Exhibit 2.2
AMENDMENT NO. 3 TO
MANAGEMENT COOPERATION AGREEMENT
AMENDMENT NO. 3, dated as of
May 27, 2008 (this “ Amendment No. 3
”), to the MANAGEMENT COOPERATION AGREEMENT, dated as of
June 1, 2007, as amended by Amendment No. 1 thereto,
dated as of July 18, 2007 and Amendment No. 2 thereto,
dated as of September 27, 2007 (as amended, 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
hereto (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 an Amendment No. 4 to the
Merger Agreement, dated as of the date hereof (“ Amendment
No. 4 to the Merger Agreement ”), which provides
for, among other things, an amendment to the Merger Consideration,
an extension of the Outside Date under the Merger Agreement and an
additional Non-Exclusivity Period;
WHEREAS , Sillerman
Commercial Holdings Partnership, L.P., a party to the Management
Cooperation Agreement, has transferred all of its shares of common
stock of the Company to Robert F.X. Sillerman and no longer holds
any interest in the Company;
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 in connection
with the changes set forth in Amendment No. 4 to the Merger
Agreement and to remove Sillerman Commercial Holdings Partnership,
L.P. as a party to the Management Cooperation Agreement.
The recitals set forth in this
Amendment No. 3 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
to date and as may be further amended from time to
time.”
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 May 27,
2008 and continuing until the Exclusivity Period Start Date (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
th
