AMENDMENT NO. 1 TO MANAGEMENT COOPERATION AGREEMENT
Exhibit
26
AMENDMENT
NO. 1 TO
AMENDMENT
NO. 1, dated as of July 18, 2007 (this “Amendment”), to the MANAGEMENT
COOPERATION AGREEMENT, dated as of June 1, 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 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,
pursuant to Section 9(b) of the Management Cooperation Agreement, the Company,
acting through the Special Committee, and the Stockholders desire to amend
the
Management Cooperation Agreement;
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. Section
2 will be deleted
and replaced in its entirety with the following:
Each
Stockholder hereby, jointly and severally with respect to the other Stockholders
in such Stockholder’s Executive Officer Group, and severally and not jointly
with respect to each of the other Stockholders, covenants and agrees to the
Company as follows:
(a) Until
the Expiration Time, such Stockholder will not directly or indirectly, except
as
specifically provided in this agreement (i) sell, assign, transfer (by merger
or
otherwise by operation of law), pledge, encumber or otherwise dispose of
(including by gift) any of such Stockholder’s Shares, or any interest therein,
(ii) deposit any of such Stockholder’s Shares into a voting trust or enter into
a voting agreement or arrangement with respect to any of such Shares or grant
any proxy or power of attorney with respect thereto that is inconsistent with
this Agreement, (iii) enter into any contract, option or other arrangement
or
undertaking with respect to the direct or indirect sale, assignment, transfer,
tender, pledge, encumbrance, or other disposition of any of such Shares, or
(iv)
commit or agree to take any of the foregoing actions. Notwithstanding
anything in this Section 2 to the contrary, each Stockholder (y) may tender
and
sell such Stockholder’s Shares to Parent or its Affiliates or
Purchaser
in a tender offer that is recommended by the Company’s Board of Directors
(acting through the Special Committee), and (z) may transfer any of such
Stockholder’s Shares to one or more of its Affiliates or to Parent or its
Affiliates (a “Permitted Transferee”), provided that prior (and as
a condition) to any such transfer such Stockholder shall deliver to the Company
a signed counterpart to this Agreement indicating that such Permitted Transferee
agrees to be joined as a party to this Agreement (in addition to, and not in
substitution of, the Stockholder named herein), as if (and to the same extent)
such Permitted Transferee were originally named as “Stockholder” in this
Agreement, and all references herein to “Stockholder” shall also be deemed to
include such Permitted Transferee as applicable.
(b) Notwithstanding
anything in this Section 2 to the contrary, until the Expiration Time, each
Stockholder set forth on Schedule II hereto and such Stockholder’s Permitted
Transferees may transfer such number of Shares as set forth opposite such
Stockholder’s name on Schedule II hereto (a “Permitted Transfer”);
provided that any Permitted Transfer by Xxxxxx F.X. Sillerman shall
be
made only to a bona fide charity for charitable purposes. Any Shares transferred
as a Permitted Transfer under this Section 2(b) shall, upon their transfer,
no
longer be included in the definition of Shares and, as such, will not be subject
to the rights, terms or obligations of the Management Cooperation Agreement
or
this Amendment.
2. There
shall be added a
Schedule II to the Management Cooperation Agreement as attached to this
Amendment.
3. Except
as otherwise expressly set forth herein, nothing contained in this Amendment
shall be deemed to limit, amend, modify, waive or extend any of the rights,
terms or obligations under the Management Cooperation Agreement.
[Remainder
of this page intentionally left blank]
2
IN
WITNESS WHEREOF, each of the parties
hereto has caused this Amendment to be signed by its respective duly authorized
officer as of the date first written above.
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CKX,
INC
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By:
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/s/
Xxxxxx F. X. Sillerman
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Name:
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Xxxxxx
F. X. Sillerman
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Title:
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Chief Executive Officer | |
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/s/
Xxxxxx F. X. Sillerman
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Name:
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Xxxxxx
F. X. Sillerman
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| /s/ Xxxxx Xxxxx Sillerman | ||
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Name:
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Xxxxx
Xxxxx Sillerman
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SILLERMAN
COMMERCIAL
HOLDINGS
PARTNERSHIP L.P.
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By: SILLERMAN
INVESTMENT
CORPORATION,
its General Partner
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By:
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/s/
Xxxxxx F. X. Sillerman
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Name:
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Xxxxxx
F. X. Sillerman
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Title:
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President
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SILLERMAN
CAPITAL HOLDINGS L.P.
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By: SILLERMAN
CAPITAL HOLDINGS, INC., its General Partner
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By:
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/s/
Xxxxxx F. X. Sillerman
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Name:
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Xxxxxx
F. X. Sillerman
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|
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Title:
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President
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[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
| /s/ Xxxxxxx X. Xxxxxx | ||
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Name:
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Xxxxxxx
X. Xxxxxx
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[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
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/s/
Xxxxxxxx X. Xxxxxx
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Name:
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Xxxxxxxx
X. Xxxxxx
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Xxxxxxxx
X. Xxxxxx 2004 GRAT
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By:
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/s/
Xxxxxxxx X. Xxxxxx
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Name:
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Xxxxxxxx X. Xxxxxx | |
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Title:
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Trustee | |
[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
| /s/ Xxxxxx X. Xxxxx | ||
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Name:
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Xxxxxx
X. Xxxxx
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|
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/s/
Xxxxxx Xxxxx
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||
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Name:
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Xxxxxx
Xxxxx
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[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
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/s/
Xxxxxx X. Xxxxxx
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||
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Name:
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Xxxxxx
X. Xxxxxx
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[Signature
Page to Amendment No. 1 to the Management
Cooperation Agreement]
SCHEDULE
II
Permitted
Transfers
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Column
A
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Column
B
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|
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Executive
Officer
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Affiliates/Direct
Ownership
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Number
of Shares
|
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Xxxxxx
F.X. Sillerman
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Direct
Ownership
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3,000,000
|
|
Xxxxxxx
X. Xxxxxx
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Direct
Ownership
|
365,822
|
|
Xxxxxxxx
X. Xxxxxx
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Direct
Ownership
|
519,430
|
|
Xxxxxxxx
X. Xxxxxx 2004 GRAT
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99,851
|
|
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Xxxxxx
X. Xxxxx
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Xxxxxx
X. Xxxxx and Xxxxxx Xxxxx
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449,246
|
|
Xxxxx
Xxxxxx
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Direct
Ownership
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301,463
|
|
Xxxxxx
X. Xxxxxx
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Direct
Ownership
|
278,156
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