Exhibit 10.1
 EXECUTION VERSION




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TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS
    
    
    11.1 Defined Terms
    
    
    11.2 Other Definitional Provisions
    
    
    24SECTION 2. AMOUNT AND TERMS OF REVOLVING COMMITMENTS
    
    
    252.1 Revolving Commitments
    
    
    252.2 Procedure for Revolving Loan Borrowing
    
    
    262.3 Swingline Commitment
    
    
    262.4 Procedure for Swingline Borrowing; Refunding of Swingline Loans
    
    
    272.5 Commitment Fees, etc
    
    
    282.6 Termination or Reduction of Revolving Commitments
    
    
    292.7 L/C Commitment
    
    
    292.8 Procedure for Issuance of Letter of Credit
    
    
    292.9 Fees and Other Charges
    
    
    302.10 L/C Participations
    
    
    302.11 Reimbursement Obligation of the Borrower
    
    
    312.12 Obligations Absolute
    
    
    312.13 Letter of Credit Payments
    
    
    322.14 Applications
    
    
    322.15 Incremental Facilities
    
    
    32SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT
    
    
    333.1 Optional Prepayments
    
    
    333.2 Conversion and Continuation Options
    
    
    343.3 Limitations on Eurodollar Tranches
    
    
    343.4 Interest Rates and Payment Dates
    
    
    343.5 Computation of Interest and Fees
    
    
    353.6 Inability to Determine Interest Rate
    
    
    363.7 Pro Rata Treatment and Payments
    
    
    363.8 Requirements of Law
    
    
    373.9 Taxes
    
    
    383.10 Indemnity
    
    
    413.11 Change of Lending Office
    
    
    413.12 Replacement of Lenders
    
    
    423.13 Evidence of Debt
    
    
    423.14 Illegality
    
    
    43SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    434.1 Financial Condition
    
    
    434.2 No Change
    
    
    444.3 Corporate Existence; Compliance with Law
    
    
    444.4 Power; Authorization; Enforceable Obligations
    
    
    44
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TABLE OF CONTENTS
 Page4.5 No Legal Bar
    
    
    454.6 Litigation
    
    
    454.7 No Default
    
    
    454.8 Ownership of Property; Liens
    
    
    454.9 Intellectual Property
    
    
    454.10 Taxes
    
    
    474.11 Federal Regulations
    
    
    474.12 Labor Matters
    
    
    474.13 ERISA
    
    
    474.14 Investment Company Act; Other Regulations
    
    
    484.15 Subsidiaries
    
    
    484.16 Use of Proceeds
    
    
    484.17 Environmental Matters
    
    
    484.18 Accuracy of Information, etc
    
    
    494.19 Security Documents
    
    
    504.20 Solvency
    
    
    504.21 Senior Indebtedness
    
    
    514.22 Foreign Assets Control Regulations and Anti-Money Laundering
    
    
    514.23 Double Vision Film
    
    
    51SECTION 5. CONDITIONS PRECEDENT
    
    
    515.1 Conditions to Initial Extension of Credit
    
    
    515.2 Conditions to Each Extension of Credit
    
    
    55SECTION 6. AFFIRMATIVE COVENANTS
    
    
    556.1 Financial Statements
    
    
    556.2 Certificates; Other Information
    
    
    566.3 Payment of Obligations
    
    
    576.4 Maintenance of Existence; Compliance
    
    
    576.5 Maintenance of Property; Insurance
    
    
    586.6 Inspection of Property; Books and Records; Discussions
    
    
    586.7 Notices
    
    
    586.8 Intellectual Property
    
    
    596.9 Environmental Laws
    
    
    606.10 Interest Rate Hedging
    
    
    616.11 Additional Collateral, etc
    
    
    616.12 Further Assurances
    
    
    636.13 Use of Proceeds
    
    
    636.14 Post-Closing Obligations
    
    
    636.15 UK Financial Assistance
    
    
    64SECTION 7. NEGATIVE COVENANTS
    
    
    647.1 Financial Condition Covenants
    
    
    64
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TABLE OF CONTENTS
 Page7.2 Indebtedness
    
