EX-2.2
Published on May 1, 2025
Exhibit 2.2
|
AMENDMENT TO THE
SHARE PURCHASE AGREEMENT
| ||
relating to | ||
|
CLEAR CHANNEL HOLDINGS LIMITED
between
| ||
|
CLEAR CHANNEL INTERNATIONAL HOLDINGS B.V. CLEAR CHANNEL OUTDOOR, LLC
CLEAR CHANNEL INTERNATIONAL B.V.
| ||
and | ||
BAUER RADIO LIMITED | ||
PARTIES
(1)CLEAR CHANNEL INTERNATIONAL HOLDINGS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, its registered office at Herikerbergweg 88, 1101CM in Amsterdam and being registered with the Dutch trade register under number 34120041 (the “Seller”);
(2)CLEAR CHANNEL OUTDOOR, LLC, a limited liability company formed under the laws of the State of Delaware and having its principal executive office at 4830 North Loop 1604 West, Suite 111, San Antonio, Texas 78249 (the “Seller’s Guarantor”);
(3)CLEAR CHANNEL INTERNATIONAL B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its official seat (statutaire zetel) in Amsterdam, its registered office address at Herikerbergweg 88, 1101CM in Amsterdam and being registered with the Dutch trade register under number 34118139 (the “Parent”); and
(4)BAUER RADIO LIMITED, a private limited company incorporated and registered in England and Wales, having its registered office at Media House, Peterborough Business Park, Lynch Wood, Peterborough, United Kingdom PE2 6EA and with company number 01394141 (the “Purchaser”),
each a “Party” and together the “Parties”.
INTRODUCTION
(A)On 8 January 2025, the Parties entered into a share purchase agreement in relation to the acquisition by the Purchaser and the sale by the Seller of the shares in Clear Channel Holdings Limited (the “SPA”).
(B)The Parties have agreed to further amend the SPA on the terms and subject to the conditions set out in this agreement (the “Amendment Agreement”).
IT IS AGREED
1DEFINITIONS AND INTERPRETATION
1.1For the avoidance of doubt, all references to “the SPA” shall include its schedules.
1.2Capitalized terms used but not defined herein shall have the meaning ascribed to them in the SPA.
1.3The rules of interpretation set out in Clauses 1.2 to 1.7 (inclusive) of the SPA shall apply mutatis mutandis to this Amendment Agreement.
1 | ||
2MODIFICATIONS TO THE AGREED FORM TRANSITIONAL SERVICES AGREEMENT
The Parties acknowledge and agree that the Transitional Services Agreement in the agreed form as of 8 January 2025 is hereby replaced with the Transitional Services Agreement attached hereto at Schedule 1, which shall be the “agreed form” Transitional Services Agreement for the purposes of the SPA.
3MODIFICATIONS TO THE AGREED FORM SPAIN TRANSITIONAL SERVICES AGREEMENT
The Parties acknowledge and agree that the Spain Transitional Services Agreement in the agreed form as of 8 January 2025 is hereby replaced with the Spain Transitional Services Agreement attached hereto at Schedule 2, which shall be the “agreed form” Spain Transitional Services Agreement for the purposes of the SPA.
4MISCELLANEOUS
4.1This Amendment Agreement constitutes an amendment to the SPA. The SPA, as amended from time to time, and this Amendment Agreement, shall be read and construed together as a single agreement reflecting the terms of the SPA as modified by this Amendment Agreement.
4.2Except as expressly modified by this Amendment Agreement, the SPA and all the provisions, terms, covenants and conditions contained therein, shall remain unchanged and in full force and effect. The SPA, as amended from time to time (including as modified by this Amendment Agreement) and all of the provisions, terms, covenants and conditions contained therein are hereby reaffirmed, ratified and approved in all respects.
4.3If there is any conflict, apparent conflict or ambiguity between this Amendment Agreement, on the one hand, and the SPA, on the other hand, in relation to any matters expressly addressed by this Amendment Agreement, this Amendment Agreement shall prevail.
4.4Clause 18.1, Clause 18.5, Clauses 18.13 to 18.22 (inclusive), Clauses 18.24 to 18.31 (inclusive) and Clauses 18.34 to 18.37 (inclusive) of the SPA shall apply mutatis mutandis to this Amendment Agreement.
4.5This Amendment Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with the laws of England and Wales.
4.6The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Amendment Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this Amendment Agreement).
4.7This Amendment Agreement shall enter into force on the date of last signature of this Amendment Agreement and shall continue in full force and effect as long as the SPA (as amended from time to time) remains in full force and effect.
2 | ||
IN WITNESS WHEREOF this Amendment Agreement has been duly executed on 6 March 2025.
SIGNED and delivered as a deed by Daryl Hall (under power of attorney) on behalf of CLEAR CHANNEL INTERNATIONAL HOLDINGS B.V.
|
/s/ Daryl Hall | |||||||
| Signature | ||||||||
SIGNED and delivered as a deed by CLEAR CHANNEL OUTDOOR, LLC, acting by Lynn Feldman who is duly authorised to execute for Clear Channel Outdoor, LLC under the laws of the state of Delaware
|
/s/ Lynn Feldman | |||||||
| Signature | ||||||||
SIGNED and delivered as a deed by Daryl Hall (under power of attorney) on behalf of CLEAR CHANNEL INTERNATIONAL B.V.
|
/s/ Daryl Hall | |||||||
| Signature | ||||||||
SIGNED and delivered as a deed by Peter Davies and Christopher Jones on behalf of BAUER RADIO LIMITED
|
/s/ Peter Davies | |||||||
| Signature | ||||||||
| /s/ Christopher Jones | ||||||||
| Signature | ||||||||
Schedule 1
Agreed Form Transitional Services Agreement
[To be provided separately]
Schedule 2
Agreed Form Spain Transitional Services Agreement
[To be provided separately]