SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 50)
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. 20036-5612
(202) 452-8600
March 27, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
(Continued on following pages)
(Page 1 of 30 Pages)
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CUSIP No. 669 752107 Page 2 of 30 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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 Page 3 of 30 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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 Page 4 of 30 Pages
13D
1. Names of Reporting Persons
Identification No. of Above Persons (Entities only)
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>
5
This Amendment No. 50 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 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 March 27, 1998, Concept delivered to BDO Seidman, L.L.P., the
Issuer's certified public accountants, a letter representing Concept's intention
to modify the maturity dates of the existing loan, evidenced by the Concept Wrap
Note which was due on March 31, 1998, to provide for a maturity date on such
loan of February 1, 1999 (the "Concept March 1998 Seidman Letter").
On March 27, 1998, Communications delivered to BDO Seidman, L.L.P., a
letter representing Communications' ability and intention to provide financial
support to the Issuer throughout the remainder of 1998, which letter was updated
on April 2, 1998 in order to correct an erroneous statement in the March 27,
1998 letter (together, the "Communications March 1998 Seidman Letter"). Pursuant
to the Communications March 1998 Seidman Letter, Communications' commitment is
subject to final agreement on the Issuer's operating budget. Based upon the 1997
fiscal year, Communications' financial commitment to the Issuer for 1998 will
not exceed $19,500,000, which would include the $4,250,000 previously forwarded
to the Issuer in 1998, as evidenced by the February 10, 1998 Promissory Note,
the March 2, 1998 Promissory Note and the March 24, 1998 Promissory Note.
Communications also commits to loan to the Issuer $3,750,000 on April 13, 1998.
The remainder of the financial support may be in the form of debt or equity
financing. To the extent that is in the form of debt, it will not be callable
prior to February 1, 1999. Communications' commitment to fund the Issuer will be
reduced or cease if the Issuer enters into a strategic partnership or if
Communications is no longer a majority owner as a result of the issuance of
additional securities of the Issuer. Pursuant to the Communications' March 1998
Seidman letter, Communications also expressed its intent to modify the maturity
dates of the existing loans which were due on March 31, 1998 to provide for a
maturity date on all such loans of February 1, 1999.
On April 1, 1998, the Issuer executed and delivered to Concept a new
promissory note in the principal amount of $19,217,867.39 (the "1998 Concept
Wrap Note") substituting and replacing the Concept Wrap Note. The principal
amount of the 1998 Concept Wrap Note equals the total unpaid principal on the
Concept Wrap Note and all accrued and unpaid interest thereon. The 1998 Concept
Wrap Note is payable on February 1, 1999, together with interest, at an annual
rate equal to the Prime Rate, as published in the Wall Street Journal on March
31, 1998. The 1998 Concept Wrap Note is secured under the terms of the Security
<PAGE>
6
Agreement. Pursuant to the terms of the Concept Wrap Note, the Issuer must pay
to Concept accrued interest of at least $20,000 per month, payable on the last
day of each month commencing on April 30, 1998 until January 31, 1999.
On April 1, 1998, the Issuer executed and delivered to Communications a
new promissory note in the principal amount of $28,560,005.61 (the "1998
Communications Wrap Note") substituting and replacing: (i) the Communications
Wrap Note; (ii) the March 31, 1997 Promissory Note; (iii) the July 8, 1997
Promissory Note; (iv) the September 19, 1997 Promissory Note; (v) the November
7, 1997 Promissory Note; (vi) the November 24, 1997 Promissory Note; (vii) the
December 31, 1997 Promissory Note; (viii) the February 10, 1998 Promissory Note;
(ix) the March 2, 1998 Promissory Note; and (x) the March 24, 1998 Promissory
Note. The 1998 Communications Wrap Note is payable on February 1, 1999, together
with interest, at an annual rate equal to the Prime Rate, as published in the
Wall Street Journal on March 31, 1998. The 1998 Communications Wrap Note is
secured under the terms of the Communications Security Agreement. Pursuant to
the terms of the Communications Wrap Note, the Issuer must pay to Communications
accrued interest of at least $40,000 per month, payable on the last day of each
month commencing on April 30, 1998 until January 31, 1999.