    
    647.3 Liens
    
    
    667.4 Fundamental Changes
    
    
    687.5 Disposition of Property
    
    
    697.6 Restricted Payments
    
    
    697.7 Capital Expenditures
    
    
    717.8 Investments
    
    
    717.9 Optional Payments and Modifications of Certain Debt Instruments
    
    
    737.10 Transactions with Affiliates
    
    
    747.11 Sales and Leasebacks
    
    
    747.12 Hedge Agreements
    
    
    747.13 Changes in Fiscal Periods
    
    
    747.14 Negative Pledge Clauses
    
    
    747.15 Clauses Restricting Subsidiary Distributions
    
    
    747.16 Lines of Business
    
    
    757.17 Certain Amendments
    
    
    757.18 Accounting Changes
    
    
    757.19 Intellectual Property
    
    
    757.20 Hazardous Substances
    
    
    76SECTION 8. EVENTS OF DEFAULT
    
    
    76SECTION 9. THE AGENTS
    
    
    809.1 Appointment
    
    
    809.2 Delegation of Duties
    
    
    809.3 Exculpatory Provisions
    
    
    819.4 Reliance by Agents
    
    
    819.5 Notice of Default
    
    
    819.6 Non-Reliance on Agents and Other Lenders
    
    
    829.7 Indemnification
    
    
    829.8 Agent in Its Individual Capacity
    
    
    839.9 Successor Administrative Agent
    
    
    839.10 Agents Generally
    
    
    839.11 The Lead Arranger
    
    
    849.12 Withholding Tax
    
    
    84SECTION 10. MISCELLANEOUS
    
    
    8410.1 Amendments and Waivers
    
    
    8410.2 Notices
    
    
    8510.3 No Waiver; Cumulative Remedies
    
    
    8710.4 Survival of Representations and Warranties
    
    
    8710.5 Payment of Expenses and Taxes
    
    
    8710.6 Successors and Assigns; Participations and Assignments
    
    
    88
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TABLE OF CONTENTS
 Page10.7 Adjustments; Set-off
    
    
    9210.8 Counterparts
    
    
    9210.9 Severability
    
    
    9210.10 Integration
    
    
    9310.11 GOVERNING LAW
    
    
    9310.12 Submission To Jurisdiction; Waivers
    
    
    9310.13 Acknowledgments
    
    
    9310.14 Releases of Guarantees and Liens
    
    
    9410.15 Confidentiality
    
    
    9410.16 WAIVERS OF JURY TRIAL
    
    
    9510.17 Delivery of Addenda
    
    
    9510.18 USA PATRIOT Act
    
    
    95
 ANNEX:A
    
    Pricing GridSCHEDULES:4.1
    
    Contingent Liabilities4.4
    
    Consents, Authorizations, Filings and Notices4.13
    
    ERISA4.15
    
    Subsidiaries; Subscriptions, Warrants, Etc.4.19
    
    Filing Jurisdictions7.2(d)
    
    Existing indebtedness7.3(f)
    
    Existing Liens7.10
    
    Affiliate TransactionsEXHIBITS:A
    
    Form of AddendumB
    
    Form of Assignment and AssumptionC
    
    Form of Compliance CertificateD-1
    
    Form of Guarantee and Collateral AgreementD-2
    
    Form of UK Charge Over SharesD-3
    
    Form of UK DebentureE
    
    [Reserved]F
    
    [Reserved]G
    
    Form of Exemption CertificateH-1
    
    Form of Revolving NoteH-2
    
    Form of Swingline NoteI
    
    Form of Closing CertificateJ-1
    
    Form of Legal Opinion of Paul, Hastings, Janofsky and Walker LLP
 -iv-




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TABLE OF CONTENTS
 Page J-2
    
    Form of Legal Opinion of Baker & McKenzieK
    
    Form of Solvency CertificateL
    
    Subordination Provisions
 -v-




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Agreement Borrower Lenders Lead Arranger Syndication Agents Documentation Agents Administrative
Agent
   Defined Terms
 Acquired Indebtedness
 Addendum
 Additional Extensions of Credit Adjustment
Date
 Administrative Agent
 Affiliate
 Agents
 Aggregate Exposure




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2 Aggregate Exposure Percentage
 Agreement
 Applicable Margin provided
 Application
 Approved Fund
 Asset Sale
 Assignee
 Assignment and Assumption
 Available Revolving Commitment over provided
 Base Rate Prime
Rate




