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 Com
