sc13da.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCo9e7zqKL5e4WEbdKH9edqerTaBNW/txQgckimZEBK8fHRJk/+c9CsogL0WpfmN ESDDfXtAVaATX3+hABJbxg== 0001116679-07-001904.txt : 20070723 0001116679-07-001904.hdr.sgml : 20070723 20070723151120 ACCESSION NUMBER: 0001116679-07-001904 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20070723 DATE AS OF CHANGE: 20070723 GROUP MEMBERS: 19X, INC. GROUP MEMBERS: ROBERT F.X. SILLERMAN GROUP MEMBERS: SILLERMAN CAPITAL HOLDINGS, L.P. GROUP MEMBERS: SILLERMAN COMMERCIAL HOLDINGS PARTNERSHIP L.P. GROUP MEMBERS: SIMON FULLER GROUP MEMBERS: THE TOMORROW FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CKX, Inc. CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 270118168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54765 FILM NUMBER: 07993666 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383100 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC DATE OF NAME CHANGE: 19990727 FORMER COMPANY: FORMER CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LAGUNA CAPITAL CORP DATE OF NAME CHANGE: 19890123 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILLERMAN ROBERT F X CENTRAL INDEX KEY: 0000940128 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 150 EAST 58TH STREET CITY: NEW YORK STATE: NY ZIP: 10155 SC 13D/A 1 sc13da.htm sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

CKX, INC.

(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE PER SHARE

(Title of Class of Securities)

12562M106

(CUSIP Number of Class of Securities)

	with a copy to:
Robert F.X. Sillerman	Howard J. Tytel
c/o CKX, Inc.	CKX, Inc.
650 Madison Avenue, 16^th Floor	650 Madison Avenue, 16^th Floor
New York, New York 10022	New York, New York 10022
Tel. No.: (212) 838-3100	Tel. No.: (212) 838-3100

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

July 18, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 2 of 21

1. NAME OF REPORTING PERSON: ROBERT F.X. SILLERMAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF	7. SOLE VOTING POWER
SHARES	20,681,565 (see Item 5)
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	11,183,913⁽¹⁾ (see Item 5)
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	20,681,565 (see Item 5)
WITH	10. SHARED DISPOSITIVE POWER
	11,183,913⁽¹⁾ (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,865,478⁽²⁾⁽³⁾
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.83% OF COMMON STOCK⁽³⁾
14. TYPE OF REPORTING PERSON
IN

(1) Includes (i) 1,000,000 shares of Common Stock owned of record by Laura Baudo Sillerman, Mr. Sillerman’s spouse (ii) 6,135,704 shares of Common Stock owned of record by Sillerman Commercial Holdings Partnership L.P., in which Mr. Sillerman is the sole stockholder of the general partner; (iii) 2,556,392 shares of Common Stock owned of record by Sillerman Capital Holdings, L.P., a limited partnership controlled by Mr. Sillerman through a trust for the benefit of Mr. Sillerman’s descendants, and (iv) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent (defined in the Introductory Note below) and Promenade (defined in the Introductory Note below).

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 3 of 21

(2) Includes (i) 20,681,565 shares of Common Stock owned of record by Mr. Sillerman, (ii) 6,135,704 shares of Common Stock owned of record by Sillerman Commercial Holdings Partnership L.P., in which Mr. Sillerman is the sole stockholder of the general partner; (iii) 2,556,392 shares of Common Stock owned of record by Sillerman Capital Holdings, L.P., a limited partnership controlled by Mr. Sillerman through a trust for the benefit of Mr. Sillerman’s descendants; and, (iv) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade; and, (v) 1,000,000 shares of Common Stock owned of record by Laura Baudo Sillerman, Mr. Sillerman's spouse.

(3) Does not include 3,000,000 shares of Common Stock owned of record by the Tomorrow Foundation, a charity founded by Robert F.X. Mr. Sillerman and Laura Baudo Sillerman of which Mr. Sillerman is one of three directors.

(4) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 4 of 21

1. NAME OF REPORTING PERSON: SILLERMAN COMMERCIAL HOLDINGS PARTNERSHIP L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-4160637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF	7. SOLE VOTING POWER
SHARES	-0-
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	6,135,704 (see Item 5)
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	-0-
WITH	10. SHARED DISPOSITIVE POWER
	6,135,704 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,135,704
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% OF COMMON STOCK⁽¹⁾
14. TYPE OF REPORTING PERSON
PN

(1) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 5 of 21

1. NAME OF REPORTING PERSON: SILLERMAN CAPITAL HOLDINGS, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-4828981
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF	7. SOLE VOTING POWER
SHARES	-0-
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	2,556,392 (see Item 5)
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	-0-
WITH	10. SHARED DISPOSITIVE POWER
	2,556,392 (see Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,556,392
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% OF COMMON STOCK⁽¹⁾
14. TYPE OF REPORTING PERSON
PN

(1) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 6 of 21

1. NAME OF REPORTING PERSON: SIMON FULLER
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
NUMBER OF	7. SOLE VOTING POWER
SHARES	1,507,315 (see Item 5)
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	1,491,817
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	1,507,315 (see Item 5)
WITH	10. SHARED DISPOSITIVE POWER
	1,491,817
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,132⁽¹⁾
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% OF COMMON STOCK⁽²⁾
14. TYPE OF REPORTING PERSON
PN

(1) Includes (i) 1,507,315 shares of Common Stock held directly by Mr. Fuller, and (ii) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade.

(2) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 7 of 21

1. NAME OF REPORTING PERSON: 19X, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF	7. SOLE VOTING POWER
SHARES	1,419,817⁽¹⁾
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	0
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	1,419,817⁽¹⁾
WITH	10. SHARED DISPOSITIVE POWER
	0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,419,817
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46% OF COMMON STOCK⁽²⁾
14. TYPE OF REPORTING PERSON
CO

(1) Does not include the contributions of stock by Robert F.X. Sillerman and Simon Fuller to 19X, Inc. pursuant to the Sillerman-Fuller Agreement (defined below) which are contributable immediately prior to the effective time of the Merger.

(2) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

CUSIP No. 12562M106

SCHEDULE 13D/A

Page 8 of 21

1. NAME OF REPORTING PERSON: THE TOMORROW FOUNDATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF	7. SOLE VOTING POWER
SHARES	3,000,000
BENEFICIALLY	8. SHARED VOTING POWER
OWNED BY	0
EACH REPORTING	9. SOLE DISPOSITIVE POWER
PERSON	3,000,000
WITH	10. SHARED DISPOSITIVE POWER
	0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESý
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.09% OF COMMON STOCK⁽¹⁾
14. TYPE OF REPORTING PERSON
OO

(1) Based on 97,066,818 shares of Common Stock of CKX, Inc. outstanding on July 17, 2007.

SCHEDULE 13D/A

Introductory Note

This Amendment No. 4 (this “Statement”) amends the Schedule 13D originally filed by RFX Acquisition LLC, a Delaware limited liability company (“RFX”), and Robert F.X. Sillerman (“Sillerman”) on December 23, 2004 with respect to the common stock, par value $.01 per share (“Common Stock”), of CKX, Inc. (the “Company” or the “Issuer”) (the initial Schedule 13D is herein referred to as the “Original 13D”) and Amendment No. 1 to the Original 13D filed by RFX, Sillerman, Sillerman Commercial Holdings Partnership L.P. (the “Partnership”), Howard J. Tytel, Mitchell J. Slater and Thomas P. Benson, on February 11, 2005 (“Amendment No. 1”), Amendment No. 2 to the Original 13D filed by Sillerman and the Partnership on January 4, 2006 (“Amendment No. 2”), and Amendment No. 3 to the Original 13D filed by Sillerman, the Partnership, Sillerman Capital Holdings, L.P. (“Capital Holdings”) and Simon Fuller (“Fuller”) on June 5, 2007 (“Amendment No. 3”). Sillerman, the Partnership, Capital Holdings, Fuller, 19X, Inc., a Delaware corporation (“Parent”), and The Tomorrow Foundation, a New York not for profit corporation (“Tomorrow”) are collectively herein referred to as the “Reporting Persons”. The Reporting Persons are jointly filing this Statement. Unless specifically amended hereby, Amendment No. 1, Amendment No. 2 or Amendment No. 3, as applicable, the disclosures set forth in the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3 shall remain unchanged.

ITEM 2.

