SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 68)
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
Venable, Baetjer, Howard & Civilleti, LLP
1615 L Street, N.W., Suite 400
Washington, D.C. 20036-5612
(202) 452-8600
March 22, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 20 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 20 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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 Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 0 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 14,430,427 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
14,430,427 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 669 752107 Page 3 of 20 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 0 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 14,430,427 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
14,430,427 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 669 752107 Page 4 of 20 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 0 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 14,430,427 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
14,430,427 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 669 752107 Page 5 of 20 Pages
13D
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
NNI Acquisition 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
Item 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power
SHARES 14,430,427 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 0 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
14,430,427 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,430,427 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.3
14. Type of Reporting Person
CO
<PAGE>
This Amendment No. 68 amends and supplements the statement on Schedule
13D (the "Schedule 13D") filed by (i) Concept Communications, Inc., a Delaware
corporation ("Concept"), (ii) Crown Communications Corporation, a Delaware
corporation ("Communications"), (iii) Crown Capital Corporation, a Delaware
non-stock corporation ("Capital"), and (iv) NNI Acquisition Corporation, a
Delaware corporation ("NAC"), relating to the Common Stock, par value Four Cents
($.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:
On May 15, 2000, Communications and Atlantic Video entered
into Allonge No. 3 to Promissory Note (the "May 2000 Allonge") amending the
promissory note dated as of July 21, 1993, in the original principal amount of
$15,000,000.00, made by Communications payable to Atlantic Video (as modified as
of December 30, 1993 and January 15, 1998) to further increase the principal
amount of such promissory note to $126,000,000 and to make it payable upon
demand by Atlantic Video.
The foregoing description of the May 2000 Allonge is qualified
in its entirety by the text of the May 2000 Allonge which is attached hereto as
Exhibit 68.1 and is incorporated herein by reference.
On May 16, 2000, Communications loaned $1,250,000 to the
Issuer (as further discussed in Item 4 below) from funds obtained by
Communications from Atlantic Video.
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. Purpose of 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 22, 2000, Communications delivered to Grant Thornton
LLC a letter (the "Communications March 2000 Thornton Letter") representing
Communications' ability and intention to provide financial support to the Issuer
throughout the remainder of 2000. Pursuant to the Communications March 2000
Thornton Letter, Communications' continued willingness to provide such financial
support is conditioned, among other things, upon the advance approval by the
Issuer's Executive Committee of any original and acquired programming expenses
and by Communications of any changes in the Issuer's current programming
expenditures. Communications' financial commitment to the Issuer for 2000 will
not exceed $15,000,000, to be provided to the Issuer on as-needed basis
throughout 2000, which includes the $7,250,000
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<PAGE>
previously forwarded by Communications to the Issuer in 2000 (as evidenced by
the January 31, 2000 Promissory Note, the March 9, 2000 Promissory Note, the
March 17, 2000 Promissory Note, the April 14, 2000 Promissory Note and the May
16, 2000 Promissory Note (as defined below)). The remainder of the financial
support may be in the form of debt or equity financing. To the extent that it is
in the form of debt, it will not be callable prior to January 1, 2001.
Communications' commitment to fund the Issuer shall cease if Concept and
Communications together no longer possess a majority of the equity or voting
power of the Issuer as a result of the issuance of additional securities of the
Issuer. In the event that the Issuer enters into a strategic partnership,
Communications' commitment may be reduced up to the amount of the partner's
investment, be it as debt or equity financing, into the Issuer. Communications
also confirmed that the maturity date of all outstanding debt of the Issuer
extended by Communications to the Issuer through 1999, in the aggregate
principal amount of $63,997,292.01, is January 1, 2001. Communications shall
receive minimum monthly interest payments of $55,000 from the Issuer, which it
shall apply toward accruing interest arising from the terms of the promissory
notes from the Issuer to Communications.
On March 28, 2000, Concept delivered to Grant Thornton LLC a
letter (the "Concept March 2000 Thornton Letter") confirming that the maturity
date for all previous debt owed by the Issuer to Concept, in the aggregate
principal amount of $21,783,608.08, is January 1, 2001.
The foregoing descriptions of the Communications March 2000
Thornton Letter and the Concept March 2000 Thornton Letter are qualified in
their entirety by the text of the Communications March 2000 Thornton Letter and
the Concept March 2000 Thornton Letter, which are attached hereto as Exhibits
68.2 and 68.3, respectively, and are incorporated herein by reference.
On May 16, 2000, Communications loaned to the Issuer
$1,250,000, and the Issuer delivered to Communications a promissory note in like
amount (the "May 16, 2000 Promissory Note"). The May 16, 2000 Promissory Note is
payable on January 1, 2001, together with interest, at an annual rate equal to
the Prime Rate, as published in the Wall Street Journal on May 16, 2000. The May
16, 2000 Promissory Note is secured under the terms of the Communications
Security Agreement.
