CKx Inc. and Mellon Investor Services LLC Rights Agreement Dated as of June 24, 2010Rights Agreement • June 24th, 2010 • CKX, Inc. • Services-motion picture & video tape production • Delaware
Agreement, dated as of June 24, 2010, between CKx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).
Exhibit 1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned hereby agrees that the attached Statement on Schedule 13D relating to the common shares, par value...Joint Filing Agreement and Power of Attorney • June 5th, 2007 • CKX, Inc. • Services-motion picture & video tape production
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A dated January 4, 2006...Joint Filing Agreement • January 5th, 2006 • CKX, Inc. • Services-motion picture & video tape production
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D/A dated January 4, 2006 (including amendments thereto) with respect to the Common Stock of CKX, Inc. Each party to the Schedule 13D/A (including amendments thereto) is responsible for the accuracy and completeness of its own disclosure therein. This Joint Filing Agreement shall be filed as an Exhibit to such Schedule 13D/A.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2010 • CKX, Inc. • Services-motion picture & video tape production • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of October 13, 2010 (the “Restatement Date”), between CKX, Inc., a Delaware corporation (the “Employer”), and Kraig G. Fox (the “Executive”).
RECITALS:Purchase and Sale Agreement • March 13th, 1997 • Las Vegas Discount Golf & Tennis Inc • Retail-miscellaneous shopping goods stores • Colorado
] Shares of Common Stock CKX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
AGREEMENT AND PLAN OF MERGER among COLONEL HOLDINGS, INC., COLONEL MERGER SUB, INC. and CKX, INC. Dated as of May 10, 2011Merger Agreement • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2011, among Colonel Holdings, Inc., a Delaware corporation (“Parent”), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CKx, Inc., a Delaware corporation (the “Company”).
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF PURCHASERPurchase Agreement • September 13th, 2002 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • Nevada
WITNESSETH:Voting Agreement • October 29th, 1998 • Las Vegas Discount Golf & Tennis Inc • Retail-miscellaneous shopping goods stores • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 17, 2005 by and among Sports Entertainment Enterprises, Inc. (d/b/a CKX, Inc.), a corporation organized and existing under the Business Corporation Act of the State of Colorado (the “Company”), Simon Robert Fuller an individual resident in England (“Fuller”), and Fuller Nominees Limited, a company incorporated under the laws of England and Wales (“FNL” and together with Fuller, the “Sellers”) (each a “Party”, and collectively, the “Parties”).
BRIDGE LOAN CREDIT AGREEMENT among SPORTS ENTERTAINMENT ENTERPRISES, INC., a Colorado corporation, CKX UK HOLDINGS LIMITED, a company incorporated in England and Wales, as Borrower, The Several Lenders from Time to Time Parties Hereto, and BEAR...Bridge Loan Credit Agreement • May 16th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANYInvestment Agreement • October 29th, 1998 • Las Vegas Discount Golf & Tennis Inc • Retail-miscellaneous shopping goods stores • Nevada
Colonel Holdings, Inc. c/o Apollo Management VII, L.P. New York, NY 10019Support Agreement • May 18th, 2011 • CKX, Inc. • Services-motion picture & video tape production
Reference is made to that certain Non-Tender and Support Agreement, dated as of May 10, 2011, by and among the undersigned and each of you (the “Support Agreement”). Capitalized terms used but not otherwise defined in this letter shall have the respective meanings ascribed thereto in the Support Agreement.
REPURCHASE AGREEMENTRepurchase Agreement • June 1st, 2007 • CKX, Inc. • Services-motion picture & video tape production • New York
THIS REPURCHASE AGREEMENT (this “Agreement”) is made as of June 1, 2007, by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) hereof), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2011 • CKX, Inc. • Services-motion picture & video tape production • New York
This AMENDMENT (the “Amendment”) is effective as of this 17th day of May, 2011, to the EMPLOYMENT AGREEMENT between CKx, Inc., a Delaware corporation (the “Employer”), and Thomas P. Benson (the “Executive”).
CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION, AND NON-RECRUITMENT AGREEMENTConfidentiality, Non-Competition, Non-Solicitation, and Non-Recruitment Agreement • May 16th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
THIS AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2005, by and between Simon Robert Fuller, an individual (in his individual capacity, “Mr. Fuller”, and together with his controlled affiliates, “Fuller”) and Sports Entertainment Enterprises, Inc., a Colorado corporation, CKX UK Holdings Limited, and their successor CKX, Inc. (collectively, together with their affiliates, subsidiaries, successors, assigns, and holding companies, the “CKX Group”).