IDENTITY AND BACKGROUND

Item 2 of Amendment No. 3 is hereby amended and restated in its entirety to read:

The following table sets for the name, address and citizenship for each of the Reporting Persons:

Reporting Person	Address	Citizenship/Place of Organization

Robert F.X. Sillerman	c/o CKX, Inc. 650 Madison Avenue, New York, New York 10022	United States

Sillerman Commercial Holdings Partnership L.P.	157 East 70^th Street, New York, New York 10021	Delaware

Sillerman Capital Holdings, L.P.	157 East 70^th Street, New York, New York 10021	Delaware

Simon Fuller	c/o 19 Entertainment Limited, 33 Ransomes Dock, 35 - 37 Parkgate Road, London, SW11 4NP.	United Kingdom

19X, Inc.	650 Madison Avenue, New York, New York 10022	Delaware

The Tomorrow Foundation	650 Madison Avenue, New York, New York 10022	New York

The principal business of each of the Reporting Persons is set forth in the following table:

Reporting Person	Principal Business

Robert F.X. Sillerman	The principal business of Robert F.X. Sillerman is Chief Executive Officer, President and Chairman of the Board of the Issuer.

Sillerman Commercial Holdings Partnership L.P.	The principal business of Sillerman Commercial Holding Partnership L.P. consists of the acquisition, ownership, disposition and reinvestment of investment assets and related business activities.

Sillerman Capital Holdings, L.P.	The principal business of Sillerman Capital Holdings, L.P. consists of the acquisition, ownership, disposition and reinvestment of investment assets and related business activities.

Simon Fuller	The principal business of Simon Fuller is Chief Executive Officer of 19 Entertainment Limited, a subsidiary of the Issuer, and Director and Member of the Office of the Chairman of the Issuer.
19X, Inc.	The principal business of 19X, Inc. is effecting the Merger and other transactions contemplated by the Merger Agreement.

The Tomorrow Foundation	The principal business of Tomorrow is carrying out charitable activities.

The information required by Instruction C to Schedule 13D with respect to (a) the executive officer and directors of the Reporting Persons, (b) each person controlling the Reporting Persons and, (c) each executive officer and director of any corporation or other person ultimately in control of the Reporting Persons (collectively, the “Covered Persons”) is set forth in the table below:

Sillerman Commercial Holdings Partnership L.P.

Name, Position	Present Principal Occupation	Name and Address of Employer	Citizenship

Robert F.X. Sillerman, Sole Shareholder of the General Partner⁽⁴⁾	The principal business of Robert F.X. Sillerman is Chief Executive Officer, President and Chairman of the Board of the Issuer.	CKX, Inc., 650 Madison Avenue, New York, NY 10022	United States

(4) Sillerman is the sole shareholder of Sillerman Investment Corporation, which is the general partner of Sillerman Commercial Holdings Partnership L.P.

Sillerman Capital Holdings, L.P.

Name, Position	Present Principal Occupation	Name and Address of Employer	Citizenship

Robert F.X. Sillerman, Settlor of the General Partner ⁽⁵⁾	The principal business of Robert F.X. Sillerman is Chief Executive Officer, President and Chairman of the Board of the Issuer.	CKX, Inc., 650 Madison Avenue, New York, NY 10022	United States

(5) Sillerman is the settlor of the Sillerman 2006 GP Trust, the sole shareholder of Sillerman Capital Holdings, Inc.

19X, Inc.

Name, Position	Present Principal Occupation	Name and Address of Employer	Citizenship

Robert F.X. Sillerman, Chairman	The principal business of Robert F.X. Sillerman is Chief Executive Officer, President and Chairman of the Board of the Issuer.	CKX, Inc., 650 Madison Avenue, New York, NY 10022	United States

Simon Fuller, Chief Executive Officer	The principal business of Simon Fuller is Chief Executive Officer of 19 Entertainment Limited, a subsidiary of the Issuer, and Director and Member of the	19 Entertainment Limited, 33 Ransomes Dock, 35 - 37 Parkgate Road, London, SW11 4NP.	United Kingdom

Office of the Chairman of the Issuer.

The Tomorrow Foundation

Name, Position	Present Principal Occupation	Name and Address of Employer	Citizenship

Robert F.X. Sillerman, Founder, Director and Officer	The principal business of Robert F.X. Sillerman is Chief Executive Officer, President and Chairman of the Board of the Issuer.	CKX, Inc., 650 Madison Avenue, New York, NY 10022	United States

Laura Baudo Sillerman	Laura Sillerman’s primary occupation is President of The Tomorrow Foundation and writer.	The Tomorrow Foundation, 650 Madison Avenue, New York, NY 10022	United States

Mitchell Nelson	Mitchell Nelson is the Senior Vice President, Business Affairs for Flag Luxury Properties, LLC.	Flag Luxury Properties LLC, 650 Madison Avenue, 15th Floor, New York, NY 10022	United States

To the knowledge of the Reporting Persons, none of the persons or entities listed in response to this Item 2 nor any Covered Person, has, during the last five years, been convicted in any criminal proceeding excluding traffic violations or similar misdemeanors.

To the knowledge of the Reporting Persons, none of the persons or entities listed in response to this Item 2 nor any Covered Person, has, during the last five years, been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of Amendment No. 3 is hereby amended and supplemented with the following disclosure:

The sources of the funds to be used by the Parent in connection with the Series B Letter Agreement are anticipated to be debt and/or equity financing.

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of Amendment No. 3 is hereby amended and supplemented with the following disclosure:

In connection with the Agreement and Plan of Merger (the “Merger Agreement”), among the Company, Parent (which is owned by Sillerman and Fuller), and 19X Acquisition Corp. and the proposed merger contemplated thereby (the “Merger”), on June 1, 2007 Parent entered into an agreement (the “Series B Letter Agreement”), incorporated herein by reference and attached hereto as Exhibit 21, with The Promenade Trust, the sole beneficiary of which is Lisa Marie Presley. Promenade is the holder of all of the outstanding shares of CKX’s Series B Convertible Preferred Stock. Pursuant to the Series B Letter Agreement, Parent obtained the right to purchase all of the Issuer’s Series B Convertible Preferred Stock owned by Promenade for an aggregate purchase price of $22,824,800 in cash. Parent must exercise this right (or advise the holder that it will not exercise this right) no later than 15 days prior to the anticipated closing date of the Merger. Promenade has the option to put such shares of preferred stock to Parent for the same purchase price payable upon the closing of the Merger in the event that Parent does not exercise its purchase rights under the Series B Letter Agreement. If Promenade exercises its right to put the shares to Parent, Promenade must contribute 500,000 of its shares of Common Stock to Parent in exchange for the same class of stock in Parent as issued to Sillerman and Fuller (other than equity type inducements offered in connection with employment) at the most favorable exchange ratio as received by other investors in Parent who are contributing Common Stock to Parent. In the event that Parent exercises its rights to purchase the Series B Convertible Preferred Stock, Promenade will have the option, but not the obligation, to contribute 500,000 of its shares of Common Stock to Parent as described above. On July 16, 2007, upon the expiration of the “go-shop” provision under the Merger Agreement it became probable that Parent would exercise its rights under the Series B Letter Agreement within 60 days of such date.

On June 1, 2007, in connection with the Merger, Sillerman, Fuller and Parent entered into an agreement (the “Sillerman-Fuller Agreement”), incorporated herein by reference and attached hereto as Exhibit 22, pursuant to which certain arrangements between Sillerman, Fuller and Parent were set forth. The Sillerman-Fuller Agreement addresses: (1) Fuller’s employment arrangement with Parent after the Merger closes; (2) Fuller’s agreement to contribute 1,507,315 shares of Common Stock of the Issuer to Parent and Sillerman’s agreement to contribute at least 1,507,315 shares of Common Stock of the Issuer, valued at the per share merger consideration contained in the Merger Agreement, in exchange for equity interests in Parent; (3) an agreement by Parent to make a loan to Fuller in the amount of £5,878,000 in the event that the making of a similar loan by 19 Entertainment Limited to Fuller pursuant to the Director’s Service Agreement (as such term is defined in the Sillerman-Fuller Agreement) is unlawful; (4) a guarantee by Sillerman and Fuller to pay any obligations that might be required by the Merger Agreement to be paid by Parent; (5) the obligation of Sillerman, Fuller and the Parent to negotiate, in good faith, a shareholders’ agreement, should one be requested by the financing sources of Parent or Sillerman; (6) the allocation of board seats after the Merger; and, (7) an agreement by Fuller and Sillerman to vote all of the securities of Parent owned by them in favor of the Merger Agreement. On July 16, 2007, upon the expiration of the “go-shop” provision under the Merger Agreement it became probable that Sillerman and Fuller would contribute their shares, as per clause (2) above, to Parent.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of Amendment No. 3 is amended and restated in its entirety to read as follows:

Sillerman

(a) Sillerman beneficially owns (i) directly 20,681,565 shares of Common Stock and (ii) indirectly 11,183,913 shares of Common Stock (consisting of (A) 6,135,704 shares of Common Stock owned of record by the Partnership, in which Sillerman is the sole stockholder of the general partner; (B) 2,556,392 shares of Common Stock owned of record by Capital Holdings, a limited partnership owned by Sillerman and a trust for the benefit of Sillerman’s descendants; and, (C) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade, which in the aggregate represents approximately 32.83% of the Common Stock of the Company based on 97,066,818 shares of Common Stock outstanding on July 17, 2007, and, (D) 1,000,000 shares of Common Stock owned of record by Laura Baudo Sillerman, Mr. Sillerman's spouse.

