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. 62)
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
December 30, 1999
(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 18 Pages)
<PAGE>
CUSIP No. 669 752107 Page 2 of 18 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 13,430,427 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 0 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
13,430,427 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>
CUSIP No. 669 752107 Page 3 of 18 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 1,000,000 shares
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 13,430,427 shares
REPORTING
PERSON WITH 9. Sole Dispositive Power
1,000,000 shares
10. Shared Dispositive Power
13,430,427 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 18 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>
This Amendment No. 62 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
non-stock 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. 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 December 30, 1999 the Issuer and Communications executed a new
promissory note in the principal amount of $63,997,292.01 (the "Communications
1999 Wrap Note") substituting and replacing: (i) the promissory note dated March
22, 1999 in the principal amount of $3,500,000, (ii) the promissory note dated
March 27, 1999 in the principal amount of $50,571,503.02, (iii) the promissory
note dated June 9, 1999 in the principal amount of 2,000,000, (iv) the
promissory note dated August 23, 1999 in the principal amount of $1,000,000, (v)
the promissory note dated September 10, 1999 in the principal amount of
$1,000,000, (vi) the promissory note dated October 12, 1999 in the principal
amount of $1,000,000, (vii) the promissory note dated November 11, 1999 in the
principal amount of $1,000,000 and (viii) the promissory note dated December 20,
1999 in the principal amount of $1,000,000 (collectively, the "Old
Communications Notes").
The principal amount of the Communications 1999 Wrap Note equals the
total unpaid principal on the Old Communications Notes and all accrued and
unpaid interest thereon. Pursuant to its terms, interest shall accrue on the
unpaid principal balance of the Communications 1999 Wrap Note (as well as on all
accrued and unpaid interest) from and after the date of the Communications 1999
Wrap Note at a per annum rate equal to the Prime Rate as published in The Wall
Street Journal on December 30, 1999, compounded monthly, and interest of at
least Fifty Five Thousand Dollars ($55,000) per month shall be paid monthly on
the last day of each month commencing January 31, 2000, until December 31, 2000.
The principal balance, together with all remaining unpaid interest accrued
thereon, shall be due and payable on January 1, 2001. The Communications 1999
Wrap Note is secured under the terms of the Security Agreement between the
Issuer as "Debtor" and Communications as the "Secured Party" dated as of March
21, 1997 (the "Communications Security Agreement").
The foregoing description of the Communications 1999 Wrap Note is
qualified in its entirety by the text of the Communications 1999 Wrap Note which
is attached hereto as Exhibit 62.1 and is incorporated herein by reference.
On December 30, 1999 the Issuer and Concept executed a new promissory
note in the principal amount of $21,783,608.08 (the "Concept 1999 Wrap Note")
substituting and replacing:
<PAGE>
the promissory note dated March 27, 1999 in the principal amount of
$20,598,035.71 (the "Old Concept Note"). The principal amount of the Concept
1999 Wrap Note equals the total unpaid principal on the Old Concept Note and all
accrued and unpaid interest thereon. Pursuant to its terms, interest shall
accrue on the unpaid principal balance of the Concept 1999 Wrap Note (as well as
on all accrued and unpaid interest) from and after the date of the Concept 1999
Wrap Note at a per annum rate equal to the Prime Rate as published in The Wall
Street Journal on December 30, 1999, compounded monthly, and interest of at
least Five Thousand Dollars ($5,000) per month shall be paid monthly on the last
day of each month commencing January 31, 2000, until December 31, 2000. The
principal balance, together with all remaining unpaid interest accrued thereon,
shall be due and payable on January 1, 2001. The Concept 1999 Wrap Note is
secured under the terms of the Security Agreement between the Issuer as the
"Debtor" and Concept as the "Secured Party" dated as of January 4, 1996 (the
"Concept Security Agreement").
The foregoing description of the Concept 1999 Wrap Note is qualified in
its entirety by the text of the Concept 1999 Wrap Note which is attached hereto
as Exhibit 62.2 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. 62.
Item 7. Items to be Filed as Exhibits
Exhibit Description
62.1 Promissory Note dated December 30, 1999 made by The Nostalgia Network,
Inc. to Crown Communications Corporation in the principal amount of
$63,997,292.01.
62.2 Promissory Note dated December 30, 1999 made by The Nostalgia Network,
Inc. to Concept Communications, Inc. in the principal amount of
$21,783,608.08.
<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 11 , 2000
------
CONCEPT COMMUNICATIONS, INC.