Pursuant to the Communications March 1998 Seidman Letter, the Issuer
executed and delivered to Communications a promissory note dated April 1, 1998
in the maximum principal amount of $15,250,000 (the "April 1, 1998 Promissory
Note"). Pursuant to the terms of the April 1, 1998 Promissory Note,
Communications may make advances to the Issuer up to the maximum principal
amount. The April 1, 1998 Promissory Note is payable on February 1, 1999,
together with all accrued and unpaid interest, at an annual rate equal to the
Prime Rate, as published in The Wall Street Journal on March 31, 1998. The April
1, 1998 Promissory Note is secured under the terms of the Communications
Security Agreement.
On April 8, 1998, pursuant to the Communications March 1998 Seidman
Letter and subject to the terms and conditions of the April 1, 1998 Promissory
Note, Communications loaned to the Issuer $2,000,000. The $2,000,000 loaned to
the Issuer is partial satisfaction of the commitment of Communications in the
Communications March 1998 Seidman Letter to provide $3,750,000 in funding to the
Issuer by April 13, 1998.
The foregoing descriptions of the Concept March 1998 Seidman Letter,
Communications March 1998 Seidman Letter, the 1998 Concept Wrap Note, the 1998
Communications Wrap Note and the April 1, 1998 Promissory Note are qualified in
their entirety by the text of the Concept March 1998 Seidman Letter, the
Communications March 1998 Seidman Letter, the 1998 Concept Wrap Note, the 1998
Communications Wrap Note and the April 1, 1998 Promissory Note which are
attached hereto as Exhibit 50.1, 50.2, 50.3, 50.4 and 50.5, respectively, and
are incorporated herein by reference.
<PAGE>
7
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. 50.
Item 7. Items to be Filed as Exhibits
Exhibit Description
50.1 Letter dated March 27, 1998 from Concept Communications Inc. to BDO
Seidman, L.L.P.
50.2 Letters dated March 27, 1998 and April 2, 1998 from Crown
Communications Corporation to BDO Seidman, L.L.P.
50.3 Promissory Note dated April 1, 1998 made by The Nostalgia Network, Inc.
to Concept Communications, Inc. in the principal amount of
$19,217,867.39
50.4 Promissory Note dated April 1, 1998 made by The Nostalgia Network, Inc.
to Crown Communications Corporation in the principal amount of
$28,560,005.61
50.5 Promissory Note dated April 1, 1998 made by The Nostalgia Network, Inc.
to Crown Communications Corporation in the maximum principal amount of
$15,250,000
<PAGE>
8
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 9, 1998
CONCEPT COMMUNICATIONS, INC.
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
CROWN COMMUNICATIONS CORPORATION
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
CROWN CAPITAL CORPORATION
/s/ Nicholas Chiaia
By: Nicholas Chiaia, Secretary
<PAGE>
9
EXHIBIT INDEX
Exhibit Description Page
50.1 Letter dated March 27, 1998 from Concept Communications, 10
Inc. to BDO Seidman, L.L.P.
50.2 Letters dated March 27, 1998 and April 2, 1998 from Crown 11
Communications Corporation to BDO Seidman, L.L.P.
50.3 Promissory Note dated April 1, 1998 made by The Nostalgia 14
Network, Inc. to Concept Communications, Inc. in the principal
amount of $19,217,867.39
50.4 Promissory Note dated April 1, 1998 made by The Nostalgia 19
Network, Inc. to Crown Communications Corporation in the
principal amount of $28,560,005.61
50.5 Promissory Note dated April 1, 1998 made by The Nostalgia 24
Network, Inc. to Crown Communications Corporation in the
maximum principal amount of $15,250,000
[CONCEPT LETTERHEAD]
March 27, 1998
BDO Seidman, L.L.P.
