Exhibit 2.2
Big City Radio, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
April 20, 1998
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Productions, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Trade Agreement
Dear ▇▇. ▇▇▇▇▇▇:
This letter agreement ("Letter Agreement") will confirm our
understanding regarding the trade relationship by and between Big City Radio,
Inc. ("Big City"), on behalf of its radio operations in Chicago, Illinois, and
▇▇▇▇▇▇ ▇▇▇▇▇▇ Productions, Inc. ("▇▇▇▇▇▇ ▇▇▇▇▇▇"), as referenced in the Asset
Purchase Agreement, dated as of this date, by and between the parties (the
"Asset Purchase Agreement"). Accordingly, the following terms and conditions
shall apply:
1. Term. The term of this Letter Agreement shall commence upon the
Closing Date (as defined in the Asset Purchase Agreement) of the
transaction contemplated by the Asset Purchase Agreement, and shall
stay in effect, unless otherwise earlier terminated in accordance
herein, for a period of ten (10) years thereafter (the "Term").
2. Value.
a) During the Term, Big City agrees to provide you with goods
or services in the aggregate fair market value of Seven
Hundred and Fifty Thousand Dollars ($750,000.00) (the
"Value"), to be delivered at an approximate rate of Two
Hundred and Fifty Thousand Dollars ($250,000.00) during
three (3) successive forty (40) month periods, but at no
more than Seventy-Five Thousand Dollars ($75,000.00) per
twelve (12) month period. Credit against Value shall be
computed at time of order for goods and services by ▇▇▇▇▇▇
▇▇▇▇▇▇. Value not ordered during each forty (40) month
period may not be carried forward into the next forty (40)
month period. Value will be counted, for United States tax
purposes, as capital gains.
b) From time to time throughout the Term, Big City may
accelerate the delivery of the Value, with prior written
approval of ▇▇▇▇▇▇ ▇▇▇▇▇▇,
such approval not to be unreasonably withheld. In the
event that acceleration is undertaken in accordance with
this paragraph, the Term shall terminate upon delivery of
the full Value.
c) Only with prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇, Big City
may employ a ▇▇▇▇ ▇▇▇▇▇, brokerage house or any other
third party to obtain goods and services on behalf of
▇▇▇▇▇▇ ▇▇▇▇▇▇. In such event, Big City shall be credited
against the Value for the actual amount of airtime or
advertising it must expend or convey to obtain the goods
or services.
d) Goods and Services. From time to time throughout the Term,
▇▇▇▇▇▇ ▇▇▇▇▇▇ may provide Big City with certain accounts
or advertisers which, in exchange for airtime or
advertising on Big City's radio stations, will provide
goods or services to Big City for the benefit of ▇▇▇▇▇▇
▇▇▇▇▇▇; all such account or advertising agreements,
however, will be directly between Big City and the
advertisers. Big City retains the right to accept or
decline the accounts or advertisers provided to it by
▇▇▇▇▇▇ ▇▇▇▇▇▇ in accordance with this paragraph and, under
no circumstances, shall Big City undertake any arrangement
or agreement on behalf of ▇▇▇▇▇▇ ▇▇▇▇▇▇ which would
violate the rules and regulations of the Federal
Communications Commission, the Communications Act of 1934,
as amended, or the terms and conditions of the its radio
station licenses.
4. Settlement of Disputes.
a) The parties hereto shall endeavor to settle amicably by
mutual discussions any disputes, differences, or claims
whatsoever related to this Letter Agreement.
b) Failing such amicable settlement, any controversy, claim
or dispute arising under or relating to this Letter
Agreement, including the existence, validity,
interpretation, performance, termination or breach
thereof, shall finally be settled by arbitration in
accordance with the International Arbitration Rules of the
American Arbitration Association ("AAA"). There shall be
three (3) arbitrators, the first of which shall be
appointed by the claimant in its notice of arbitration,
the second of which shall be appointed by the respondent
within thirty (30) days of the appointment of the first
arbitrator and the third of which shall be jointly
appointed by the party-appointed arbitrators within thirty
(30) days thereafter. The Arbitrator will not have
authority to award punitive damages to either party. Each
party shall bear its own expenses, but the parties shall
share equally the expenses of the Arbitration Tribunal and
the AAA. This Letter Agreement shall be enforceable, and
any arbitration award shall be final, and judgment
thereon may be entered in any court of competent
jurisdiction. The arbitration shall be held in Chicago,
IL, USA.
5. Assignment. This Letter Agreement and the benefits or obligations hereunder
may not be assigned without the prior written consent of the non-assigning
party, such consent not to be unreasonably withheld.
6. Indemnification. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall indemnify or defend Big City, its
affiliates, subsidiaries, directors, officers or employees, against any and
all third party claims arising out of ▇▇▇▇▇▇ ▇▇▇▇▇▇' use or enjoyment of
the goods and services conveyed pursuant to this Letter Agreement.
Accordingly, please indicate your agreement and acceptance with the
terms and conditions set forth in this Letter Agreement by signing your name in
the space provided below.
Sincerely yours,
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
President & CEO
Agreed and Accepted:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Productions, Inc.
President