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3 Base Rate Loans
 Benefited Lender
 Board
 Borrower
 Borrower Credit Agreement Obligations
 Borrower Obligations
 Borrowing Date
 Business
 Business Day provided
 Capital Expenditures
 Capital Lease Obligations
 Capital Stock
 Cash Equivalents




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4 
 CKX UK Holdings
 Closing Date
 Code
 Collateral
 Commitment
 Commitment Fee Rate
 Commonly Controlled Entity




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5 Compliance Certificate
 Conduit Lender provided provided further
 Consolidated EBITDA plus provided however minus




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6   Consolidated Interest Coverage Ratio
 Consolidated Interest Expense




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7   Consolidated Leverage Ratio
 Consolidated Net Income
 Consolidated Net Worth
 Consolidated Total Debt




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8  Continuing Directors
 Contractual Obligation
 Copyright
 Default
 Disposition Dispose Disposed of
 Disqualified Capital Stock
 Documentation Agents
 Dollars $
 Domestic Subsidiary
 Elvis Operating Companies
 Elvis Operating Company Charter Documents




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9 Environmental Laws
 Environmental Permits
 ERISA
 Eurocurrency Reserve Requirements
 Eurodollar Base Rate Eurodollar Base
Rate
 Eurodollar Loans
 Eurodollar Rate
 1.00  Eurocurrency Reserve Requirements
 Eurodollar Tranche




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10 Event of Default provided
 Exchange Act
 Excluded Foreign Subsidiary
 Facility
 Federal Funds Effective Rate
 Foreign Subsidiary
 Fremantle
 Fuller Employment Agreement
 Fuller Non-Compete Agreement
 Funded Debt
 Funding Office




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11 GAAP Accounting
Changes
 GOAT Acquisition Agreement
 GOAT Operating Agreement
 GOAT Operating Company
 Governmental Authority
 Group Members
 Guarantee and Collateral Agreement
 Guarantee Obligation guaranteeing person




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12 primary obligations primary
obligor provided however
 Hazardous Substances
 Hedge Agreements provided
 Immaterial Subsidiaries




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13 provided
 Indebtedness provided however
 Indemnified Liabilities
 Indemnitee
 Insolvency
 Insolvent
 Intellectual Property




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14 Intellectual Property Security Agreement
 Interest Payment Date
 Interest Period provided
     Investments
 Issuing Lender
 L/C Commitment




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15 L/C Fee Payment Date
 L/C Obligations
 L/C Participants
 Lead Arranger
 Lenders provided
 Letters of Credit
 Lien
 Loan
 Loan Documents
 Loan Parties
 Management Subscription Agreements
 Material Adverse Effect
 Material Environmental Amount




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16 Material Subsidiary
 Materials of Environmental Concern
 Moodys
 Mortgages
 Multiemployer Plan
 Net Cash Proceeds
 New Term Loan Commitments
 New Term Loan Facility Amendment
 New Term Loan Facility Notice
 New Term Loan Lender
 19E
 19TV




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17 Non-Recourse Indebtedness provided
 Non-Excluded Taxes
 Non-U.S. Lender
 Notes
 Obligations
 OFAC
 Other Taxes
 Participant
 Patent
 Patriot Act
 PBGC
 Permitted Acquisition




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18 provided provided
 Permitted Joint Venture provided
 Person
 Plan




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19  Pledged Equity Interests
 Preferred Stock
 Presley Preferred Equity
 Pledged Notes
 Pricing Grid
 Pro Forma Financial Statements
 Projections
 Properties
 Property
 Qualified Counterparty
 Reference Lender
 Refunded Swingline Loans
 Refunding Date
 Register
 Regulation U
 Reimbursement Obligation




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20 Reorganization
 Reportable Event
 Required Lenders
 Requirement of Law
 Reservations
 Responsible Officer
 Restricted Payments
 Revolving Commitment
 Revolving Commitment Period
 Revolving Extensions of Credit




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21 Revolving Lender
 Revolving Loans
 Revolving Percentage
 Revolving Termination Date
 S&P
  Secured Parties
 Security Documents
 Sillerman Group
 Single Employer Plan
 Solvent




