EXHIBIT 2.2
XXXX TELEVISION, INC.
0000 XXXXXXXXX XXXX, X.X.
XXXXXXX, XXXXXXX 00000
August 2, 0000
Xxxx Xxx Corporation
0000 Xxxxxxxxx Xxxx X.X.
Xxxxxxx, Xxxxxxx 00000
Re: Triple Crown Media, Inc.
Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger Agreement")
proposed to be entered into by and among Triple Crown Media, Inc., a Delaware
corporation ("TCM"), BR Acquisition Corp, a Georgia corporation. and Bull Run
Corporation, a Georgia corporation ("Bull Run"), the Separation and the
Distribution Agreement proposed to be entered into by and between Xxxx
Television, Inc., a Georgia corporation ("Xxxx") and TCM (the "Separation and
Distribution Agreement"), and the transactions contemplated thereby. Capitalized
terms used but not otherwise defined in this letter (this "Letter Agreement")
shall have the meanings ascribed to such terms in the Merger Agreement.
In order to induce Bull Run to enter into the Merger Agreement, Xxxx represents
and warrants to Bull Run as follows:
1. The execution and delivery of the Separation and Distribution Agreement by
Xxxx and the consummation of the transactions contemplated thereby have
been duly and validly authorized by all necessary corporate action on the
part of Xxxx, and no other corporate proceedings on the part of Xxxx are
necessary to authorize the Separation and Distribution Agreement or to
consummate the transactions contemplated thereby.
2. Upon the consummation of the transactions contemplated by the Separation
and Distribution Agreement, TCM shall have all of the assets (tangible and
intangible) necessary for the conduct of the business of TCM and its
subsidiaries in the manner in which it was conducted by Xxxx on the date of
the Separation and Distribution Agreement and as such business is proposed
to be conducted by TCM following the consummation of the transactions
contemplated by the Separation and Distribution Agreement, except for the
assets referred to in Section 1.2 of the Separation and Distribution
Agreement.
3. Except as required by applicable Laws, TCM will have no liability for any
liabilities arising under any employee benefit plan currently, formerly, or
in the future maintained by Xxxx.
Bull Run Corporation
August 2, 2005
Page 2 of 3
In addition, in order to induce Bull Run to enter into the Merger Agreement,
Xxxx covenants and agrees as follows:
1. During the period from the date on which the Merger Agreement is executed
by the parties thereto and continuing until the earlier of the termination
of the Merger Agreement pursuant to Article VII thereof and the Effective
Time, Xxxx hereby covenants and agrees that, unless Bull Run shall
otherwise agree in writing and unless otherwise expressly permitted under
the Merger Agreement, Xxxx, TCM, and their respective subsidiaries shall
use their commercially reasonable efforts to conduct the businesses of Xxxx
Publishing LLC, a Delaware limited liability company and its subsidiaries,
and neither Xxxx, TCM, nor any of their respective subsidiaries shall take
any action with respect to such businesses except, in the ordinary course
of business and in a manner consistent with past practice; and each of
Xxxx, TCM, and their respective subsidiaries shall use commercially
reasonable efforts to preserve substantially intact such businesses, to
retain the services of the necessary current officers, employees and
consultants of Xxxx, TCM and their respective subsidiaries who are employed
in such businesses, and to preserve satisfactory relationships of Xxxx, TCM
and their respective subsidiaries with customers, suppliers and other
persons with which Xxxx, TCM or any of their respective subsidiaries has
significant business relations with respect to such businesses.
2. If and when (i) the Merger Agreement and the Separation and Distribution
Agreement have been duly executed by the parties thereto, (ii) all of the
conditions set forth in the Merger Agreement have been satisfied or waived
and (iii) all of the conditions set forth in the Separation and
Distribution Agreement have been satisfied or waived, Xxxx shall perform
its obligations and agreements as set forth in the Separation and
Distribution Agreement necessary to effect the Separation (as defined in
the Separation and Distribution Agreement).
3. Xxxx will not take any action which TCM would not be permitted to take
under Section 5.04(e) of the Merger Agreement.
4. Xxxx hereby, unconditionally and irrevocably, guarantees the due and
punctual payment of any liability of TCM to Bull Run arising from a breach
by TCM of any of the terms of the Merger Agreement; provided, however, that
such guarantee shall have no force or effect following the Effective Time.
To the fullest extent permitted by law, Xxxx hereby waives any and all
defenses to such guarantee.
* * *
Bull Run Corporation
August 2, 2005
Page 3 of 3
Very truly yours,
XXXX TELEVISION, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President and Chief Operating
Officer
ACKNOWLEDGED AND AGREED:
BULL RUN CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Vice President -- Finance
