Exhibit 10.11
XXXXXX XXXXXXXXX
000 X. 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
December 18, 1997
Big City Radio, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Re: Big City Radio, Inc.
Standby Commitment Letter
-------------------------
Dear Sirs:
I hereby agree that if upon consummation of the initial public
offering (the "IPO") of Big City Radio, Inc. (the "Company"), the net proceeds
from the IPO, including net proceeds from the exercise, if any, of the
underwriters' over-allotment option, do not aggregate at least $29 million, I
will purchase such a number of shares of the Company's Class A Common Stock, par
value $.01 per share ("Class A Common Stock") at a price of $7.00 per share, as
may be necessary to increase the sum of (x) aggregate net proceeds of the IPO
plus (y) aggregate net proceeds of my purchase of shares of Class A Common Stock
to $29.0 million. The shares of Class A Common Stock being purchased pursuant
to this Standby Commitment Letter shall be deemed to be Registrable Securities
subject to the benefits of the Registration Rights Agreement dated as of the
date hereof between the undersigned, Xxxxx Xxxxxxxxx and the Company.
This Agreement shall be governed by the laws of the State of New York
without regard to conflicts of law principles. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original.
Very truly yours,
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Xxxxxx and Accepted as of the date
first written above
BIG CITY RADIO, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: President and Chief Executive Officer