1129 20th Street NW, Suite 500
Washington, DC 20036
Gentlemen:
Concept Communications, Inc. ("Concept") hereby represents that the maturity
date on $18,112,194 in principal plus accrued interest on loans to The Nostalgia
Network, Inc. ("Nostalgia") from Concept, which was due on March 27, 1998, is
hereby extended until February 1, 1999. Moreover, Concept shall receive minimum
monthly payments of $20,000 from Nostalgia. Said payments shall be applied
toward accrued interest arising from the terms of the Note from Nostalgia to
Concept.
Very truly yours,
/s/ Dong Moon Joo
Dong Moon Joo
President
cc: SQuire Rushnell
Nicholas Chiaia
Martin Gallogly
[CROWN COMMUNICATOINS LETTERHEAD]
March 27, 1998
Mr. Scott Richardson, Partner
BDO Seidman, L.L.P.
1129 20th Street NW, Suite 500
Washington, DC 20036
Dear Mr. Richardson:
Crown Communications Corporation ("Crown") hereby represents that it has the
ability and intends to provide financial support to The Nostalgia Network, Inc.
("Nostalgia") throughout the remainder of 1998. This financial support is
intended to satisfy Nostalgia's operating expense needs to the extent not
satisfied by cash flows from operations.
It is our understanding you are relying upon the representations contained in
this letter in forming your opinion on Nostalgia's financial statements
regarding the Network's ability to continue as a going concern. You should
understand that Nostalgia and Crown have not yet reached an agreement on an
operating budget for 1998 and, accordingly, discussions regarding Nostalgia's
operating budget are ongoing and subject to change. As a result, the financial
commitments discussed herein are intended solely for the purpose of satisfying
the "going concern" issue and are not to be construed as an approved operating
budget.
Solely for the purpose of determining Nostalgia's ability to continue as a going
concern, in connection with your audit of Nostalgia's 1997 financial statements,
the financial support to be provided by Crown to Nostalgia during 1998 shall be,
assuming the same scope of operations as the previous year, up to $19,500,000,
and may be less, depending on the circumstances, which is to be given as
follows:
$1,375,000 loaned to Nostalgia on February 10, 1998
$1,375,000 loaned to Nostalgia on March 2, 1998
$1,500,000 loaned to Nostalgia on March 24, 1998
$3,750,000 loaned to Nostalgia on April 13, 1998
<PAGE>
Remainder to be advanced on an as-needed basis throughout 1998.
Crown'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, 1999. Additionally, we hereby represent and
confirm that the maturity date for all previous debt owed by Nostalgia to Crown,
in the aggregate principal amount of $25,750,000 and due March 31, 1998, shall
be extended to February 1, 1999.
Crown's commitment to provide such financial support shall cease if, prior to
December 31, 1998, as a result of issuance of Nostalgia securities, Crown shall
no longer possess a majority of the equity or voting power of Nostalgia. In the
event that Nostalgia enters into a strategic partnership, Crown's commitment may
be reduced up to the amount of the partner's investment, be it as debt or equity
financing, into Nostalgia. As a condition of continued funding, any changes in
the current programming shall be subject to Crown's approval.
Crown shall receive minimum monthly interest payments of $40,000 from Nostalgia.
Said payments shall be applied toward accrued interest arising from the terms of
said promissory Notes from Nostalgia to Crown.
Very truly yours,
/s/ Dong Moon Joo
Dong Moon Joo
President
cc: SQuire Rushnell
Nicholas Chiaia
Martin Gallogly
<PAGE>
[CROWN COMMUNICATIONS LETTERHEAD]
April 2, 1998
Mr. Scott Richardson, Partner
BDO Seidman, L.L.P.