(b) Sillerman has sole voting power and sole dispositive power with respect to 20,681,565 shares of Common Stock and has shared voting power and shared dispositive power with respect to 11,183,913 shares of Common Stock consisting of (A) 1,000,0000 shares of Common Stock owned of record by Luara Baudo Sillerman, Sillerman’s spouse, (B) 6,135,704 shares of Common Stock owned of record by the Partnership, in which Sillerman is the sole stockholder of the general partner; (C) 2,556,392 shares of Common Stock owned of record by Capital Holdings, a limited partnership controlled by Sillerman and a trust for the benefit of Sillerman’s descendants; and, (D) 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade.

(c) On July 18, 2007 Sillerman transferred 3,000,000 shares of Common Stock to Tomorrow. On that same day Tomorrow entered into a forward contract to sell 3,000,000 shares of Common Stock to Bear, Stearns International Limited (“Bear Stearns”) for a prepaid price of $12.82 per share, or $38,460,000 in the aggregate (the “Forward Contract”). A copy of the Forward Contract is incorporated herein by reference and attached hereto as Exhibit 23. In connection with such sale Tomorrow retained the right to receive the announced dividend of shares of common stock of FX Luxury Real Estate Inc., which the Company has disclosed will be distributed to the holders of its Common Stock. The prepayment date under the Forward Contract for the shares was July 20, 2007 and the settlement date is January 19, 2008.

On July 18, 2007 Tomorrow also entered into a put agreement with Bear Stearns (the “Put Agreement”), whereby it agreed to purchase 3,000,000 shares of Common Stock from Bear Stearns for a price of $13.75 per share, or $41,2500,000 in the aggregate. A copy of the Put Agreement is incorporated herein by reference and attached hereto as Exhibit 24. The expiration date under the Put Agreement is January 19, 2008. Bear Stearns has paid a premium of $450,000 for its rights under the Put Agreement. Sillerman has guaranteed Tomorrow’s obligations under the Put Agreement pursuant to a Guaranty, dated as of July 18, 2007, incorporated herein by reference and attached hereto as Exhibit 25 (the “Guaranty”).

Item 4 to this Statement contains a description of the Sillerman Fuller Agreement entered into by Parent, Fuller and Sillerman and such information is incorporated herein by reference.

(d) To the knowledge of the Reporting Persons, other than described in this Item 5, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock beneficially owned by Sillerman.

(e) Not applicable.

The Partnership

(a) The Partnership beneficially owns directly 6,135,704 shares of Common Stock, which in the aggregate represents approximately 6.3% of the Common Stock of the Issuer based on 97,066,818 shares of Common Stock outstanding on July 17, 2007.

(b) The Partnership has shared voting power and shared dispositive power with respect to 6,135,704 shares of Common Stock.

(e) Not applicable.

Capital Holdings

(a) Capital Holdings beneficially owns directly 2,556,392 shares of Common Stock, which in the aggregate represents approximately 2.6% of the Common Stock of the Issuer based on 97,066,818 shares of Common Stock outstanding on July 17, 2007.

(b) Capital Holdings has shared voting power and shared dispositive power with respect to 2,556,392 shares of Common Stock.

(e) Not applicable.

Fuller

(a) Fuller beneficially owns (i) directly 1,507,315 shares of Common Stock and, (ii) indirectly 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade, which in the aggregate represents approximately 3.1% of the Common Stock of the Issuer based on 97,066,818 shares of Common Stock outstanding on July 17, 2007. Fuller is a shareholder, director and officer of Parent.

(b) Fuller has sole voting power and sole dispositive power with respect to 1,507,315 shares of Common Stock. Fuller has shared voting power and shared dispositive power with respect to 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares of Series B Convertible Preferred Stock of CKX, Inc. that are subject to an option agreement entered into by Parent and Promenade.

(c) Item 4 to this Statement contains a description of the Sillerman-Fuller Agreement entered into by Parent, Fuller and Sillerman and such information is incorporated herein by reference.

(e) Not applicable.

Parent

(a) Parent beneficially owns directly, as of July 17, 2007, 1,507,315 shares of Common Stock, which in the aggregate represents approximately 1.46% of the Common Stock of the Issuer based on 97,066,818 shares of Common Stock outstanding on July 17, 2007.

(b) Parent has sole voting power and sole dispositive power with respect to 1,491,817 shares of Common Stock issuable upon conversion of 1,491,817 shares Series B Convertible Preferred Stock of the Company that are subject to an option agreement entered into by Parent and Promenade.

(c) Item 4 to this Statement contains a description of the Sillerman-Fuller Agreement entered into by Parent, Fuller and Sillerman and such information is incorporated herein by reference.

(e) Not applicable.

Tomorrow

(a) Tomorrow beneficially owns directly 3,000,000 of Common Stock, which in the aggregate represents approximately 3.09% of the Common Stock of the Issuer based on 97,066,818 shares of Common Stock outstanding on July 17, 2007.

(b) Tomorrow has sole voting power and sole dispositive power with respect to 3,000,000 shares of Common Stock. There are three directors of Tomorrow.

(c) On July 18, 2007 Sillerman transferred 3,000,000 shares of Common Stock to Tomorrow. On that same day, Tomorrow entered into the Forward Contract to sell 3,000,000 shares of Common Stock to Bear Stearns for a prepaid price of $12.82 per share, or $38,460,000 in the aggregate. In connection with such sale Tomorrow retained the right to receive the announced dividend of shares of common stock of FX Luxury Real Estate Inc. which the Company has disclosed will be distributed to the holders of its

Common Stock. The prepayment date under the Forward Contract for the shares was July 20, 2007 and the settlement date is January 19, 2008.

On July 18, 2007 Tomorrow also entered into the Put Agreement, whereby it agreed to purchase 3,000,000 shares of Common Stock from Bear Stearns for a price of $13.75 per share, or $41,2500,000 in the aggregate. The expiration date under the Put Agreement is January 19, 2008. Bear Stearns has paid a premium of $450,000 for its rights under the Put Agreement. Sillerman has guaranteed Tomorrow’s obligations under the Put Agreement.

(e) Not applicable.

Sillerman disclaims beneficial ownership of (i) the shares of Common Stock held of record by Tomorrow, to the extent he may be deemed to have an interest in such shares through his position as a founder and director of Tomorrow, (ii) all shares of Common Stock and Series B Convertible Stock held of record by Promenade, (iii) all shares of Common Stock held of record by Parent, and (iv) all shares of Common Stock held of record by Fuller. Sillerman, by reporting beneficial ownership of the 1,000,000 shares of Common Stock owned of record by his wife, Laura Baudo Sillerman, does not admit that he is a beneficial owner for any other purpose.

Fuller disclaims beneficial ownership of (i) all shares of Common Stock and Series B Convertible Stock held of record by Promenade, (ii) all shares of Common Stock held of record by Parent, (iii) all shares of Common Stock held of record by Sillerman, (iv) all shares of Common Sock held of record by the Partnership, and (v) all shares of Common Sock held of record by Capital Holdings.

Except as disclosed in this Item 5(a) and Item 4, as of the date hereof, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, each of the partners who functions as general partner of the Partnership and each of the partners who functions as general partner of Capital Holdings and of each of the persons who controls each such general partner set forth in this Item 5, beneficially owns or has the right to acquire any Common Stock.

By virtue of the relationships among the Reporting Persons, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d) of the Act, and each Reporting Person may therefore be deemed to have beneficial ownership of all Common Shares beneficially owned by each of the Reporting Persons. Neither the filing of this Schedule 13D, any amendment hereto, nor any of their respective contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Shares of any other Reporting Person referred to herein, or is a member of any “group” within the meaning of Section 13(d) of the Act or for any other purpose. Each Reporting Person also disclaims any pecuniary interest in the Common Shares beneficially owned by any other Reporting Person.

