Concept Communications Inc, et al. · SC 13D/A · Nostalgia Network Inc · On 4/30/96 · EX-99.1

Filed On 4/30/96   ·   SEC File 5-36493   ·   Accession Number 1006146-96-3

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     33K 
                          Ownership                                              
 2: EX-99.0     Miscellaneous Exhibit                                  5±    25K 
 3: EX-99.1     Miscellaneous Exhibit                                  2±    11K 
 4: EX-99.2     Miscellaneous Exhibit                                  2±    12K 
 5: EX-99.3     Miscellaneous Exhibit                                  2±    11K 

EX-99.1   ·   Miscellaneous Exhibit

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Concept Communications, Inc.      
650 Massachusetts Avenue, N.W.,       
Suite 200, Washington, D.C., 20001      

April 16, 1996                                                                  

Messrs. Robert Wussler & William H. Lash, III                                   
The 144 Committee of The Nostalgia Network, Inc.                                
650 Massachusetts Avenue, N.W.                                                  
Washington, D.C.  20001                                                         

Gentlemen:                                                                      

As an inducement to Concept Communications, Inc. ("Concept") to                 
make a bridge loan in the amount of $4.5 million (the "April 1996               
Bridge Loan") to The Nostalgia Network, Inc. ("Nostalgia"),                     
Concept desires that Nostalgia agree to certain terms as a                      
condition to Concept making the April 1996 Bridge Loan.  These                  
conditions are as follows:                                                      

Concept is extending the April 1996 Bridge Loan at a very                       
favorable interest rate to induce Nostalgia to pay accrued                      
interest on such loan on a monthly basis.  Such monthly interest                
payments shall begin 30 days after the loan is received, and                    
every month thereafter, for so long as the April 1996 Bridge Loan               
is outstanding.  Concept restates that all outstanding loans                    
payable by Nostalgia to Concept during calendar year 1996 shall                 
not be callable before February 1, 1997.  However, other                        
agreements and understandings between Nostalgia and Concept                     
notwithstanding, if on February 1, 1997, all interest payments                  
required on the April 1996 Bridge Loan have not been paid in full               
in accordance with the terms of this letter, and all accrued and                
unpaid interest on all other outstanding loans have not been paid               
in full, then all outstanding loans payable by Nostalgia to                     
Concept shall have their interest rates adjusted as of February                 
1, 1997, to a rate equal to the Prime Rate, as published in the                 
Wall Street Journal, and adjusted from time to time, plus two (2)               
percentage points ("Prime Plus Two").                                           

This letter, in conjunction with Concept's letter to BDO Seidman                
("BDO Seidman Letter"), dated April 16, 1996, supersedes and                    
completely replaces Concept's March 21, 1996 letter ("March                     
Letter") sent to Ambassador Sanchez, which was previously                       
withdrawn.                                                                      

Nostalgia agrees that Concept's funding is to specifically cover                
commitments existing as of December 31, 1995, and no money shall                
be used for programming commitments entered into after December                 
31, 1995 unless specifically approved by Concept.  Nostalgia is                 
aware that as of today both parties have not completed a final                  
budget for 1996.                                                                

Please indicate your acceptance to the terms hereof by executing                
this agreement where indicated below.                                           

Sincerely,                  

CONCEPT COMMUNICATIONS, INC.

/s/ WERNER G. SEUBERT       
by  Werner G. Seubert       

ACCEPTED AND AGREED TO:                                                         

THE NOSTALGIA NETWORK, INC.                                                     

/s/ MARTIN A. GALLOGLY                                                          
By: Martin A. Gallogly, Vice President                                          

/s/ DANIEL C. HOLDGREIWE                                                        
By:  Daniel C. Holdgreiwe, Secretary                                            

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC 13D/A Filing		Date		Other Filings
		12/31/95		10-K, 10-K/A, NT 10-K
		3/21/96
		4/16/96
Filed On / Filed As Of		4/30/96
		2/1/97
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