` /s/
-------------------------------------------
By: Nicholas Chiaia, Secretary
CROWN COMMUNICATIONS CORPORATION
/s/
-------------------------------------------
By: Nicholas Chiaia, Secretary
CROWN CAPITAL CORPORATION
/s/
-------------------------------------------
By: Nicholas Chiaia, Secretary
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Description Page
62.1 Promissory Note dated December 30, 1999 made by The Nostalgia 9
Network, Inc. to Crown Communications Corporation in the principal
amount of $63,997,292.01.
62.2 Promissory Note dated December 30, 1999 made by The Nostalgia 14
Network, Inc. to Concept Communications, Inc. in the principal
amount of $21,783,608.08.
</TABLE>
<PAGE>
EXHIBIT 62.1
PROMISSORY NOTE
$63,997,292.01 Washington, D.C.
Maturity Date: January 1, 2001 December 30, 1999
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 sixty three million nine
hundred ninety seven thousand two hundred ninety two and 01/100 dollars
($63,997,292.01), 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 those certain promissory notes dated and in the
loan amounts stated in the table below:
Dated Loan amount
---------------------------------------------
03/22/99 3,500,000.00
03/27/99 50,571,503.02
06/09/99 2,000,000.00
08/23/99 1,000,000.00
09/10/99 1,000,000.00
10/12/99 1,000,000.00
11/11/99 1,000,000.00
12/20/99 1,000,000.00
(hereinafter collectively referred to as the "Old Notes"), respectively. 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 December 30, 1999, compounded monthly,
and interest of at least Fifty Five Thousand Dollars ($55,000) per month shall
be paid monthly on the last day of each month commencing January 31, 2000, until
December 31, 2000. The principal balance, together with all remaining unpaid
interest accrued thereon, shall be due and payable on January 1, 2001 (the
"Maturity Date").
<PAGE>
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
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 Concept
Communications, Incorporated, a Delaware corporation ("Concept") in the
principal amount of $21,783,608.08;
(d) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Concept, dated as of January 4,
1996;
(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
<PAGE>
(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
cumulative, and may be pursued singly, successively or together, at the sole
discretion of Holder, and may be exercised as often as occasion therefore 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 any action has been 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
<PAGE>
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 therefore, or sent by Federal Express or similar
courier, with receipt therefore, 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.
<PAGE>
16. Captions. The captions herein are for convenience of reference only
and in no way define or limit the scope or content of this Note or in any way
affect its provisions.
17. Debtor-Creditor Relationship. Holder shall in no event be construed
for any purpose to be a partner, joint venturer or associate of Maker, it being
the sole intention of the parties to establish a relationship of debtor and
creditor.
18. Time of the Essence. It is expressly agreed that time is of the
essence in the performance of the obligations set forth in this Note.
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal on
this 30th day of December, 1999.
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Willard R. Nichols By: /s/ Willard R. Nichols
- ---------------------------- -----------------------------------
Secretary Name: Willard R. Nichols, Esquire
Title: Vice President, General Counsel
& Secretary
[CORPORATE SEAL]
<PAGE>
EXHIBIT 62.2
PROMISSORY NOTE
$21,783,608.08 Washington, D.C.
Maturity Date: January 1, 2001 December 30, 1999
FOR VALUE RECEIVED, the undersigned, THE NOSTALGIA NETWORK, INC. a
Delaware corporation ("Maker"), hereby promises to pay to the order of CONCEPT
COMMUNICATIONS INCORPORATED, 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 one million seven
hundred eighty three thousand six hundred eight and 08/100 dollars
($21,783,608.08), 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 those certain promissory notes dated and in the
loan amounts dated March 27, 1999 in the principal amount of $20,598,035.71
(hereinafter referred to as 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 December 30, 1999, compounded monthly,
and interest of at least Five Thousand Dollars ($5,000) per month shall be paid
monthly on the last day of each month commencing January 31, 2000, until
December 31, 2000. The principal balance, together with all remaining unpaid
interest accrued thereon, shall be due and payable on January 1, 2001 (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
<PAGE>
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 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 ("Crown") in the principal
amount of $63,997,292.01
(d) The occurrence of an event of default under that certain
Security Agreement by and between Maker and Crown, 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,
<PAGE>
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 therefore 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 any action has been 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 therefore, 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, Incorporated
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.
IN WITNESS WHEREOF, Maker has executed this Promissory Note under seal on
this 30th day of December, 1999.
<PAGE>
MAKER:
ATTEST: THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
/s/ Willard R. Nichols By: /s/ Willard R. Nichols
- --------------------------- ----------------------------------
Secretary Name: Willard R. Nichols, Esquire
Title: Vice President, General Counsel
& Secretary
[CORPORATE SEAL]