Except as described herein and as previously described in this Item 5 and in Item 4 above, no transactions in Common Stock have been effected by the Reporting Persons during the last 60 days.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR

RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 4 to this Statement contains a description of the Series B Letter Agreement entered into by Parent and Promenade and such information is incorporated herein by reference.

Item 4 to this Statement contains a description of the Sillerman-Fuller Agreement entered into by Parent, Fuller and Sillerman and such information is incorporated herein by reference.

Item 5 to this Statement contains a description of the Forward Contract entered into by Tomorrow and Bear Stearns and such information is incorporated herein by reference.

Item 5 to this Statement contains a description of the Put Agreement entered into by Tomorrow and Bear Stearns and such information is incorporated herein by reference.

Item 5 to this Statement contains a description of the Guaranty entered into by Robert F.X. Sillerman in favor of Bear Stearns and such information is incorporated herein by reference.

On July 18, 2007, Sillerman and Fuller and certain other members of senior management of the Company entered into an amendment to the Management Cooperation Agreement, dated June 1, 2007, filed as Exhibit 3 to Amendment 3 (the “Amendment to the MCA”), incorporated herein by reference and attached hereto as Exhibit 26. The Amendment to the MCA allows Sillerman to transfer up to 3,000,000 of his shares of Common Stock that were subject to the transfer restrictions in the Management Cooperation Agreement to a bona fide charity. The Amendment to the MCA also allows Fuller and certain other members of senior management party to the Management Cooperation Agreement to each transfer up to 20% of their shares that were subject to the transfer restrictions in the Management Cooperation Agreement.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of Amendment No. 3 is amended and restated in its entirety as follows:

Exhibit 1	Joint Filing Agreement between RFX and Sillerman, dated December 23, 2004.(1)

Exhibit 2	Joint Filing Agreement between Sillerman, the Partnership, Tytel and Slater, dated February 7, 2005. (2)

Exhibit 3	Purchase Agreement, dated as of December 15, 2004, by and among the Issuer, RFX and the Principal Stockholders. (2)

Exhibit 3	Amendment to Purchase Agreement, dated as of February 7, 2005, by and among the Issuer, RFX and the Principal Stockholders. (2)

Exhibit 4	Stock Purchase Agreement, dated as of December 15, 2004, by and among RFX and the Principal Stockholders. (2)

Exhibit 5	Amendment to Stock Purchase Agreement, dated as of February 7, 2005, by and among RFX and the Principal Stockholders. (2)

Exhibit 6	Contribution and Exchange Agreement, dated as of December 15, 2004, between the Issuer, The Promenade Trust and RFX. (2)

Exhibit 7	Amendment to the Contribution and Exchange Agreement, dated as of February 7, 2005, between the Issuer, The Promenade Trust and RFX. (2)

Exhibit 8	Form of Common Stock Purchase Warrant, dated as of February 7, 2005, issued to the Reporting Persons. (2)

Exhibit 9	Stock Pledge Agreement, dated as of February 7, 2005, by and among RFX, Ronald S. Boreta, John Boreta and Boreta Enterprises, Ltd. (2)

Exhibit 10	Power of Attorney from Sillerman.(2)

Exhibit 11	Power of Attorney from the Partnership. (2)

Exhibit 12	Power of Attorney from Slater. (2)

Exhibit 13	Power of Attorney from Benson. (2)

Exhibit 14	Joint Filing Agreement between Sillerman and the Partnership, dated January 4, 2006. (3)

Exhibit 15	Joint Filing Agreement and Power of Attorney between Sillerman, the Partnership, Capital Holdings and Fuller, dated as of June 5, 2006.(4)

Exhibit 16	Agreement and Plan of Merger, dated as of June 1, 2007, by and among 19X, Inc., 19 Acquisition Corp. and CKX, Inc. (4)

Exhibit 17	Management Cooperation Agreement, dated as of June 1, 2007, by and among CKX, Inc. and each of the stockholders set forth on Schedule I thereto. (4)

Exhibit 18	Membership Interest Purchase Agreement, dated as of June 1, 2007, by and among FX Luxury Realty, LLC, CKX, Inc., and Flag Luxury Properties, LLC. (4)

Exhibit 19	Repurchase Agreement, dated as of June 1, 2007, by and among FX Luxury Realty, LLC, CKX, Inc., Flag Luxury Properties LLC, Robert F.X. Sillerman, Brett Torino and Paul C. Kanavos. (4)

Exhibit 20	Consent and Agreement to Joint Filing.

Exhibit 21	Letter Agreement, dated June 1, 2007, between 19X, Inc. and the Promenade Trust.

Exhibit 22	Letter Agreement, dated June 1, 2007, between 19X, Inc., Simon Robert Fuller and Robert F.X. Sillerman.

Exhibit 23	Equity Derivatives Letter Agreement, dated July 18, 2007, between the Tomorrow Foundation and Bear, Stearns International Limited regarding the forward sale of 3,000,000 shares of Common Stock.

Exhibit 24	Equity Derivatives Letter Agreement, dated July 18, 2007, between the Tomorrow Foundation and Bear, Stearns International Limited regarding a put with respect to 3,000,000 shares of Common Stock.

Exhibit 25	Guaranty, dated as of July 18, 2007 by Robert F.X. Sillerman in favor of Bear, Sterns International Limited.

Exhibit 26

Amendment, dated July 18, 2007, to the Management Cooperation Agreement, dated June 1, 2007, by and among CKX, Inc. and each of the stockholders set forth on Schedule I to the Management Cooperation Agreement.

_________________________

(1) Previously filed with the SEC with the Original 13D.

(2) Previously filed with the SEC with Amendment No. 1.

(3) Previously filed with the SEC with Amendment No. 2.

(4) Previously filed with the SEC with Amendment No. 3.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	ROBERT F.X. SILLERMAN
Date: July 20, 2007	/s/ Robert F.X. Sillerman

	SILLERMAN COMMERCIAL HOLDINGS PARTNERSHIP, L.P.
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman, as President of Sillerman Investment Corporation
	Its: General Partner

	SILLERMAN CAPITAL HOLDINGS, L.P.
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman, as President of Sillerman Capital Holding, Inc.
	Its: General Partner

	SIMON FULLER
Date: July 20, 2007	/s/ Simon Fuller

	19X
	/s/ Simon Fuller
Date: July 20, 2007	By: Simon Fuller
	Its: Chief Executive Officer

	THE TOMORROW FOUNDATION
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman
	Its: Vice President

EX-99.20 2 joint-filing.htm joint-filing.htm

Exhibit 20

CONSENT AND AGREEMENT TO JOINT FILING

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.

	ROBERT F.X. SILLERMAN
Date: July 20, 2007	/s/ Robert F.X. Sillerman

	SILLERMAN COMMERCIAL HOLDINGS PARTNERSHIP, L.P.
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman, as President of Sillerman Investment Corporation
	Its: General Partner

	SILLERMAN CAPITAL HOLDINGS, L.P.
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman, as President of Sillerman Capital Holding, Inc.
	Its: General Partner

	SIMON FULLER
Date: July 20, 2007	/s/ Simon Fuller

	19X
	/s/ Simon Fuller
Date: July 20, 2007	By: Simon Fuller
	Its: Chief Executive Officer

	THE TOMORROW FOUNDATION
	/s/ Robert F.X. Sillerman
Date: July 20, 2007	By: Robert F.X. Sillerman
	Its: Vice President

EX-99.21 3 strat-19xltr.htm strat-19xltr.htm

Exhibit 21

19X, Inc.

650 Madison Avenue

New York, New York 10022

June 1, 2007

Promenade Trust

c/o Provident Financial Management

2850 Ocean Park Boulevard, Suite 300

Santa Monica, California 90405-2955

Attention: Barry J. Siegel

Dear Barry:

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”).

By signing below, the parties acknowledge and agree that from and after the date hereof until the later of the Closing or the termination of the transaction contemplated above, 19X shall have the right to acquire 1,491,817 shares of CKX Series B Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”) currently owned by the Trust for cash consideration of $22,824,800. 19X must exercise this right (or advise the Trust it will not exercise such right) no later than 15 days prior to the anticipated Closing (the “Option”). In the event that 19X does not exercise the Option, the Trust shall have the right, exercisable for a period of seven (7) days after 19X’s notice referenced in the prior sentence, to put the Preferred Stock to 19X for $22,824,800 (the “Put”), which shall be paid in full, in cash, on the Closing date.

In the event that 19X acquires the Preferred Stock pursuant to the Put, then the Trust hereby agrees that, as a condition thereof, it shall contribute at the Closing 500,000 shares of common stock of CKX, currently owned by Trust, at the most favorable exchange ratio offered to other parties who are contributing CKX common stock for equity in 19X (but excluding equity type inducements if offered in connection with employment), for the same class of stock as is issued to me and to Simon Fuller.