Robert F.X. Sillerman c/o CKX, Inc. 650 Madison Avenue New York, NY 10022Commitment Letter • November 20th, 2007 • CKX, Inc. • Services-motion picture & video tape production
The purpose of this commitment letter is to set forth certain binding agreements between 19X, Inc. (“19X” or “you”), a Delaware corporation, and me in connection with the proposed acquisition by 19X (the “Acquisition”) of 100% of the outstanding equity interests of CKX, Inc. (“CKX”). In connection with the Acquisition, the following financings will be undertaken (together with the Acquisition, the “Transactions”): (a) CKX will obtain the first priority senior secured credit facilities described in the First Lien Term Sheet attached as an exhibit to the Debt Commitment and Engagement Agreement (the “Letter Agreement”) of even date herewith among Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Deutsche Bank Trust Company Americas, in an aggregate principal amount of up to $450,000,000; (b) CKX will obtain the second priority senior secured term loan facility described in the Second Lien Term Sheet attached as an exhibit to the L
MEMBERSHIP INTEREST PURCHASE AGREEMENT OF FX LUXURY REALTY, LLC Dated as of June 1, 2007Membership Interest Purchase Agreement • June 1st, 2007 • CKX, Inc. • Services-motion picture & video tape production • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”).
Fox Broadcasting Company P.O. Box 900 Beverly Hills, California 90213 Attention: Marisa Fermin and Minna TaylorLicense Agreement • June 21st, 2005 • CKX, Inc. • Services-motion picture & video tape production • California
This letter sets forth the agreement (the “Agreement”) between 19TV Limited (“19TV”) and FremantleMedia North America, Inc. (“Fremantle”), on the one hand, and Fox Broadcasting Company (“FBC”), on the other hand, with respect to the production by Fremantle and the license to FBC by Fremantle and 19TV of episodes of the proposed United States television series currently entitled “American Idol: The Search for a Superstar” (the “Series”) for exhibition on the FBC national free television network (the “FBC Network”), which Series is based on the television format currently entitled “Pop Idols” a/k/a “Idols” created by Simon Fuller and developed by 19TV and Fremantle (the “Format”).
AMENDMENT TO REPURCHASE AGREEMENTRepurchase Agreement • June 19th, 2007 • CKX, Inc. • Services-motion picture & video tape production
THIS AMENDMENT (this “Amendment”), dated June 18, 2007, to the REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the Agreement), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.
AMENDMENT NO 1. TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 19th, 2007 • CKX, Inc. • Services-motion picture & video tape production
This AMENDMENT NO. 1, dated as of June 18, 2007 (this “Amendment”), to the MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 TO REPURCHASE AGREEMENTRepurchase Agreement • September 28th, 2007 • CKX, Inc. • Services-motion picture & video tape production
THIS AMENDMENT NO. 2 (this “Amendment”), dated September 27, 2007, to the REPURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007 and amended by Amendment No. 1 to Repurchase Agreement, dated as of June 18, 2007, is by and among, FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”), Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the Agreement), Sillerman and Torino, collectively, the “Flag Parties”). Reference is made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June 1, 2007 and amended by Amendments Nos. 1 and 2 to Membership Interest Purchase Agreement, dated as of June 18, 2007 and September 27, 2007, respectively
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • July 13th, 2010 • CKX, Inc. • Services-motion picture & video tape production • Delaware
AMENDMENT, dated as of July 13, 2010 (this “Amendment”), between CKx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of June 24, 2010 (the “Rights Agreement”), between the Company and the Rights Agent.
FORM OF BRIDGE NOTEBridge Note • May 16th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
AGREEMENT AND PLAN OF MERGER BY AND AMONG 19X, INC. 19X ACQUISITION CORP. AND CKX, INC. June 1, 2007Merger Agreement • June 1st, 2007 • CKX, Inc. • Services-motion picture & video tape production • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of this 1st day of June, 2007 by and among CKX, Inc., a Delaware corporation (the “Company”), 19X, Inc. a Delaware corporation (“Parent”), and 19X Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
CONTRIBUTION AND EXCHANGE AGREEMENT among THE PROMENADE TRUST and RFX ACQUISITION LLC and SPORTS ENTERTAINMENT ENTERPRISES, INC. Dated as of December 15, 2004Contribution and Exchange Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of December 15, 2004 among The Promenade Trust, a grantor trust created under the laws of Tennessee (“Seller”), Sports Entertainment Enterprises, Inc., a Colorado corporation (“Publico”) and RFX Acquisition LLC, a Delaware limited liability company (“Purchasing LLC,” and together with Publico, “Purchasers”), (each a “Party,” and collectively, the “Parties”).
