Exhibit 10.2
SECOND
AMENDMENT
Dated as of June 1, 2007
This SECOND AMENDMENT (this
“ Amendment ”) is entered into by and between
CKX, INC., a Delaware corporation (the “
Borrower ”), and BEAR STEARNS CORPORATE LENDING
INC. , as administrative agent (in such capacity the “
Administrative Agent ”).
Preliminary
Statements
1. Reference is made to the
Credit Agreement, dated as of May 24, 2006 (as amended by the
First Amendment and Waiver, dated as of February 20, 2007, and
as further amended, restated, supplemented or otherwise modified
from time to time, the “ Credit Agreement ”),
among the Borrower, the Lenders party thereto, Bear, Stearns &
Co. Inc., as exclusive advisor, sole lead arranger and sole
bookrunner, UBS Securities LLC and The Bank of New York, as
co-syndication agents, Lehman Commercial Paper, Inc. and Credit
Suisse, as co-documentation agents, and the Administrative Agent.
Capitalized terms used but not otherwise defined herein are used
with the meanings given in the Credit Agreement.
2. The Borrower has requested
that the Credit Agreement be amended as herein set forth.
3. The Required Lenders are
willing to consent to the amendment and waiver request described
above on the terms and subject to the conditions set forth
below.
NOW, THEREFORE , in
consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Credit
Agreement.
(a) Section 1.1 of the
Credit Agreement is hereby amended by adding the following
definitions in appropriate alphabetical order:
““ FXLR ”:
means FX Luxury Realty LLC, a Delaware limited liability
company.”
““ FXLR
Acquisition ”: the acquisition by the Borrower of 50% of
the equity ownership interests in FXLR pursuant to and in
accordance with the terms and conditions of the Membership Interest
Purchase Agreement, dated as of June 1, 2007, by and among
FXLR, the Borrower and Flag Luxury Properties, LLC, for cash
consideration not to exceed $100,000,000.”
““ FXLR License
Agreements ”: agreements whereby (i) one or more of
the Elvis Operating Companies will grant to FXLR an exclusive
worldwide license to develop, among other things, Elvis
Presley-themed hotels and real estate-based attractions (including
Elvis Presley-themed casinos) and (ii) the GOAT Operating
Company will grant to FXLR an exclusive worldwide license to
develop, among other things, Muhammad Ali-themed hotels and real
estate-based attractions, in each
1
case,
which license agreements collectively shall provide for the payment
to the licensor of license fees equal to at least 3.0% of the total
gross revenues generated from such hotels, attractions and casinos
(with minimum aggregate licensing fees of $10,000,000 during each
of the first three years of their respective terms, $20,000,000
during each of the fourth, fifth and sixth years of their
respective terms, and $25,000,000 each year
thereafter).”
““ Second
Amendment ”: the Second Amendment to the Credit
Agreement, dated as of June 1, 2007, by and between the Borrower
and the Administrative Agent (at the direction of the Required
Lenders).”
““ Second Amendment
Effective Date ”: the date on which the Second Amendment
became effective in accordance with Section 2
thereof.”
(b) Section 1.1 of the
Credit Agreement is hereby amended by deleting the defined terms
set forth below and replacing them in their entirety with the
following new definitions in appropriate alphabetical order:
““ Addendum
”: an instrument, substantially in the form of Exhibit A
to this Agreement or Exhibit A to the Second Amendment, by
which a Lender becomes a party to this Agreement as of the Closing
Date or as of the Second Amendment Effective Date.”
““ Subsidiary
”: as to any Person, a company, a corporation, partnership,
limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower. Notwithstanding the
foregoing, FXLR shall at all times be deemed not to be a
Subsidiary.
““ Swingline
Commitment ”: the obligation of the Swingline Lender to
make Swingline Loans pursuant to Section 2.3 in an aggregate
principal amount at any one time outstanding not to exceed
$10,000,000 (provided that the Swingline Commitment shall be
$100,000,000 for the period commencing on May 31, 2007 and
ending on June ___, 2007, such additional Swingline Commitment to
be available for the sole purpose of funding the FXLR
Acquisition).”
““ Total Revolving
Commitments ”: at any time, the aggregate amount of the
Revolving Commitments then in effect. The original amount of the
Total Revolving Commitments as of the Closing Date was
$125,000,000. The amount of the Total Revolving Commitments as of
the Second Amendment Effective Date is $150,000,000.”
(c) Section 4.16 of the
Credit Agreement is hereby amended by adding the words “and
the FXLR Acquisition” at the end thereof and prior to the
period (“.”).
(d) Section 7.3(l) of the
Credit Agreement is hereby amended by adding the phrase “,
licenses granted pursuant to the FXLR License Agreements”
immediately after the words “non-exclusive
licenses”.
2
(e) Section 7.5(b) of the
Credit Agreement is hereby amended by adding the phrase “or
pursuant to the FXLR License Agreements” immediately after
the words “non-exclusive basis”.
(f) Section 7.6 of the
Credit Agreement is hereby amended by (i) deleting the word
“and” at the end of clause (g) thereof;
(ii) deleting the period at the end of clause (h) thereof
and replacing it with “; and”; and (iii) inserting
the following new clause (i) at the end thereof:
“(i)
the Borrower shall be permitted to make a one time distribution to
its shareholders consisting of up to 50% of its equity ownership
interest in FXLR (provided that (x) the Borrower shall have
obtained all necessary corporate and governmental approvals
necessary for such distribution and (y) the Borrower shall
have taken such action as the Administrative Agent may reasonably
request in order to maintain a perfected security interest in the
remaining ownership interests in FXLR that are retained by the
Borrower).”
(g) Section 7.8 of the
Credit Agreement is hereby amended by (i) deleting the word
“and” at the end of clause (n) thereof;
(ii) deleting the period at the end of clause (o) thereof
and replacing it with “; and”; and (iii) inserting
the following new clause (p) at the end thereof:
“(p) Investments made by
the Borrower after the Closing Date consisting of the FXLR
Acquisition; provided that (i) the aggregate amount
paid by the Borrower pursuant to this clause (p) in connection
with such acquisition shall not exceed $100,000,000 (plus
reasonable and customary fees and expenses related thereto), (ii)
the Borrower shall be in compliance with the financial covenants
set forth in Section 7.1 on a pro forma basis after giving effect
to such acquisition (and a Responsible Officer of the Borrower
shall have certified to such compliance) and (iii) immediately
prior, and after giving effect, to such acquisition, no Default or
Event of Default shall have occurred and be
continuing.”
(h) Section 7.16 of the
Credit Agreement is hereby
| 