In the event that 19X acquires the Preferred Stock pursuant to the Option, then the Trust shall have the right, but not the obligation, to contribute 500,000 shares of common stock of CKX, currently owned by Trust, at the most favorable exchange ratio offered to other parties who are contributing CKX common stock (but excluding equity type inducements if offered in connection with employment), for the same class of stock as is issued to me and to Simon Fuller.

In addition, you acknowledge that you have had a Director and Observer on the Board of Directors of CKX and have had access to all board materials in connection with this transaction as well as other material, non-public information about CKX.

Barry, we truly appreciate all that the Trust has done to help ensure that this transaction can get completed on terms that would also enable the Trust to realize the liquidity event that it desires. This transaction simply could not have taken place without your cooperation and this agreement.

The parties acknowledge that if the Closing does not occur by February 28, 2008, this agreement shall terminate.

Very truly yours

19X, Inc.


By:	/s/ Robert F.X. Sillerman
	Robert F.X. Sillerman
	Chairman

Agreed and Acknowledged

The Promenade Trust


By:	/s/ Barry Siegel
	Barry Siegel
	Trustee, Promenade Trust

EX-99.22 4 ckxltrag.htm ckxltrag.htm

Exhibit 22

19x, Inc.

650 Madison Avenue

New York, New York 10022

June 1, 2007

Mr. Simon Robert Fuller

19 The Mall

East Sheen

London SW14

England

Mr. Robert F.X. Sillerman

c/o CKX, Inc.

650 Madison Avenue

New York, NY 10022

Dear Messrs. Fuller and Sillerman,

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:

1. Employment Agreements and Director’s Service Agreement. Sillerman hereby acknowledges the effectiveness of his current employment agreement with CKX and hereby agrees and commits to either amend the term thereof to be co-terminus with the term of the Directors Service Agreement or enter into a new agreement with a term which is co-terminus with the term of the Directors Service Agreement and Fuller hereby acknowledges the effectiveness of his current employment agreement with 19 Entertainment. The Director’s Service Agreement shall automatically become effective and commence, without any action by any party thereto or hereto, on the date upon which the Acquisition is completed. In addition, you shall both be entitled to share equally in any management “promote” which provides additional participation in the performance of 19x.

2. Contribution of CKX stock. Fuller hereby agrees to contribute 1,507,315 shares of common stock of CKX (the “Fuller CKX Securities”) immediately prior to the effective time of the Acquisition and Sillerman hereby agrees to contribute shares of common stock and any other securities of CKX owned by Sillerman (the “Sillerman CKX Securities” and,

together with the Fuller CKX Securities, the “CKX Securities”) immediately prior to the effective time of the Acquisition, having a minimum value of $120 million, valued at the per share merger consideration contained in the Merger Agreement (defined below), to 19X immediately prior to the effective time of the Acquisition in exchange for equity interests in 19X pursuant to a contribution and exchange agreement containing customary terms and conditions, as further described in paragraph four below and as contemplated by the Merger Agreement to be entered into in connection with the Acquisition (the “Merger Agreement”) and the commitment letters and financing described therein.

3. Loan. In the event that the making of the loan to Simon Robert Fuller by 19 Entertainment in the amount of £5,878,500 pursuant to the Director’s Service Agreement is unlawful (or if after have been made become ulawful and must be repaid), 19X hereby agrees to make or arrange such loan (or the then unforgiven amount, if any), subject to the closing and effectiveness of the Acquisition, on the same terms as contained in the Director’s Service Agreement.

4. 19X Equity. The parties hereto hereby acknowledge that the current authorized capitalization of 19X is 1,000 shares of common stock, 801 of which were issued to Fuller on July 12, 2006 and are currently outstanding and 1 of which was issued to Sillerman on July 12, 2006 and is currently outstanding. As of the effective time, after giving effect to the Acquisition, Fuller’s 801 shares of common stock currently held (excluding any equity interests in 19X issued to Fuller in exchange for the Fuller CKX Securities), will represent not less than 1.48% of the outstanding equity of 19X, subject to normal and customary dilution if the equity needed to consummate the Acquisition is less than $600 million.

5. Merger Agreement. In connection with the Acquisition, Fuller and Sillerman hereby acknowledge and understand that 19X and/or one of its subsidiaries currently intend to enter into the Merger Agreement (copies of which have, and will be, provided to you) with CKX, pursuant to which 19X and/or one of its subsidiaries will make certain representations and warranties and have certain obligations, including the obligation to pay certain termination or “reverse break-up” fees in certain circumstances. To the extent required by CKX or the other parties to the Acquisition, Sillerman hereby agrees to guarantee all such obligations, and to execute a guarantee or other agreement in connection therewith.

6. Shareholders’ Agreement. Each of the parties hereto hereby agrees to negotiate in good faith and to enter into a shareholders’ agreement containing customary terms, including, among other things, voting rights, board representation, consent rights, transfer restrictions, tag-along and drag-along rights, rights of first refusal or offer, to the extent requested by the financing sources of 19X and/or Sillerman.

7. Board Representation. The board of directors of 19X (the “Board”) shall initially consist of three members as follows: Sillerman, a designee of Sillerman and Fuller. All action by the board of directors will require approval by a majority of the directors. Sillerman shall and shall cause his designee to nominate and vote for Fuller to serve on the Board at all times during which he continues to beneficially hold at least 75% of his 19x

shares. Notwithstanding the foregoing, Sillerman shall be under no such obligation if Fuller is not legally qualified to serve on the Board or if the Directors Service Agreement is terminated.

8. Agreement to Vote. Fuller and Sillerman have agreed to vote all securities of 19X owned by them in favor of the Acquisition and adoption and approval of the Merger Agreement and the transactions contemplated thereby, and any actions required in furtherance thereof. Fuller further hereby irrevocably (to the fullest extent permitted by Section 212 of the Delaware General Corporation Law) appoints, at any time prior to the Termination Date, Sillerman, as the sole and exclusive attorney and proxy of Fuller, with full power of substitution and resubstitution, to vote, and exercise all voting and other rights of Fuller with respect to all securities of 19X owned by Fuller on the date hereof or hereafter acquired (the “19X Securities”) (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law), for all matters which legally may come before the shareholders for vote. This proxy is irrevocable, is coupled with an interest and is granted in consideration of Sillerman entering into this Letter Agreement and pursuing the Acquisition. As used herein, the term “Termination Date” shall mean the earlier to occur of (i) the date and time as the Acquisition shall become effective in accordance with the terms and provisions of the Merger Agreement, or (ii) the date the Merger Agreement shall terminate in accordance with its terms. Upon the execution of this Letter Agreement, any and all prior proxies given by Fuller with respect to any 19X Securities are hereby revoked and Fuller agrees not to grant any subsequent proxies with respect to the 19X Securities at any time prior to the Termination Date. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Fuller (including any transferee of any of the 19X Securities).

9. This Letter Agreement shall be governed by and construed in accordance with the laws of New York without regard to principles of conflicts of laws.

10. This Letter Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, taken together, will constitute one and the same agreement.

11. If the foregoing is in accordance with your understanding and agreement, please sign and return a copy of this Letter Agreement to 19X.

Sincerely,

19X, Inc.


By:	/s/ Kraig G. Fox
	Name: Kraig G. Fox
	Title: Secretary

Accepted by:

/s/ Robert F.X. Sillerman		/s/ Simon Robert Fuller
Robert F.X. Sillerman Date: June 1, 2007		Simon Robert Fuller Date: June 1, 2007

EX-99.23 5 forward-confirm.htm forward-confirm.htm

Exhibit 23

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Tel (212) 272-2000

www.bearstearns.com

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

REFERENCE NUMBER(S):

NY52736

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the "Transaction") between Bear, Stearns International Limited (“Bear Stearns”) and Tomorrow Foundation (“Counterparty”). This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the Master Agreement specified below, with respect to this Transaction.

The parties agree to negotiate, execute and deliver an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Form Master Agreement”), together with the schedule thereto and any other related documents, each in form and substance as the parties shall in good faith agree (collectively, the “Executed Master Agreement”). In addition, the parties agree that until execution and delivery of the Executed Master Agreement, a Form Master Agreement shall be deemed to have been executed and delivered by the parties on the Trade Date of the first transaction that by its terms is intended to be governed by a Master Agreement. All provisions contained in, or incorporated by reference to, the Form Master Agreement or the Executed Master Agreement (as applicable, the “Master Agreement”) shall govern the Transaction referenced in this Confirmation, except as expressly modified below. This Confirmation, together with all of the other documents confirming any and all Transactions entered into between us (regardless of which branch, if any, either of us has acted through) that by their terms are intended to be governed by this particular Master Agreement, shall supplement, form a part of and be subject to the Master Agreement. For the avoidance of doubt, this Master Agreement does not govern the put option sold by the Counterparty pursuant to the transaction entered into on the Trade Date hereof.