1129 20th Street, NW, Suite 500
Washington, DC 20036
Dear Mr. Richardson:
Please be advised that Crown Communications Corporation ("Crown")'s March 27,
1998 letter to you misstates the total amount of previous debt. The March 27,
1998 letter erroneously states $25,750,000 rather than $27,250,000, which
includes Crown's most recent loan.
Thus, the last sentence in the first full paragraph on page two of the March 27,
1998 letter is hereby replaced with the following language:
"Additionally, we hereby represent and confirm that the maturity date for all
previous debt owned by Nostalgia to Crown, in the aggregate principal amount of
$27,250,000 and due March 31, 1998, shall be extended to February 1, 1999."
Very truly yours,
/s/ Nicholas Chiaia
Nicholas Chiaia
General Counsel
cc: SQuire Rusnhell
F. Newton
Martin Gallogly
A. Cirulnick
PROMISSORY NOTE
$19,217,867.39 Washington, D.C.
Maturity Date: February 1, 1999 April 1, 1998
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 Nineteen Million Two
Hundred Seventeen Thousand Eight Hundred Sixty-Seven Dollars and Thirty-Nine
Cents ($19,217,867.39), together with all accrued interest on such outstanding
balance, in accordance with the terms and provisions of this Note.
1. Substitution and Replacement. This Note is given by Maker in
substitution and replacement of that certain promissory note dated March 31,
1997 in the principal amount of $18,122,193.70 (the "Old Note"). Upon execution
of this Note to Holder, the Old Note shall be deemed to be cancelled and of no
further force and effect.
2. Interest; Payments. Interest shall accrue on the unpaid principal
balance of this Note (as well as on all accrued and unpaid interest) from and
after the date of this Note at a per annum rate equal to the Prime Rate as
published in the Wall Street Journal on March 31, 1998, compounded monthly, and
interest of at least Twenty Thousand Dollars ($20,000) per month shall be paid
monthly on the last day of each month commencing April 30, 1998 until January
31, 1999. The principal balance, together with all remaining unpaid interest
accrued thereon, shall be due and payable on February 1, 1999 (the "Maturity
Date").
3. Payments. All payments by Maker hereunder shall be applied (i) first
to any collection costs pursuant to Paragraph 9 hereof, (ii) second to the
interest due and unpaid under this Note, and (iii) 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.
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
<PAGE>
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, which failure continues for a period of ten (10) days after written notice
of such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of January 4, 1996,
as amended (the "Security Agreement");
(c) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Crown
Communications Corporation, a Delaware corporation ("Communications") in the
principal amount of $28,560,005.61 and under that certain promissory note dated
as of the date hereof by Maker to Communications in the maximum principal amount
of $15,250,000;
(d) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Communications dated as of March 21,
1997;
(e) Maker's failure to perform any other obligation (other
than one that can be satisfied with the payment of money) required under this
Note, and the continuation of such failure for a period of ten (10) days after
Holder gives Maker written notice of such failure to perform; and
(f) 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
<PAGE>
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. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
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
<PAGE>
If to Holder: Concept Communications, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
with a copy to: Tucker, Flyer & Lewis
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
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) Any 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 Paragraph 13(a).
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.
19. 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 ("AAA"),
including the procedures for selecting an arbitrator and for engaging in
<PAGE>
discovery. However, provisional equitable relief may be brought in a court with
appropriate jurisdiction. Any dispute to be arbitrated as provided hereunder
shall be referred to a sole arbitrator selected by the President of AAA with
experience and expertise in the subject matter of this Agreement. Should any
party hereunder not agree to accept as sole arbitrator the person selected by
the President of AAA, then the case shall be referred to a panel of three (3)
arbitrators whereby each party shall appoint one arbitrator and the two so
appointed shall mutually agree upon the third arbitrator. The decision of the
arbitrator(s) shall be final and may be enforceable in any court of competent
jurisdiction. 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 under seal on
this 1st day of April, 1998.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Illegible By: /s/ SQuire Rushnell
Secretary Name: SQuire Rushnell
Title: President & CEO
[CORPORATE SEAL]
PROMISSORY NOTE
$28,560,005.61 Washington, D.C.
