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EXHIBIT 99.2
AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
AMONG
GANNETT CO., INC.,
COMBINED COMMUNICATIONS CORPORATION,
GANNETT TRANSIT, INC.,
SHELTER MEDIA COMMUNICATIONS, INC.,
GANNETT INTERNATIONAL COMMUNICATIONS, INC.,
AND
OUTDOOR SYSTEMS, INC.
DATED JULY 9, 1996 AND AMENDED AS OF AUGUST 12, 1996
("ASSET PURCHASE AGREEMENT")
This Amendment No. 2 is made as of August 19, 1996, among the
undersigned parties to the Asset Purchase Agreement. Unless otherwise defined
herein, all capitalized terms used herein shall have the meanings ascribed to
such terms in the Asset Purchase Agreement. The undersigned wish to amend the
Asset Purchase Agreement to change the Closing Date, and in consideration of the
mutual covenants agree as follows:
1. Section 2.1 of the Asset Purchase Agreement is amended by deleting
the term "August 26, 1996" and substituting therefor "August 22, 1996," such
that the section shall in its entirety read as follows:
"2.1. Time and Place of Closing. The closing (the "Closing") of
the sale and purchase of the Assets and the Shares shall be held
in the offices of Gannett at 1100 Wilson Boulevard, Arlington,
Virginia 22234 on the date (the "Closing Date") that is the later
of (i) August 22, 1996 or (ii) such other time and place as shall
be mutually agreed upon by the parties."
2. Notwithstanding anything to the contrary contained in the Asset
Purchase Agreement, for purposes of preparing the Closing Date Balance Sheet and
determining the Purchase Price adjustment (including prorations) pursuant to
Sections 1.4(a), (b) and (c) of the Asset Purchase Agreement, the Closing Date
shall be deemed to be August 23, 1996 and the Closing shall be deemed to have
occurred as of the closing of business on such date. For all other purposes of
the Asset Purchase Agreement, the Closing and the Closing Date shall remain as
defined in Section 2.1.
3. Section 10.2(d) of the Asset Purchase Agreement is amended by
deleting the fifth sentence of such section and by substituting therefor the
following:
For purposes of this Section 10.2(d), employees of the Division
hired by Buyer shall be construed to mean only those employees of
the Division hired by Buyer who remain in the employ of Buyer
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through a date, selected by the Seller, that is no less than
fifteen days prior to the date that the transfer of assets
contemplated herein is effected. The Seller shall provide Buyer
with adequate prior written notice of the date it selects pursuant
to the immediately preceding sentence and Buyer shall identify to
the Seller those employees who continue to be employed by Buyer as
of that date.
4. The terms of this Amendment No. 2 shall be in addition to and
shall in no way impair the full force and effect of the Asset Purchase Agreement
(except as specifically amended herein).
5. This Amendment No. 2 may be executed by the parties in as many
counterparts as may be deemed necessary and convenient and by the different
parties on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the
same instrument.
6. This Amendment No. 2 shall be governed by and construed in
accordance with the laws of the state of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 as of the date first above written.
GANNETT INTERNATIONAL GANNETT CO., INC.
COMMUNICATIONS, INC.
By:/s/ Jimmy L. Thomas By:/s/ Jimmy L. Thomas
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Jimmy L. Thomas Jimmy L. Thomas
Vice President and Treasurer Senior Vice President/Financial
Services and Treasurer
OUTDOOR SYSTEMS, INC. COMBINED COMMUNICATIONS
CORPORATION
By:/s/ William S. Levine By:/s/ Jimmy L. Thomas
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William S. Levine Jimmy L. Thomas
Chairman Vice President and Treasurer
GANNETT TRANSIT, INC.
By:/s/ Jimmy L. Thomas
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Jimmy L. Thomas
Treasurer
SHELTER MEDIA
COMMUNICATIONS, INC.
By:/s/ Jimmy L. Thomas
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Jimmy L. Thomas
Treasurer
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