19X, Inc.Acquisition Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
As we have been discussing, 19X, Inc. (“19x”) a company owned and controlled by Simon Fuller and myself has reached an agreement to acquire CKX, Inc. (“CKX”) for cash consideration of $13.75 per share. We will be financing the transaction with a combination of approximately $950 million of debt and $600 million of equity. Simon and I will be rolling over not less than $150 million of our CKX common stock into common stock of 19X via a contribution to the capital of 19X. In addition, I will be providing guarantees to the organizations providing the financing for this transaction of approximately an additional $150 million. Other members of senior management of CKX will be rolling over a significant amount of their CKX equity into common stock of 19X. We anticipate that this transaction will close in the fourth quarter of 2007 (the “Closing”).
19x, Inc. New York, New York 10022Letter Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production • New York
The purpose of this letter agreement (the “Letter Agreement”) is to set forth certain binding agreements between Simon Robert Fuller (“Fuller”), Robert F.X. Sillerman (“Sillerman”) and 19X, Inc. (“19X”), a Delaware corporation, in connection with (i) the proposed acquisition by 19X (the “Acquisition”) of 100% of the stock of CKX, Inc. (“CKX”), the parent of 19 Entertainment Limited (“19 Entertainment”), (ii) the Director’s Service Agreement (the “Director’s Service Agreement”), dated as of the date hereof, between Fuller and 19 Entertainment, a copy of which is attached hereto as Schedule I and (iii) certain related matters. In consideration of the foregoing and the mutual representations, warranties, promises, undertakings, covenants and agreements described herein, intending to be legally bound upon the execution of a counterpart of this Letter Agreement by Fuller and Sillerman, the parties hereto agree as follows:
DATE: July 18, 2007 TO: Tomorrow Foundation TELEPHONE: (212) 407-9145 FACSIMILE: (212) 872-1473 Attention: Robert F.X. Sillerman FROM: Derivatives Documentation TELEPHONE: 212-272-2711 FACSIMILE: 212-272-9857 SUBJECT: Equity Derivatives Confirmation...Equity Derivatives Confirmation • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
This Confirmation is subject to and incorporates the 2002 Equity Derivatives Definitions (the “2002 Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”).
GUARANTYGuaranty • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production • New York
GUARANTY, dated as of July 18, 2007 by ROBERT F.X. SILLERMAN (the “Guarantor”), in favor of BEAR, STEARNS INTERNATIONAL LIMITED, or any affiliate (whether or not currently extant) (the “Beneficiary”).
CONSENT AND AGREEMENT TO JOINT FILINGConsent and Agreement to Joint Filing • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned persons does hereby consent to and agree to jointly file with the Securities and Exchange Commission a Schedule 13D on behalf of each of them with respect to their beneficial ownership of common stock, par value $0.01 per share, of CXK, Inc., and any future amendments thereto as may be required from time to time.
AMENDMENT NO. 1 TO MANAGEMENT COOPERATION AGREEMENTManagement Cooperation Agreement • July 23rd, 2007 • Sillerman Robert F X • Services-motion picture & video tape production
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.