Maturity Date: February 1, 1999 April 1, 1998
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 Twenty-Eight Million
Five Hundred Sixty Thousand Five Dollars and Sixty-One Cents ($28,560,005.61),
together with all accrued interest on such outstanding balance, in accordance
with the terms and provisions of this Note.
1. Substitution and Replacement. This Note is given by Maker in
substitution and replacement of that certain promissory note dated March 31,
1997 in the principal amount of $6,500,000; that certain promissory note dated
March 31, 1997 in the principal amount of $6,000,000; that certain promissory
note dated July 8, 1997 in the principal amount of $2,000,000; that certain
promissory note dated September 19, 1997 in the principal amount of $3,000,000;
that certain promissory note dated November 7, 1997 in the principal amount of
$2,000,000; that certain promissory note dated November 24, 1997 in the
principal amount of $2,000,000; that certain promissory note dated December 31,
1997 in the principal amount of $1,500,000; that certain promissory note dated
February 10, 1998 in the principal amount of $1,375,000; that certain promissory
note dated March 2, 1998 in the principal amount of $1,375,000; and that certain
promissory note dated March 24, 1998 in the principal amount of $1,500,000
(collectively, the "Old Notes"). Upon execution of this Note to Holder, the Old
Notes shall be deemed to be cancelled and of no further force and effect.
2. Interest; Payments. Interest shall accrue on the unpaid principal
balance of this Note (as well as on all accrued and unpaid interest) from and
after the date of this Note at a per annum rate equal to the Prime Rate as
published in the Wall Street Journal on March 31, 1998, compounded monthly, and
interest of at least Forty Thousand Dollars ($40,000) per month shall be paid
monthly on the last day of each month commencing April 30, 1998 until January
31, 1999. The principal balance, together with all remaining unpaid interest
accrued thereon, shall be due and payable on February 1, 1999 (the "Maturity
Date").
3. Payments. All payments by Maker hereunder shall be applied (i) first
to any collection costs pursuant to Paragraph 9 hereof, (ii) second to the
interest due and unpaid under this Note, and (iii) 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.
<PAGE>
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, which failure continues for a period of ten (10) days after written notice
of such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of March 21, 1997,
as amended (the "Security Agreement");
(c) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Holder in the
maximum principal amount of $15,250,000;
(d) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Concept
Communications, Inc., a Delaware corporation ("Concept");
(e) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Concept dated as of January 4, 1996;
(f) Maker's failure to perform any other obligation (other
than one that can be satisfied with the payment of money) required under this
Note, and the continuation of such failure for a period of ten (10) days after
Holder gives Maker written notice of such failure to perform; and
(g) 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
<PAGE>
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. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
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.
<PAGE>
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: Crown Communications Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
with a copy to: Tucker, Flyer & Lewis
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
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) Any 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 Paragraph 13(a).
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.
<PAGE>
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.
19. 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 ("AAA"),
including the procedures for selecting an arbitrator and for engaging in
discovery. However, provisional equitable relief may be brought in a court with
appropriate jurisdiction. Any dispute to be arbitrated as provided hereunder
shall be referred to a sole arbitrator selected by the President of AAA with
experience and expertise in the subject matter of this Agreement. Should any
party hereunder not agree to accept as sole arbitrator the person selected by
the President of AAA, then the case shall be referred to a panel of three (3)
arbitrators whereby each party shall appoint one arbitrator and the two so
appointed shall mutually agree upon the third arbitrator. The decision of the
arbitrator(s) shall be final and may be enforceable in any court of competent
jurisdiction. 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 under seal on
this 1st day of April, 1998.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Illegible By: /s/ SQuire D. Rushnell
Secretary Name: SQuire Rushnell
Title: President & CEO
[CORPORATE SEAL]
PROMISSORY NOTE
Maximum Principal Amount
$15,250,000 Washington, D.C.