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”).

In the event of any inconsistency between this Confirmation and the 2002 Definitions or the Master Agreement, this Confirmation shall prevail.

REGISTERED IN ENGLAND NO. 1592029

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

Page of 2 of 7

2. The terms of the particular Transaction to which this Confirmation relates are as follows

General Terms:
Trade Date:	July 18, 2007
Seller:	Counterparty
Buyer:	Bear Stearns
Shares:	The common stock, $0.01 par value per share, of CKX Inc. (Exchange Symbol: CKXE)
Number of Shares:	3,000,000
Prepayment:	Applicable
Prepayment Amount:	USD 38,460,000 (Prepayment per Option USD 12.82)
Prepayment Date:	July 20, 2007
Variable Obligation:	Not Applicable
Exchange:	The NASDAQ Global Select Market of the Nasdaq Stock Market, Inc
Related Exchange(s):	All Exchanges
Clearance System:	Not applicable: settlement will be by delivery of legended physical certificates.
Calculation Agent:	Bear Stearns. Determinations and calculations by the Calculation Agent hereunder shall be made after consultation with the Counterparty and such advisors as it shall designate, and shall be made in a commercially reasonable manner
Settlement Terms:
Physical Settlement:	Applicable
Settlement Currency:	USD
Settlement Date:	January 19, 2008
Settlement Method Election:	Not Applicable
Applicability of Section 9.11 of the 2002 Definitions:	For the avoidance of doubt, the provisions of Section 9.11 of the 2002 Definitions, relating to the requirement that the Counterparty deliver freely-transferable Shares, is not applicable to this Transaction to the extent (but only to the extent) required by the fact that the Counterparty at the Trade Date is and at the Settlement Date would be an “affiliate” of the Issuer within the meaning of Rule 144 (“Rule 144”) promulgated under the United States Securities Act of 1933, as amended (the “‘33 Act”).

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

Page of 3 of 7

Share Adjustments:
Method of Adjustments:	Calculation Agent Adjustment
Potential Adjustment Events:	Notwithstanding anything to the contrary contained in the 2002 Definitions, the previously announced dividend consisting of 25 percent of the common equity interests, on a fully diluted basis, in the business of FX Luxury Realty LLC (the “FXLR Spin”) will not constitute a Potential Adjustment Event and the failure of the record date for such distribution to have occurred prior to the Settlement Date will constitute a Potential Adjustment Event. As such the parties acknowledge that the Buyer will never have beneficial ownership of, nor the economic benefit from, the common equity interests in the business of FX Luxury Realty LLC.
Consequences for Merger Events:
Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation
Share-for-Combined:	Alternative Obligation
Determining Party:	Bear Stearns
Modification of Section 12.4(c) of the 2002 Definitions:	The provisions of Section 12.4(c) of this Transaction shall be modified by replacing the words “after the later” with the words “on the earlier”.
Status of Going Private Transaction:	For the avoidance of doubt, the currently-announced going private transaction with respect to the Issuer shall be a Merger Event for purposes of this Transaction.
Tender Offer:	Applicable
Consequences of Tender Offers:
Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation
Share-for-Combined:	Alternative Obligation
Determining Party:	Bear Stearns
Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination)
Determining Party:	Bear Stearns
Additional Disruption Events:

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

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Change in Law:	Applicable
Failure to Deliver:	Applicable
Insolvency Filing:	Applicable
Hedging Disruption Event:	Not Applicable
Loss of Stock Borrow:	Not Applicable
Hedging Party:	Bear Stearns
Determining Party:	Bear Stearns
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable

Collateral Provisions.

(a) On or before the Trade Date, Counterparty shall deliver to and at all times thereafter maintain with Bear Stearns as collateral Shares in number equal to the Number of Shares (the “Share Collateral”). The Share Collateral shall be delivered free and clear in certificated form registered in the name of the Buyer or its designee, such certificates containing a customary ‘33 Act legend relating to the status of the Share Collateral as restricted stock.

(b) These Collateral Provisions shall be deemed a security agreement, and notwithstanding anything to the contrary contained in the Executed Agreement or this Confirmation, these provisions shall be governed by the laws of the State of New York, without giving effect to the conflicts or choice of law provisions thereof. The Counterparty hereby grants a first priority continuing security interest in all Share Collateral provided hereunder and in any and all substitutions therefor, proceeds thereof and distributions thereon (together with the Share Collateral, the “Collateral”). Notwithstanding the foregoing, unless there is then an Event of Default or Potential Event of Default, upon receipt of the shares of FX Luxury Realty LLC distributed in respect of the Share Collateral, such shares of FX Luxury Realty LLC shall be released from the security interest created hereby. These Collateral Provisions constitute a Credit Support Document and the failure by a party to deliver or return Collateral in accordance with these Collateral Provisions (if such failure is not remedied on or before the Local Business Day after notice of such failure is given to such party) shall constitute an Event of Default for purposes of Section 5(a)(iii) of the Master Agreement with respect to such party. For purposes of these Collateral Provisions, the term "Local Business Day" shall have the meaning given such term in the Master Agreement, except that references to a payment in clause (b) thereof will be deemed to include a delivery or return of Collateral hereunder.

Additional Provisions

(a) the Counterparty’s sale of the Shares hereunder is not "on the basis of" material nonpublic information, within the meaning of Section 10b-5 of the United States Securities Exchange Act, as amended, and Rules 10b-5 and 10b5-1 promulgated thereunder;

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

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(b) as to any Shares held as Share Collateral hereunder, the facts surrounding the donation to the Counterparty of the Shares are such that they are deemed to have been acquired by the Counterparty when they were acquired by the donor for purposes of calculating the Counterparty’s holding period of such Shares under Rule 144;

(c) as to any Shares held as Share Collateral hereunder, the donor of the Shares to Counterparty acquired such Shares more than two years prior to the Trade Date;

(d) as to any Shares held as Share Collateral hereunder, the Counterparty hereby represents, as of each date from and including the Trade Date to and including the Settlement Date that such Shares could be delivered in settlement of this Transaction without breach of any representation, warranty or covenant of the Counterparty hereunder, including those in Section 9.11 of the 2002 Definitions (assuming lifting of the lien granted hereunder), except to the extent (but only to the extent) required by the fact that the Counterparty at the Trade Date is and at the Settlement Date would be an “affiliate” of the Issuer within the meaning of Rule 144.

Additional Covenant of Bear Stearns. Bear Stearns agrees that it will not dispose of the Shares delivered hereunder until the common equity interests in the business of FX Luxury Realty LLC have been distributed by the Issuer or it determines such distribution will not occur.

Agency. Counterparty acknowledges that Bear, Stearns & Co. Inc. (“BS&C”) has acted as agent for Counterparty solely for the purposes of arranging this Transaction with its Affiliate, Bear Stearns and has acted as agent for Bear Stearns (without accepting any liability for Bear Stearns's performance or non-performance of Bear Stearns's obligations under the Transaction) in connection with the execution of this Confirmation on Bear Stearns's behalf. This Confirmation is being provided by BS&C in such capacity. Upon your written request, BS&C will furnish you with the time at which this Transaction was entered into. Bear Stearns is not a member of the Securities Investor Protection Corporation.

Eligible Contract Participant. Each party represents that it constitutes an "eligible contract participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

Payment Date Netting. The parties agree that subparagraph (ii) of Section 2(c) of the Master Agreement will not apply to any Transactions that are or will be governed by the Master Agreement. Thus all amounts payable on the same date in the same currency in respect of all Transactions shall be netted.

Credit Support Document and Credit Support Provider. The parties agree that Mr. Robert F.X. Sillerman shall be a Credit Support Provider with respect to the Counterparty and the Guaranty of event date herewith of the obligations of the Counterparty hereunder shall be a Credit Support Document with respect to the Counterparty.

Governing Law. The laws of New York (without giving effect to any provision thereof that might require application of the law of another jurisdiction).

Termination Currency. USD shall be the Termination Currency.

Transfer. Bear Stearns may transfer its rights and obligations under this Transaction, in whole or in part, to any of its Affiliates without Counterparty’s consent.

Measure of Damages. Second Method and Loss shall apply.

