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Exhibit 2.2
EXECUTION VERSION
SETTLEMENT AGREEMENT dated as
of July 13, 2005 (this “ Agreement ”), between
TIME WARNER INC. (“ Seller ”) and WMG
ACQUISITION CORP. (“ Purchaser ”).
WHEREAS Seller and Purchaser
have entered into a Purchase Agreement dated as of November 24,
2003, as amended on February 29, 2004 (as so amended, the “
Purchase Agreement ”), pursuant to which Seller sold
to Purchaser, and Purchaser purchased from Seller, the Warner
Businesses;
WHEREAS Purchaser delivered
an Adjustment Notice of Disagreement to Seller on July 2, 2004,
pursuant to Section 6.15(b) of the Purchase Agreement;
WHEREAS Seller and Purchaser
desire to resolve in writing all differences they have with respect
to the matters specified in the Adjustment Notice of Disagreement;
and
WHEREAS Seller and Purchaser
desire to resolve certain differences they have with respect to the
valuation and allocation of the Liabilities relating to the Seller
Employee Plans under Section 5.01(b) of the Purchase
Agreement.
NOW, THEREFORE, the parties
hereto agree as follows:
ARTICLE I
Agreement of the
Parties
SECTION 1.01. Payment
. Seller agrees to pay to Purchaser, within 10 business days of the
date hereof, the amount of $11,731,564.46 representing the full
satisfaction of Seller’s obligation pursuant to Sections
6.15(c), 6.15(d), 6.15(f) and 6.15(g) of the Purchase Agreement
with respect to all Adjustment Items or interest
thereon.
SECTION 1.02. Final and
Binding Adjustment Statement . Each of Seller and Purchaser
agrees that the statement attached hereto as Exhibit A shall
constitute the final and binding Adjustment Statement and that this
Agreement shall constitute the resolution in writing of all
differences with respect to the matters specified in the Adjustment
Notice of Disagreement. Each of Seller and Purchaser agrees not to
make any claim, under the Purchase Agreement or otherwise, for any
additional payments pursuant to Section 6.15 of the Purchase
Agreement, other than any additional payments that may from time to
time be required under Section 6.15(e) thereof.
SECTION 1.03. Pension
Settlement . Each of Seller and Purchaser agrees that Seller is
not required to make any additional payments to Purchaser under
Section 5.01(b) of the Purchase Agreement or Exhibit E of the
Amendment Agreement between Seller and Purchaser dated February 29,
2004 (the “Amendment Agreement”). Each of Seller and
Purchaser agrees that this Agreement shall constitute the
resolution in writing of all disputes relating to Section 5.01(b)
of the Purchase Agreement (other than the first sentence thereof
insofar as that sentence relates to matters other than the Time
Warner
UK Plan) and Exhibits C and E of the
Amendment Agreement. Notwithstanding Section 5.01(b) of the
Purchase Agreement, Seller agrees to retain all Seller’s
Liabilities with respect to or under the Time Warner UK Pension
Plan and Seller agrees to assume and be responsible for all
Liabilities of Purchaser under Section 5.01(b) with respect to or
under the Time Warner UK Pension Plan without any payment to or
from Purchaser and/or its Affiliates (other than contributions made
in respect of Relevant Employees by the UK Companies pursuant to
Exhibit C of the Amendment Agreement), and all such Liabilities
shall constitute Excluded Liabilities subject to indemnification
under Section 9.02(a) of the Purchase Agreement; provided however,
Seller shall have no obligation to reimburse or indemnify Purchaser
or any Purchaser Indemnified Party for any contribution in respect
of Relevant Employees made by the UK Companies pursuant to Exhibit
C of the Amendment Agreement.
SECTION 1.04. Covenant
Regarding Inter-Company Checks. Seller covenants and agrees that
neither Seller nor any of its Subsidiaries will cash any of the
inter-company checks identified in Exhibit B. Such checks shall
hereinafter be deemed null and void.
ARTICLE II
Miscellaneous
Provisions
SECTION 2.01. Defined
Terms . All terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Purcha
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