The foregoing description of the May 16, 2000 Promissory Note
is qualified in its entirety by the text of the May 16, 2000 Promissory Note
which is attached hereto as Exhibit 68.4 and is 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. 68.
-7-
<PAGE>
Item 7. Items to be Filed as Exhibits
Exhibit Description
68.1 Allonge No. 3 to Promissory Note, dated May 15, 2000, by and
between Crown Communications Corporation and Atlantic Video,
Inc.
68.2 Letter dated March 22, 2000 from Crown Communications
Corporation to Grant Thornton LLC.
68.3 Letter dated March 28, 2000 from Concept Communications, Inc. to
Grant Thornton LLC.
68.4 Promissory Note dated May 16, 2000 made by The Nostalgia
Network, Inc. to Crown Communications Corporation in the
principal amount of $1,250,000
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<PAGE>
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: May 30, 2000
CONCEPT COMMUNICATIONS, INC.
By: /s/ Werner G. Seubert
------------------------------------------
Werner G. Seubert, Vice President
CROWN COMMUNICATIONS CORPORATION
By: /s/ Werner G. Seubert
------------------------------------------
Werner G. Seubert, Vice President
CROWN CAPITAL CORPORATION
By: /s/ Werner G. Seubert
------------------------------------------
Werner G. Seubert, Vice President
NNI ACQUISITION CORPORATION
By: /s/ Werner G. Seubert
------------------------------------------
Werner G. Seubert, Vice President
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<PAGE>
Exhibit Index
<TABLE>
<S> <C> <C>
Exhibit Description Page
68.1 Allonge No. 3 to Promissory Note, dated May 15, 2000, by and between Crown Communications 11
Corporation and Atlantic Video, Inc.
68.2 Letter dated March 22, 2000 from Crown Communications Corporation to Grant Thornton LLC. 13
68.3 Letter dated March 28, 2000 from Concept Communications, Inc. to Grant Thornton LLC. 15
68.4 Promissory Noted dated May 16, 2000 made by The Nostalgia Network, Inc. to 16
Crown Communications Corporation in the principal amount of $1,250,000
</TABLE>
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<PAGE>
EXHIBIT 68.1
ALLONGE NO. 3 TO PROMISSORY NOTE
THIS ALLONGE NO. 3 TO PROMISSORY NOTE is made this 15th day of
May, 2000, to be attached to, modify, and be a part of that certain Promissory
Note dated as of July 21, 1993, in the original principal amount of Fifteen
Million Dollars ($15,000,000.00), made by CROWN COMMUNICATIONS CORPORATION, a
Delaware corporation ("Maker"), payable to ATLANTIC VIDEO, INC., a Delaware
corporation ("Holder"), modified by the Allonge to Promissory Note dated
December 30, 1993 to increase the principal amount of the Promissory Note to up
to Thirty-five Million Dollars ($35,000,000.00), and modified by the Allonge to
Promissory Note dated January 15, 1998 for Ninety Six Million Dollars
($96,000,000.00) (together the "Promissory Note"), the terms and conditions of
which Promissory Note are hereby modified and amended as follows:
The principal sum of the Promissory Note shall be One Hundred
Twenty-Six Million Dollars ($126,000,000.00), or so much thereof as from time to
time shall be advanced and remain unpaid, together with all accrued interest on
such advanced and unpaid balance, in accordance with the terms and provisions of
the Promissory Note.
The Maturity Date shall be: "on demand".
All other terms and conditions of the Promissory Note shall,
except as herein or heretofore modified, remain in full force and effect and all
rights, duties, obligations and responsibilities of the parties shall be
governed and determined by the Promissory Note as the same has been modified by
this Allonge No. 3 to Promissory Note.
IN WITNESS WHEREOF, Maker has executed and delivered this Allonge
to Promissory Note, and Holder has acknowledged and agreed to the terms hereof,
on the date first above written.
MAKER:
CROWN COMMUNICATIONS CORPORATION,
A Delaware corporation
By: /s/ Nicholas Chiaia
----------------------------
Nicholas Chiaia, Secretary
<PAGE>
ACKNOWLEDGED AND AGREED TO:
HOLDER:
ATLANTIC VIDEO, INC.
