Agreement

Amendment No. 2 to Management Cooperation Agreement

 

EXHIBIT 2.2
AMENDMENT NO. 2 TO
MANAGEMENT COOPERATION AGREEMENT
     AMENDMENT NO. 2, dated as of September 27, 2007 (this “Amendment No. 2”), to the MANAGEMENT COOPERATION AGREEMENT, dated as of June 1, 2007, as amended by Amendment No. 1 thereto, dated as of July 18, 2007 (the “Management Cooperation Agreement”), is entered into by and among CKX, Inc., a Delaware corporation (the “Company”), and each of the holders of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth on Schedule I to the Management Cooperation Agreement (each a “Stockholder”). All terms not herein defined shall have the meanings as set forth in the Management Cooperation Agreement.
W I T N E S S E T H:
     WHEREAS, the Company, Parent and Merger Sub have entered into Amendment No. 1 to the Merger Agreement, dated as of August 1, 2007 (“Amendment No. 1 to the Merger Agreement”) and Amendment No. 2 to the Merger Agreement, dated as of the date hereof (“Amendment No. 2 to the Merger Agreement”), providing for, among other things, extensions of the Outside Date under the Merger Agreement and an additional Non-Exclusivity Period;
     WHEREAS, pursuant to Section 9(b) of the Management Cooperation Agreement, the Company, acting through the Special Committee, and the Stockholders desire to further amend the Management Cooperation Agreement;
     The recitals set forth in this Amendment No. 2 shall be incorporated into and shall form part of the Management Cooperation Agreement, as amended hereby.
     NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Management Cooperation Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereby agree as follows:
     1. The last sentence of the second paragraph of the recitals set forth in the Management Cooperation Agreement shall be deleted in its entirety and replaced with the following:
“Capitalized terms used, but not defined, herein have the meanings ascribed to such terms in the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement and Amendment No. 2 to the Merger Agreement.”
     2. The third paragraph of the recitals set forth in the Management Cooperation Agreement shall be deleted in its entirety and replaced with the following:

 


 

“WHEREAS, pursuant to the terms and subject to the conditions of the Merger Agreement, the Company has the right (a) during the period beginning on September 27, 2007 and continuing until the Exclusivity Period Start Date (as defined in Amendment No. 2 to the Merger Agreement) (the “Non-Exclusivity Period”), to, among other things, (i) initiate, solicit and encourage Company Acquisition Proposals, (ii) enter into and maintain or continue discussions or negotiations with respect to Company Acquisition Proposals, and (iii) accept a Company Acquisition Proposal that the Board of Directors of the Company (acting through the Special Committee) believes in good faith is bona fide and is reasonably expected to result in a Company Acquisition Agreement that constitutes a Superior Proposal, or approve or recommend, or (provided that the Company has exercised its termination right under Section 8.1(f) of the Merger Agreement) execute or enter into, a Company Acquisition Agreement that constitutes a Superior Proposal (a “Permitted Agreement”);”
     3. Section 1(a) of the Management Cooperation Agreement shall be deleted in its entirety and replaced with the following:
“(a) Until the Expiration Time (as defined in Section 6) (the “Support Period”), at every annual, special or other meeting (and at every adjournment and postponement thereof) of the stockholders of the Company, however called, and in any stockholder consent in lieu of a meeting or otherwise, such Stockholder will vote, or cause to be voted, all of such Stockholder’s Shares in favor of, as applicable (i) the adoption of the Merger Agreement (as it may be modified or amended from time to time) and the approval of the Merger contemplated thereby, and any actions required in furtherance thereof, or (ii) the adoption of any Permitted Agreement (as it may be modified or amended from time to time) and the approval of the transactions contemplated thereby, and any actions required in furtherance thereof, but only if such Permitted Agreement shall provide for consideration payable to the holders of Common Stock by the purchaser of such stock (the “Purchaser”) that the Special Committee, after consultation with a qualified financial advisor, determines in good faith is valued at least $.25 per Merger Share greater than the Merger Consideration (a “Permitted Alternative Agreement”).”
     4. The term “Permitted Cash Agreement” shall be deleted in each place where it appears in the Management Cooperation Agreement and shall be replaced with the term:
“Permitted Alternative Agreement”.
     5. Except as otherwise expressly set forth herein, nothing contained in this Amendment No. 2 shall be deemed to limit, amend, modify, waive or extend any of the rights, terms or obligations under the Management Cooperation Agreement.
     6. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.
     7. EACH OF THE COMPANY AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 2 OR THE

 


 

TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE COMPANY OR EACH STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AMENDMENT NO. 2.
     8. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 


 

     IN WITNESS WHEREOF, each of the parties hereto has signed or caused this Amendment No. 2 to be signed by its respective duly authorized officer, as applicable, as of the date first written above.
                 
    CKX, INC
 
               
    By:   /s/ Thomas P. Benson    
             
 
      Name:   Thomas P. Benson    
 
      Title:   Chief Financial Officer    
 
               
    /s/ Robert F.X. Sillerman    
         
    Name: Robert F. X. Sillerman    
 
               
 
               
    /s/ Laura Baudo Sillerman    
         
    Name: Laura Baudo Sillerman    
 
               
 
               
    SILLERMAN COMMERCIAL
    HOLDINGS PARTNERSHIP L.P.
 
               
    By: SILLERMAN INVESTMENT
    CORPORATION, its General Partner
 
               
 
               
    By:   /s/ Robert F.X. Sillerman    
             
 
      Name:   Robert F.X. Sillerman    
 
      Title:   President    
 
               
    SILLERMAN CAPITAL HOLDINGS L.P.
 
               
    By: SILLERMAN CAPITAL HOLDINGS,
    INC., its General Partner
 
               
 
               
    By:   /s/ Robert F.X. Sillerman    
             
 
      Name:   Robert F. X. Sillerman    
 
      Title:   President    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]

 


 

         
 
  /s/ Michael G. Ferrel    
 
       
 
  Name: Michael G. Ferrel    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]

 


 

                 
    /s/ Mitchell J. Slater    
         
    Name: Mitchell J. Slater    
 
               
 
               
    Mitchell J. Slater 2004 GRAT
 
               
 
               
    By:   /s/ Mitchell J. Slater    
             
 
      Name:   Mitchell J. Slater    
 
      Title:   Trustee    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]

 


 

         
 
  /s/ Howard J. Tytel    
 
       
 
  Name: Howard J. Tytel    
 
       
 
       
 
  /s/ Sandra Tytel    
 
       
 
  Name: Sandra Tytel    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]

 


 

         
 
  /s/ Simon Fuller    
 
       
 
  Name: Simon Fuller    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]

 


 

         
 
  /s/ Thomas P. Benson    
 
       
 
  Name: Thomas P. Benson    
[Signature Page to Amendment No. 2 to the Management Cooperation Agreement]