Maturity Date: February 1, 1999 April 1, 1998
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 which has from time to time
been advanced and/or readvanced and remains unpaid, as shown on the Grid
Schedule attached to this Note, together with all accrued interest on such
outstanding balance, in accordance with the terms and provisions of this Note.
1. Advances. Holder may, in its sole and absolute discretion, make
advances to Maker upon the request of Maker, and shall, upon the making of each
new advance, enter the date and amount of each advance on the Grid Schedule.
Maker agrees to pay interest on each such advance, from and after the date
thereof, at the interest rate specified in Paragraph 2 hereof. Maker hereby
irrevocably and unconditionally authorizes Holder to make entries on the Grid
Schedule at any time with respect to any advances, payments and resulting
balances due and/or paid hereunder and hereby agrees to be bound by such entries
with the same force and effect as if Maker had formally receipted for such
advances and had formally acknowledged and consented to the entry of the
outstanding principal balances resulting therefrom.
2. Principal and Interest. Interest shall accrue on the unpaid
principal balance of this Note (as well as on all accrued and unpaid interest)
from and after the date of this Note at a per annum rate equal to the Prime Rate
as published in the Wall Street Journal on March 31, 1998, compounded monthly.
The principal balance, together with all remaining unpaid interest accrued
thereon, shall be due and payable on February 1, 1999 (the "Maturity Date").
3. Payments. All payments by Maker hereunder shall be applied (i) first
to any collection costs pursuant to Paragraph 9 hereof, (ii) second to the
interest due and unpaid under this Note, and (iii) 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.
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
<PAGE>
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, which failure continues for a period of ten (10) days after written notice
of such failure is sent by Holder to Maker;
(b) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Holder dated as of March 21, 1997,
as amended (the "Security Agreement");
(c) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Holder in the
principal amount of $28,560,005.61;
(d) The occurrence of an event of default under that certain
promissory note dated as of the date hereof by Maker payable to Concept
Communications, Inc., a Delaware corporation ("Concept");
(e) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Concept dated as of January 4, 1996;
(f) Maker's failure to perform any other obligation (other
than one that can be satisfied with the payment of money) required under this
Note, and the continuation of such failure for a period of ten (10) days after
Holder gives Maker written notice of such failure to perform; and
(g) 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
<PAGE>
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. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
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:
<PAGE>
If to Maker: The Nostalgia Network, Inc.
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: President
If to Holder: Crown Communications Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
with a copy to: Tucker, Flyer & Lewis
1615 L Street, N.W., Suite 400
Washington, D.C. 20036
Attn: Arthur E. Cirulnick, Esquire
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) Any 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 Paragraph 13(a).
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.
<PAGE>
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.
19. 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 ("AAA"),
including the procedures for selecting an arbitrator and for engaging in
discovery. However, provisional equitable relief may be brought in a court with
appropriate jurisdiction. Any dispute to be arbitrated as provided hereunder
shall be referred to a sole arbitrator selected by the President of AAA with
experience and expertise in the subject matter of this Agreement. Should any
party hereunder not agree to accept as sole arbitrator the person selected by
the President of AAA, then the case shall be referred to a panel of three (3)
arbitrators whereby each party shall appoint one arbitrator and the two so
appointed shall mutually agree upon the third arbitrator. The decision of the
arbitrator(s) shall be final and may be enforceable in any court of competent
jurisdiction. 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 under seal on
this 1st day of April, 1998.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Illegible By: /s/ SQuire Rushnell
Secretary Name: SQuire Rushnell
Title: President & CEO
[CORPORATE SEAL]
<PAGE>
GRID SCHEDULE
TO
PROMISSORY NOTE
FROM
THE NOSTALGIA NETWORK, INC.
TO
CROWN COMMUNICATIONS CORPORATION
DATED AS OF
April 1, 1998
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DATE AMOUNT ADVANCED RECORDED BY
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