REVOLVING CREDIT AGREEMENT among CKX, INC., a Delaware corporation, as Borrower, The Several Lenders from Time to Time Parties Hereto, UBS SECURITIES LLC and THE BANK OF NEW YORK, as Co-Syndication Agents, LEHMAN COMMERCIAL PAPER, INC. and CREDIT...Revolving Credit Agreement • August 10th, 2009 • CKX, Inc. • Services-motion picture & video tape production • New York
CREDIT AGREEMENT, dated as of May 24, 2006 (this “Agreement”), among CKX, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC., as exclusive advisor, sole lead arranger and sole bookrunner (in such capacity, the “Lead Arranger”), UBS SECURITIES LLC and THE BANK OF NEW YORK, as co-syndication agents (in such capacity, the “Syndication Agents”), LEHMAN COMMERCIAL PAPER, INC. and CREDIT SUISSE, as co-documentation agents (in such capacity, the “Documentation Agents”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT To STOCK PURCHASE AGREEMENT By and Among RONALD S. BORETA, VASO BORETA, JOHN BORETA, BORETA ENTERPRISES LTD. ASI GROUP LLC, And RFX ACQUISITION LLCStock Purchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
THIS AMENDMENT (this “Amendment”) is made as of February 7, 2005 by and among Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL”), ASI Group LLC (“ASI” and collectively with RBoreta, VBoreta, JBoreta and BEL, the “Selling Stockholders”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
CKX Inc. 650 Madison Avenue New York, New York 10021Sale and Purchase of Good Will • July 13th, 2009 • CKX, Inc. • Services-motion picture & video tape production • California
Ryan Seacrest, Trustee of The Ryan Seacrest Revocable Trust UDT dated June 13, 2003 c/o Hansen, Jacobson, Teller, Hoberman, Newman, Warren & Richman, LLP 450 North Roxbury Drive Beverly Hills, CA 90210
BETWEEN and ROBERT DODDS AMENDMENT TO SERVICE AGREEMENTService Agreement • February 2nd, 2010 • CKX, Inc. • Services-motion picture & video tape production
We refer to the option agreement between you and us dated 8 February 2002 (“the Agreement”).Option Agreement • June 21st, 2005 • CKX, Inc. • Services-motion picture & video tape production • England
In consideration of the sum of one pound (£l) now paid by us to you and the mutual promises contained herein you and we have mutually agreed to vary the Agreement as follows:-
FOURTH AMENDMENTCredit Agreement • March 16th, 2010 • CKX, Inc. • Services-motion picture & video tape production • New York
This FOURTH AMENDMENT, dated as of March 12, 2010 (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, together with its successors and assigns in such capacity, the “Administrative Agent”).
CONSULTING AGREEMENTConsulting Agreement • March 9th, 2011 • CKX, Inc. • Services-motion picture & video tape production • New York
This AMENDMENT TO CONSULTING AGREEMENT (“Amendment”), dated as of July 12, 2010 between EPE Holding Corporation, a Delaware corporation (the “Company”), Priscilla Presley, an individual (“Consultant”) and Elvis Presley Enterprises, Inc., a Tennessee corporation (“EPE”).
FIRST AMENDMENT AND WAIVER Dated as of February 20, 2007Credit Agreement • November 8th, 2007 • CKX, Inc. • Services-motion picture & video tape production • New York
This FIRST AMENDMENT AND WAIVER (this “Amendment”) is entered into among CKX, INC., a Delaware corporation (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity the “Administrative Agent”).
AMENDMENT To PURCHASE AGREEMENT By and Among SPORTS ENTERTAINMENT ENTERPRISES, INC., RONALD S. BORETA, VASO BORETA, JOHN BORETA, BORETA ENTERPRISES LTD. ASI GROUP LLC, And RFX ACQUISITION LLCPurchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
THIS AMENDMENT (this “Amendment”) is made as of February 7, 2005 by and among Sports Entertainment Enterprises, Inc., a Colorado corporation (the “Company”), Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL” and, collectively with RBoreta, VBoreta and JBoreta, the “Boreta Parties”), ASI Group LLC (“ASI” and collectively with the Boreta Parties, the “Principal Stockholders” and collectively with BEL and the Company, the “Company Entities”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
