Concept Communications, Inc.
October 2, 1995
The Nostalgia Network, Inc.
c/o 144 Committee
000 Xxxxxxxxxxxxx Xxxxxx, X.X.
Washington, D.C. 20001
Attention: Xxxxxxxxx Xxxxxxx Xxxx
Gentlemen:
In a letter agreement between Concept Communications, Inc.
("Concept") and The Nostalgia Network, Inc. ("Nostalgia") dated
March 29, 1995, executed contemporaneously with a promissory note
in the amount of $1,500,000 by Nostalgia in favor of Concept, the
parties agreed in the second sentence of section 4 substantially
as follows:
. . .
". . .[I]n the event of any future sales of shares by Nostalgia
to a third party at a price less than the price to be agreed to
by Concept and Nostalgia with respect to the conversion of all
currently outstanding bridge loans, as well as the currently
contemplated bridge loan, Nostalgia would issue such number of
additional shares to Concept as to cause Concept's subscription
price to be adjusted to such lesser purchase price."
. . .
As a further inducement for Concept to make an additional
bridge loan or loans to Nostalgia, Nostalgia hereby agrees that
Concept's right to receive additional Nostalgia shares as set
forth in the above-mentioned letter agreement shall be calculated
and adjusted on the basis of all outstanding loans from Concept
to Nostalgia as of the date of the conversion of such loans into
equity.
Please indicate your acceptance to the terms hereof by
executing this agreement where indicated below.
Yours truly,
CONCEPT COMMUNICATIONS, INC.
By: s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Vice-President
ACCEPTED AND AGREED TO:
THE NOSTALGIA NETWORK, INC.
By: s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Vice-President