Contact information. For purposes of the Master Agreement (unless otherwise specified in the Executed Master Agreement), the addresses for notice to the parties shall be:

(a) Counterparty

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

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Tomorrow Foundation

650 Madison Avenue

16^th Floor

New York, NY 10022-1029

(b) Bear Stearns:

Bear, Stearns International Limited

One Canada Square

London, England

Attention: Legal Department

with a copy to:

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Attention: Michael O’Donovan

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to Bear Stearns a facsimile of the fully-executed Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please contact Fenaba Addo by telephone at 212-272-2463. For all other inquiries please contact Orlaith O’Dea by telephone at 353-1-402-6220. Originals will be provided for your execution upon your request.

Reference Number: NY52736

Tomorrow Foundation

July 18, 2007

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We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR, STEARNS INTERNATIONAL LIMITED

By: /s/ Michael O’Donovan

Name: Michael O’Donovan

Title: Authorised Signatory

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

TOMORROW FOUNDATION

By: /s/ Robert F. X. Sillerman

Name: Robert F. X. Sillerman

Title: Trustee

EX-99.24 6 put-confirm.htm put-confirm.htm

Exhibit 24

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Tel (212) 272-2000

www.bearstearns.com

DATE:

July 18, 2007

TO:

The Tomorrow Foundation

TELEPHONE:

(212) 407-9145

FACSIMILE:

(212) 872-1473

Attention:

Mr. Robert F.X. Sillerman

FROM:

Derivatives Documentation

TELEPHONE:

212-272-2711

FACSIMILE:

212-272-9857

SUBJECT:

Equity Derivatives Confirmation

REFERENCE NUMBER(S):

NY52737

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the "Transaction") between Bear, Stearns International Limited (“Bear Stearns”) and The Tomorrow Foundation (“Counterparty”). This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the Master Agreement specified below, with respect to this Transaction.

The parties agree to negotiate, execute and deliver an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Form Master Agreement”), together with the schedule thereto and any other related documents, each in form and substance as the parties shall in good faith agree (collectively, the “Executed Master Agreement”). In addition, the parties agree that until execution and delivery of the Executed Master Agreement, a Form Master Agreement shall be deemed to have been executed and delivered by the parties on the Trade Date of the first transaction that by its terms is intended to be governed by a Master Agreement. All provisions contained in, or incorporated by reference to, the Form Master Agreement or the Executed Master Agreement (as applicable, the “Master Agreement”) shall govern the Transaction referenced in this Confirmation, except as expressly modified below. This Confirmation, together with all of the other documents confirming any and all Transactions entered into between us (regardless of which branch, if any, either of us has acted through) that by their terms are intended to be governed by this particular Master Agreement, shall supplement, form a part of and be subject to the Master Agreement. For the avoidance of doubt, this Master Agreement does not govern the prepaid forward sale of Shares by the Counterparty pursuant to the transaction entered into on the Trade Date hereof.

In the event of any inconsistency between this Confirmation and the 2002 Definitions or the Master Agreement, this Confirmation shall prevail.

REGISTERED IN ENGLAND NO. 1592029

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

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2. The terms of the particular Transaction to which this Confirmation relates are as follows

General Terms:
Trade Date:	July 18, 2007
Option Style:	European
Option Type:	Put
Seller:	Counterparty
Buyer:	Bear Stearns
Shares:	The common stock, $0.01 par value per share, of CKX Inc. (Exchange Symbol: CKXE)
Number of Options:	3,000,000
Option Entitlement:	One Share per Option
Strike Price:	USD 13.75
Premium:	USD 450,000 (Premium per Option USD 0.15)
Premium Payment Date:	July 20, 2007
Exchange:	The NASDAQ Global Select Market of the Nasdaq Stock Market, Inc
Related Exchange(s):	All Exchanges
Clearance System:	Not applicable: settlement will be by delivery of legended physical certificates
Calculation Agent:	Bear Stearns. Determinations and calculations by the Calculation Agent hereunder shall be made after consultation with the Counterparty and such advisors as it shall designate, and shall be made in a commercially reasonable manner
Procedures for Exercise:
Expiration Time:	One hour after the Valuation Time
Expiration Date:	January 19, 2008
Multiple Exercise:	Not Applicable
Automatic Exercise:	Not Applicable
Seller’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:
Settlement Terms:
Physical Settlement:	Applicable
Settlement Currency:	USD
Settlement Election:	Not Applicable
Limitation on Section 9.11 of the 2002	For the avoidance of doubt, the provisions of

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

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Definitions:

Section 9.11 of the 2002 Definitions, relating to the requirement that the Counterparty deliver freely-transferable Shares, is applicable to this Transaction only to the extent that (a) the breach of such representation and agreement does not arise, directly or indirectly, from the breach of any representation, warranty or covenant made by the party from whom Bear Stearns acquired the Shares being delivered and (b) to the extent (but only to the extent) that the limitation would not be the result of the party from whom Bear Stearns acquired the Shares being (as at the trade date or settlement date of the related transaction) an “affiliate” of the Issuer within the meaning of Rule 144 (“Rule 144”) promulgated under the United States Securities Act of 1933, as amended (the “‘33 Act”).

Share Adjustments:
Method of Adjustments:	Calculation Agent Adjustment
Potential Adjustment Events:	Notwithstanding anything to the contrary contained in the 2002 Definitions, the previously announced dividend consisting of 25 percent of the common equity interests, on a fully diluted basis, in the business of FX Luxury Realty LLC will not constitute a Potential Adjustment Event and the failure of the record date for such distribution to have occurred prior to the Settlement Date will constitute a Potential Adjustment Event. As such the parties acknowledge that the Buyer will never have beneficial ownership of, nor the economic benefit from, the common equity interests in the business of FX Luxury Realty LLC.
Consequences for Merger Events:
Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation
Share-for-Combined:	Alternative Obligation
Determining Party:	Bear Stearns
Tender Offer:	Applicable
Consequences of Tender Offers:
Share-for-Share:	Alternative Obligation
Share-for-Other:	Alternative Obligation

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

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Share-for-Combined:	Alternative Obligation
Determining Party:	Bear Stearns
Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination)
Determining Party:	Bear Stearns
Additional Disruption Events:
Change in Law:	Applicable
Failure to Deliver:	Applicable
Insolvency Filing:	Applicable
Hedging Disruption Event:	Not Applicable
Loss of Stock Borrow:	Not Applicable
Hedging Party:	Bear Stearns
Determining Party:	Bear Stearns
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable

Collateral Provisions

(a) In order to secure its obligations under the Master Agreement, Counterparty may (but need not) deliver to Bear Stearns Collateral at any time following the Trade Date. Bear Stearns shall return to Counterparty Collateral following request of Counterparty, so long as, at the time of such return there is, and after giving effect to that return there would be, no default under the Credit Support Document (defined below), including, but not limited to, the obligation of the Credit Support Provider to post collateral thereunder.

Each return of Collateral required from or to Counterparty hereunder shall be made by the close of business on the relevant Credit Support Valuation Date if notice requesting such delivery or return is received by 11 A.M. New York City time, or by the next Local Business Day if notice is received after 11 A.M. New York City time.

“Collateral” means any combination of (A) USD cash or (B) other securities to the extent and so long as Beneficiary determines, in its sole and absolute discretion, such securities are Collateral.

(b) These Collateral Provisions shall be deemed a security agreement, and notwithstanding anything to the contrary contained in the Executed Master Agreement or this Confirmation, these provisions shall be governed by the laws of the State of New York, without giving effect to the conflicts or choice of law provisions thereof. Notwithstanding anything to the contrary set forth in this Confirmation or the Master Agreement, in the event of any inconsistency between the Master Agreement and these Collateral Provisions, the Master Agreement shall prevail, except as set forth in the preceding sentence. Counterparty hereby grants a first priority continuing security interest in all Collateral provided hereunder and in any and all substitutions therefor, proceeds thereof and distributions thereon. These Collateral Provisions constitute a Credit Support Document and the failure by Bear Stearns to return Collateral in accordance with these Collateral Provisions (if such failure is not remedied on or before the Local Business Day after notice of such failure is given to such party) shall constitute an Event of Default for purposes of Section 5(a)(iii) of the Master Agreement with respect to Bear Stearns. For purposes of these Collateral

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

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Provisions, the term "Local Business Day" shall have the meaning given such term in the Master Agreement, except that references to a payment in clause (b) thereof will be deemed to include a delivery or return of Collateral hereunder

Additional Provisions

Additional Representations of the Counterparty. The Counterparty hereby represents and warrants to Bear Stearns as of the Trade Date and as of any additional date or dates indicated below, as follows the Counterparty’s sale of the Option hereunder is not "on the basis of" material nonpublic information, within the meaning of Section 10b-5 of the United States Securities Exchange Act, as amended, and Rules 10b-5 and 10b5-1 promulgated thereunder.

