REPURCHASE AGREEMENTRepurchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • 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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT OF FX LUXURY REALTY, LLC Dated as of June 1, 2007Membership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • 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”).
AMENDMENT TO REPURCHASE AGREEMENTRepurchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
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.
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 6, 2007 among BP PARENT, LLC, as Holdings, METROFLAG BP, LLC, and METROFLAG CABLE, LLC, each as a Borrower and collectively, the Borrowers THE LENDERS PARTY HERETO, as the Lenders, CREDIT SUISSE,...Credit Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, by and among METROFLAG BP, LLC, a Nevada limited liability company and METROFLAG CABLE, LLC, a Nevada limited liability company (each individually, a “Borrower” and collectively, the “Borrowers”), BP PARENT, LLC, a Delaware limited liability company (“Holdings”), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF (together with their respective successors and permitted assigns, each individually referred to herein as a “Lender” and collectively as the “Lenders”), and CREDIT SUISSE, Cayman Islands Branch (“Credit Suisse”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (together with its successors in such capacity, the “Collateral Agent”; together with the Administrative Agent, the “Agents”), which amends and restates that certain Credit Agreement, dated as
AMENDMENT NO 1. TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
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 • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
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
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FX LUXURY REALTY, LLC Dated as of September 26, 2007Limited Liability Company Operating Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”), dated as of September 26, 2007, of FX Luxury Realty, LLC, a Delaware limited liability company (the “Company”), is entered into by the Company and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”),and FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”) and together with Flag, the “Members”).
AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
This AMENDMENT NO. 2, dated as of September 27, 2007 (this “Amendment”), to the MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 1, 2007 and amended by Amendment No. I to the Membership Interest Purchase Agreement, dated as of June 18, 2007, is entered into by and among FX LUXURY REALTY, LLC, a Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation (“Purchaser”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”) and FX Real Estate and Entertainment Inc., a Delaware corporation (“FXREE”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
CKX, Inc. 650 Madison Avenue New York, New York 10022 September 26, 2007Line of Credit Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This letter agreement sets forth the terms and conditions under which CKX, Inc., a Delaware corporation (the “Lender”), agrees to make available to FX Real Estate and Entertainment Inc., a Delaware corporation (the “Borrower”), a line of credit (the “Line of Credit”) pursuant to which, subject to the terms and conditions herein provided, the Borrower may from time to time borrow from the Lender loans and advances (collectively, “Advances”) in an aggregate principal amount not to exceed $7,000,000 at any time outstanding (the “Maximum Loan Amount”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of September 26 2007, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), CKX, Inc., a Delaware corporation (“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”), Richard G. Cushing, as Trustee of (i) the CKX FXLR Stockholder Distribution Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement dated June 18, 2007 (the “Grantor Trust” and, together with CKX and Flag, collectively, the “Contributing Members”) and (ii) the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated June 18, 2007 (the “Conventional Trust”), and FX Luxury Realty, LLC, a Delaware limited liability company (“FX LLC”). Capitalized terms used and not otherwise defined herein, shall have the meanings ascribed to them in that certain Membership In
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 26, 2007, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the “Company”), CKX, Inc., a Delaware corporation (“CKX”) and Flag Luxury Properties, LLC, a Delaware limited liability company (“Flag”, and together with CKX the “Purchasers”).
GUARANTYGuaranty • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
THIS GUARANTY (this “Guaranty”) is executed as of June 1, 2007, by ROBERT SILLERMAN, having an address c/o Flag Luxury Properties, LLC, 650 Madison Avenue, 16th Floor, New York, NY 10022 (“Guarantor”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).
WAIVER OF RIGHTSWaiver of Rights • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate
THIS WAIVER OF RIGHTS (this “Waiver”), dated June , 2007, to participate in the Rights Offering (as defined hereinafter) is made pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of June , 2007, by and among CKX, Inc. (“CKX”), FX Luxury Realty, LLC (the “Company”) and Flag Luxury Properties, LLC (“Flag”). Certain capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement.
PLEDGE AGREEMENTPledge Agreement • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of September 26, 2007, is entered into by and between Flag Luxury Properties, LLC, a Delaware limited liability company (the “Pledgor”), FX Real Estate and Entertainment Inc., a Delaware corporation (the “Borrower”), and CKX, Inc., a Delaware corporation (the “Lender”), as the holder of the Note (as defined below).
PROMISSORY NOTEPromissory Note • October 9th, 2007 • FX Real Estate & Entertainment Inc. • Real estate • New York
FOR VALUE RECEIVED, FX LUXURY REALTY, LLC, a Delaware limited liability company, having an office at 650 Madison Avenue, 15th Floor, New York, New York 10022 (“Borrower”), hereby promises to pay to the order of COLUMN FINANCIAL, INC., a Delaware corporation (“Lender”), at Lender’s offices at 11 Madison Avenue, New York, New York 10010, or such other place as the holder hereof may designate in writing, the principal sum of TWENTY THREE MILLION AND 00/100 DOLLARS ($23,000,000.00) (the “Loan”), in lawful money of the United States of America and in immediately available funds, with interest on the unpaid principal balance from the date of this Promissory Note, until paid, at the Interest Rate provided herein.