A Delaware corporation
By: /s/ Werner Seubert
----------------------
Werner Seubert, CFO
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<PAGE>
EXHIBIT 68.2
March 22, 2000
Mr. Tony Ricciardella
Grant Thornton LLC
2070 Chain Bridge Road #375
Vienna, Virginia 22182
Dear Mr. Ricciardella:
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 2000. 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 that you are relying upon the representations contained
in this letter in forming your opinion on Nostalgia's financial statements
regarding Nostalgia's ability to continue as a going concern. The financial
commitments discussed herein are intended solely for the purpose of satisfying
the "going concern" issue. Moreover, these commitments are not to be construed
as an approved operating budget; nor shall they be relied upon by Nostalgia or
third parties as a basis for extending credit. In addition, our continued
willingness to provide such financial support is conditioned upon the advance
approval by Nostalgia's Executive Committee of any original and acquired
programming expenses.
Solely for the purpose of determining Nostalgia's ability to continue as a going
concern, in connection with your audit of Nostalgia's 1999 financial statements,
the financial support to be provided by Crown to Nostalgia during 2000 shall be
a total of $15,000,000, which is to be given on an as-needed basis throughout
2000.
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 January 1, 2001. 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 63,997,292.01 shall be extended until
January 1, 2001, subject to acceleration if an Event of Default occurs. As of
today there has been no evidence of default, under the promissory note
evidencing such indebtedness.
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<PAGE>
MR. TONY RICCIARDELLA
Grant Thornton LLC
March 22, 2000
Page Two
Crown's continued willingness to provide such financial support shall cease if,
prior to December 31, 2000, as a result of issuance of Nostalgia securities,
Crown and Concept Communications, Inc. together 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 expenditures shall be subject to Crown's approval.
Crown shall receive minimum monthly interest payments of $55,000 from Nostalgia.
Said payments shall be applied toward accrued interest arising from the terms of
the promissory notes from Nostalgia to Crown.
Very truly yours,
/s/ Dong Moon Joo
------------------
Dong Moon Joo
President
Cc: Squire Rushnell
Diane Fuller
Frederick Newton
Nicholas J. Chiaia
<PAGE>
EXHIBIT 68.3
March 28, 2000
Mr. Tony Ricciardella
Grant Thornton LLC
2070 Chain Bridge Road #375
Vienna, Virginia 22182
Dear Mr. Ricciardella:
We hereby represent and confirm that the maturity date for all previous debt
owed by Nostalgia Network, Inc. to Concept Communications, Inc. in the aggregate
principal amount of $21,783,608.08 shall be extended until January 1, 2001,
subject to acceleration if an Event of Default occurs, as of today there has
been no evidence of default, under the promissory note evidencing such
indebtedness.
Very truly yours,
/s/ Dong Moon Joo
-------------------
Dong Moon Joo
President
Cc: Squire Rushnell
Diane Fuller
Frederick Newton
Nicholas J. Chiaia
<PAGE>
EXHIBIT 68.4
PROMISSORY NOTE
$1,250,000.00 Washington, D.C.
Maturity Date: January 1, 2001 May 16, 2000
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 two hundred
fifty thousand dollars ($1,250,000.00), together with all accrued interest on
such outstanding balance, in accordance with the terms and provisions of this
Note.
1. 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 May 16, 2000, compounded monthly. The
principal balance, together with all unpaid interest accrued thereon, shall be
due and payable on January 1, 2001 (the "Maturity Date").
2. Payments. All payments by Maker hereunder shall be applied (i) first to
any collection costs pursuant to Paragraph 8 hereof, (ii) second to the interest
due and unpaid under this Note, and (iii) thereafter, to any principal owing
under this Note.
3. Prepayment. Maker shall have the right to prepay, in part or in full,
without penalty, this Note (together with all accrued interest to the date of
prepayment on the amount of principal thus prepaid) at any time or times.
4. 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.
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<PAGE>
5. 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 any
outstanding promissory notes by Maker payable to Concept Communications,
Incorporated, a Delaware corporation ("Concept");
(d) The occurrence of an event of default under any
outstanding promissory notes by Maker payable to Holder;
(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.
6. 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 paralegal' 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.
7. 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
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<PAGE>
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.
8. Expenses of Collection. If this Note is referred to an attorney for
collection, whether or not any other action has been instituted or taken to
enforce or collect under this Note, Maker shall pay all of Holder's costs, fees
(including reasonable in-house and outside attorneys' and paralegal' fees) and
expenses in connection with such referral.
9. 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 law provisions.
10. Security. Payment of the indebtedness evidenced by this Note is
secured by certain assets of Maker pledged to Holder pursuant to the Security
Agreement.
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 Corporation
650 Massachusetts Avenue, N.W.
Washington, D.C. 20001
Attn: General Counsel
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<PAGE>
with a copy to: Venable
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 12(a).
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.
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<PAGE>
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal
on this 16th day of May 2000.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
A Delaware corporation
/s/ Willard R. Nichols By: /s/ Willard R. Nichols
------------------------ ----------------------
Secretary Name: Willard R. Nichols
Title: Vice President, General Counsel and
Secretary
[CORPORATE SEAL]
