November 1, 1996 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $1,500,000.
38.3 Promissory Note dated December 20, 1996 made by
the Nostalgia Network, Inc. to Crown
Communications Corporation in the principal amount
of $1,000,000.
38.4 Promissory Note dated January 7, 1997 made by the
Nostalgia Network, Inc. to Crown Communications
Corporation in the principal amount of $500,000.
PROMISSORY NOTE
$1,000,000 Washington, D.C.
Maturity Date: February 1, 1997 Date: October 15, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CROWN COMMUNICATIONS CORPORATION, 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 October 15, 1996, at a rate per annum equal to the
Prime Rate, as published in the Wall Street Journal on October 1,
1996 ("Prime"), and the principal balance together with any and all
interest accrued thereon, shall be payable on February, 1, 1997
(the "Maturity Date").
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. Interest shall be paid
monthly beginning thirty days after Maker receives the loan
proceeds, and every month thereafter, for so long as the Principal
is outstanding.
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.
4. Security.
This note is secured by a security interest in collateral
described in the January 4, 1996 security agreement between Concept
Communications, Inc. ("Concept") and Maker as subsequently amended
by the February 26, 1996 letter agreement between Concept and Maker
(the "Security Agreement"). The rights and obligations of the
parties hereto with respect to the above-mentioned collateral shall
be according to the terms stated in the Security Agreement,
excepting that, in lieu of the rights and obligations pertaining to
Concept, with respect to this Note, said rights and obligations
shall be held by Holder.
5. Waiver Regarding Notice.
Maker waives presentment, demand and presentation for payment,
protest and notice of protest, and, except as otherwise speci-
fically 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: Crown Communications Corp.
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 day of October, 1996, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Illegible By: /s/ Illegible
Name: Illegible Name: Illegible
Title: Title: Secretary
PROMISSORY NOTE
$1,500,000 Washington, D.C.
Maturity Date: February 1, 1997 Date: November 1, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CROWN COMMUNICATIONS CORPORATION, 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 Five Hundred Thousand Dollars ($1,500,000), 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 November 1, 1996, at a rate per annum equal to the
Prime Rate, as published in the Wall Street Journal on November 1,
1996 ("Prime"), and the principal balance together with any and all
interest accrued thereon, shall be payable on February, 1, 1997
(the "Maturity Date").
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. Interest shall be paid
monthly beginning thirty days after Maker receives the loan
proceeds, and every month thereafter, for so long as thePrincipal
is outstanding.
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.
4. Security.
This note is secured by a security interest in collateral
described in the January 4, 1996 security agreement between Concept
Communications, Inc. ("Concept") and Maker as subsequently amended
by the February 26, 1996 letter agreement between Concept and Maker
(the "Security Agreement"). The rights and obligations of the
parties hereto with respect to the above-mentioned collateral shall
be according to the terms stated in the Security Agreement,
excepting that, in lieu of the rights and obligations pertaining to
Concept, with respect to this Note, said rights and obligations
shall be held by Holder.
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: Crown Communications Corp.
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 first day of November, 1996, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Illegible By: /s/ Illegible
Name: Illegible Name: Illegible
Title: Title:
PROMISSORY NOTE
$1,000,000 Washington, D.C.
Maturity Date: February 1, 1997 Date: December 20, 1996
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CROWN COMMUNICATIONS CORPORATION, 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 December 19, 1996, at a rate per annum equal to the
Prime Rate, as published in the Wall Street Journal on December 20,
1996 ("Prime"), and the principal balance together with any and all
interest accrued thereon, shall be payable on February, 1, 1997
(the "Maturity Date").
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. Interest shall be paid
monthly beginning thirty days after Maker receives the loan
proceeds, and every month thereafter, for so long as the Principal
is outstanding.
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.
4. Security.
This note is secured by a security interest in collateral
described in the January 4, 1996 security agreement between Concept
Communications, Inc. ("Concept") and Maker as subsequently amended
by the February 26, 1996 letter agreement between Concept and Maker
(the "Security Agreement"). The rights and obligations of the
parties hereto with respect to the above mentioned collateral shall
be according to the terms stated in the Security Agreement,
excepting that, in lieu of the rights and obligations pertaining to
Concept, with respect to this Note, said rights and obligations
shall be held by Holder.
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: Crown Communications Corp.
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.
18. Binding Arbitration Arbitration shall be the exclusive
procedure for resolving any dispute between the parties and shall
be conducted in accordance with the rules of the American
Arbitration Association, including the procedures for selecting an
arbitrator and for engaging in discovery. The arbitrator shall be
authorized to determine the party responsible for payment of
attorneys' fees and costs; and he/she shall have the authority only
to enforce the legal and contractual rights of the parties arising
hereunder and shall not add to, modify, disregard, or refuse to
enforce any contractual rights.
IN WITNESS WHEREOF, Maker has executed this Promissory Note on this
19th day of December, 1996, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Martin A. Gallogly By: /s/ SQuire Rushnell
Name: Martin A. Gallogly Name: SQuire Rushnell
Title: CFO/Treasurer Title: President/CEO
PROMISSORY NOTE
$500,000 Washington, D.C.
Maturity Date: February 1, 1997 Date: January 4, 1997
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK,
INC., a Delaware Corporation ("Maker"), hereby promises to pay to
the order of CROWN COMMUNICATIONS CORPORATION, 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 Five
Hundred Thousand Dollars ($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 January 4, 1997, at a rate per annum equal to the
Prime Rate, as published in the Wall Street Journal on January 4,
1997 ("Prime"), and the principal balance together with any and all
interest accrued thereon, shall be payable on February, 1, 1997
(the "Maturity Date").
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. Interest shall be paid
monthly beginning thirty days after Maker receives the loan
proceeds, and every month thereafter, for so long as the Principal
is outstanding.
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.
4. Security.
This note is secured by a security interest in collateral
described in the January 4, 1996 security agreement between Concept
Communications, Inc. ("Concept") and Maker as subsequently amended
by the February 26, 1996 letter agreement between Concept and Maker
(the "Security Agreement"). The rights and obligations of the
parties hereto with respect to the above-mentioned collateral shall
be according to the terms stated in the Security Agreement,
excepting that, in lieu of the rights and obligations pertaining to
Concept, with respect to this Note, said rights and obligations
shall be held by Holder.
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 arbitration has been initiated 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: Crown Communications Corp.
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.
18. Binding Arbitration Arbitration shall be the exclusive
procedure for resolving any dispute between the parties and shall
be conducted in accordance with the rules of the American
Arbitration Association, including the procedures for selecting an
arbitrator and for engaging in discovery. The arbitrator shall be
authorized to determine the party responsible for payment of
attorneys' fees and costs; and he/she shall have the authority only
to enforce the legal and contractual rights of the parties arising
hereunder and shall not add to, modify, disregard, or refuse to
enforce any contractual rights.
IN WITNESS WHEREOF, Maker has executed this Promissory Note on this
4th day of January, 1997, pursuant to due authority.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/ Martin A. Gallogly By: /s/ SQuire Rushnell
Name: Martin A. Gallogly Name: SQuire Rushnell
Title: Vice President, Title: President/CEO
Treasurer