Eligible Contract Participant. Each party represents that it constitutes an "eligible contract participant" as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

Governing Law. The laws of New York (without giving effect to any provision thereof that might require application of the law of another jurisdiction).

Termination Currency. USD shall be the Termination Currency.

Transfer. Bear Stearns may transfer its rights and obligations under this Transaction, in whole or in part, to any of its Affiliates without Counterparty’s consent.

Measure of Damages. Second Method and Loss shall apply.

Contact information. For purposes of the Master Agreement (unless otherwise specified in the Executed Master Agreement), the addresses for notice to the parties shall be:

(a) Counterparty

The Tomorrow Foundation

650 Madison Avenue

16^th Floor

New York, NY 10022-1029

(b) Bear Stearns:

Bear, Stearns International Limited

One Canada Square

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

Page of 6 of 7

London, England

Attention: Legal Department

with a copy to:

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Attention: Michael O’Donovan

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Reference Number: NY52737

The Tomorrow Foundation

July 18, 2007

Page of 7 of 7

We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR, STEARNS INTERNATIONAL LIMITED

By: /s/ Michael O’Donovan
Name: Michael O’Donovan

Title: Authorised Signatory

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

THE TOMORROW FOUNDATION

By: /s/ Robert F. X. Sillerman

Name: Robert F. X. Sillerman

Title: Trustee

EX-99.25 7 guaranty.htm guaranty.htm

Exhibit 25

GUARANTY

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”).

1. Guaranty and Contingencies

(i)

To induce the Beneficiary to enter into the Master Agreement (as defined below) with THE TOMORROW FOUNDATION (“Guaranteed Entity”), the Guarantor irrevocably and unconditionally guarantees to the Beneficiary, its successors and permitted assigns, the prompt payment by Guaranteed Party, on demand, of the net amount due and payable to the Beneficiary in respect of the Master Agreement, subject to any applicable grace period thereunder, whether on settlement of any of the Transactions under the Master Agreement or as a result of termination of any of or all of such Transactions (the “Obligations”).

The “Master Agreement” is the ISDA 1992 Form Master Agreement (Multi-Currency—Cross-Border) deemed entered into between the Beneficiary and the Guaranteed Entity pursuant to the Confirmations of even date herewith relating to the Put Option.

The “Put Option” means the physically-settled put option relating to 3,000,000 shares of CKX, Inc. (“CKX”) sold by the Guaranteed Party to the Beneficiary, subject to adjustment as therein described.

(ii)

In addition to any charge, pledge, security interest or right of setoff otherwise granted to the Beneficiary in respect of Guarantor’s property (whether contractual, statutory or common law)., the Guarantor hereby grants a security interest in, and right of setoff with respect to, all of the Permitted Collateral (and any proceeds thereof) in respect of the Guarantor’s obligations in respect of this Guaranty.

The Guarantor agrees that at all times from the date hereof until the Settlement Date under the Put Option, that Adjusted Value of any Permitted Collateral posted as collateral by the Guaranteed Entity under the Put Option or held in Guarantor’s account number 353-01665 held at Beneficiary will equal or exceed the Exposure.

“Permitted Collateral” means any combination of (A) USD cash or (B) other securities to the extent and so long as Beneficiary determines, in its sole and absolute discretion, such securities are Permitted Collateral hereunder held in Guarantor’s account(s) at Beneficiary.

“Adjusted Value” means (A) in the case of USD cash, the amount of such cash and (B) in the case of other securities, the amount determined at any time by Beneficiary, in its sole and absolute discretion, to be the Adjusted Value thereof.

“Exposure” means for any Credit Support Valuation Date, the product of (i) the Number of Options and (ii) the greater of (A) zero or (B) (I) the Strike Price minus (II) the then-current market value of one Share as determined by Bear Stearns.

(iii)

The Guarantor hereby waives acceptance of this Guaranty, diligence, promptness, presentment, demand on Guaranteed Party for payment, protest of nonpayment and all notices of any kind. In addition, the Guarantor's obligations hereunder shall not be affected by the existence, validity, enforceability, perfection, or extent of the Obligations or of any collateral therefor. The Beneficiary shall not be obligated to proceed against Guaranteed Party before claiming under this Guaranty nor to file any claim relating to the Obligations in the event that Guaranteed Party becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Beneficiary so to file shall not affect the Guarantor's obligations hereunder. The Guarantor agrees that his obligations under this Guaranty constitute a guaranty of payment and not of collection.

2. Consents, Waivers and Renewals

The Guarantor agrees that the Beneficiary, may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, extend the time of payment of, exchange or surrender any collateral for, or renew any of the Obligations, and may also make any agreement with Guaranteed Party or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Beneficiary and Guaranteed Party or any such other party or person, without in any way impairing or affecting this Guaranty. The Guarantor agrees that the Beneficiary may resort to the Guarantor for payment of any of the Obligations, whether or not the Beneficiary shall have resorted to any collateral security, or shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.

Expenses

The Guarantor agrees to pay on demand all out-of-pocket expenses (including without limitation the reasonable fees and disbursements of the Beneficiary's counsel) incurred in the enforcement or protection of the rights of the Beneficiary hereunder; provided that the Guarantor shall not be liable for any expenses of the Beneficiary if no payment under this Guaranty is due.

4. Subrogation

The Guarantor will not exercise any rights that he may acquire by way of subrogation until all Obligations to the Beneficiary shall have been paid in full. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be held for the benefit of the Beneficiary and shall forthwith be paid to the Beneficiary to be credited and applied to the Obligations, whether matured or unmatured. Subject to the foregoing, upon payment of all the Obligations, the Guarantor may, at his election, be subrogated to the rights of the Beneficiary against Guaranteed Party and, should the Guarantor elect to be so subrogated, the Beneficiary agrees to take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation.

5.	Cumulative Rights

No failure on the part of the Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Beneficiary of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Beneficiary or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Beneficiary from time to time.

6.	Representations and Warranties

(i)

The Guarantor is a natural person.

(ii)

The execution, delivery and performance of this Guaranty do not conflict with any provision of law or any regulation or of any agreement binding upon the Guarantor.

(iii)

No consent, licenses, approvals and authorizations of and registrations with or declarations to any governmental authority are required in connection with the execution, delivery and performance of this Guaranty.

(iv)

This Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

7. Continuing Guaranty

The Guaranty shall remain in full force and effect and be binding upon the Guarantor and his successors and permitted assigns, and inure to the benefit of the

Beneficiary and its successors and permitted assigns, until all of the Obligations have been satisfied in full. In the event that any payment by Guaranteed Party in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made.

8. Notices

All notices in connection with this Guaranty shall be deemed effective, if in writing and delivered in person or by courier, on the date delivered to the following address (or such other address which the Guarantor shall notify the Beneficiary of in writing):

Mr. Robert F.X. Sillerman

c/o CKX, Inc.

650 Madison Avenue, 16^th Floor

New York, NY 10022

9. Governing Law and Jurisdiction

The Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to choice of law doctrine.

10.

Forum

With respect to any suit, action or proceedings relating to this Guaranty (“Proceedings”), the Guarantor irrevocably:

(i)

submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and

(ii)

waives any objection which he may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the Guarantor to the Beneficiary as of the date first above written.

	Robert F.X. Sillerman


	By:	/s/ Robert F.X. Sillerman

EX-99.26 8 cooperation.htm cooperation.htm

Exhibit 26

AMENDMENT NO. 1 TO

MANAGEMENT COOPERATION AGREEMENT

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 Robert 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.

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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.

	CKX, INC

	By:	/s/ Robert F. X. Sillerman
	Name:	Robert F. X. Sillerman
	Title:	Chief Executive Officer

	/s/ Robert F. X. Sillerman
	Name:	Robert F. X. Sillerman

	/s/ Laura Baudo Sillerman
	Name:	Laura Baudo Sillerman

	SILLERMAN COMMERCIAL HOLDINGS PARTNERSHIP L.P.

	By: SILLERMAN INVESTMENT CORPORATION, its General Partner


	By:	/s/ Robert F. X. Sillerman
	Name:	Robert F. X. Sillerman
	Title:	President

	SILLERMAN CAPITAL HOLDINGS L.P.

	By: SILLERMAN CAPITAL HOLDINGS, INC., its General Partner


	By:	/s/ Robert F. X. Sillerman
	Name:	Robert F. X. Sillerman
	Title:	President