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22  Specified Hedge Agreement provided
 Subordinated Debt
 Subordinated Debt Indenture
 Subordination Provisions
 Subsidiary




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23 Subsidiary Guarantor
 Swingline Commitment
 Swingline Lender
 Swingline Loans
 Swingline Participation Amount
 Syndication Agents
 Title Insurance Company
 Total Revolving Commitments
 Total Revolving Extensions of Credit
 Trademark
 Transferee
 Trust
 Type
 UK Charge Over Shares
 UK Debenture
 UK GAAP




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24  UK Subsidiary Guarantor
 United States
 US Subsidiary Guarantor
 Wholly Owned Subsidiary
 Other Definitional Provisions




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25      Spot Rate
    Revolving Commitments Revolving Loans




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26   Procedure for Revolving Loan Borrowing
 Swingline Commitment Swingline Loans




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27   Procedure for Swingline Borrowing; Refunding of Swingline Loans
 Refunded Swingline Loans




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28 Refunding Date Swingline Participation Amount
 pro rata provided however
  Commitment Fees, etc.




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29 Termination or Reduction of Revolving Commitments provided
 L/C Commitment Letters of Credit
  Procedure for Issuance of Letter of Credit




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30  Fees and Other Charges
  L/C Participations




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31  pro rata pro rata provided however
 Reimbursement Obligation of the Borrower
 Obligations Absolute




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32  Letter of Credit Payments
 Applications
 Incremental Facilities New Term Loan
Facility Notice New Term Loan Commitments provided however




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33 New Term Loan
Lender provided provided however New Term Loan Facility
Amendment
 
 Optional Prepayments provided




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34  Conversion and Continuation Options provided
 provided provided further
 Limitations on Eurodollar Tranches
 Interest Rates and Payment Dates




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35  plus plus plus
 provided
 Computation of Interest and Fees




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36 Inability to Determine Interest Rate
    Pro Rata Treatment and Payments
 pro rata




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37   pro rata
 Requirements of Law




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38     provided
 Taxes




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39 Non-Excluded
Taxes
   Non-U.S. Lender




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40  provided
 provided




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41    Indemnity
 Change of Lending Office provided




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42  Replacement of Lenders
 Evidence of Debt
  prima facie provided however




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43   Illegality
   Financial Condition  Pro Forma
Financial Statements




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44  No Change
 Corporate Existence; Compliance with Law
 Power; Authorization; Enforceable Obligations




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45  No Legal Bar
 Litigation
 No Default
 Ownership of Property; Liens
 Intellectual Property




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46




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47  Taxes
 Federal Regulations
 Labor Matters
 ERISA




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48  Investment Company Act; Other Regulations
 Subsidiaries
 Use of Proceeds
 Environmental Matters
 Properties




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49  Business
     Accuracy of Information, etc.




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50  Security Documents
  Solvency




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51 Senior Indebtedness
 Foreign Assets Control Regulations and Anti-Money Laundering OFAC
  Double Vision Film
  Conditions to Initial Extension of Credit
 Credit Agreement; Security Documents




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52  Pro Forma Balance Sheet; Financial Statements
 Business Plan and Projections
 Indebtedness
 Approvals
 Lien and Other Searches
 Fees
 Closing Certificate




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53  Legal Opinions
    Pledged Equity Interests; Transfer Powers; Pledged Notes
 Filings, Registrations and Recordings; Control Agreements
 Solvency Certificate




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54 No Default; Representations; Officers Certificate
 Insurance
 Consolidated EBITDA
 Agent for Service of Process
 Share Register Extracts; Shareholder Resolutions
 Miscellaneous




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55 Conditions to Each Extension of Credit
 Representations and Warranties
 No Default
 Compliance with Financial Covenants
    Financial Statements




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56    Certificates; Other Information




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57 Projections
     Payment of Obligations
 Maintenance of Existence; Compliance




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58  Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions provided
 Notices




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59     Intellectual Property




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60 provided PTO
   Environmental Laws




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61   Interest Rate Hedging
 Additional Collateral, etc.




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62




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63   Further Assurances
 Use of Proceeds
 Post-Closing Obligations




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64  UK Financial Assistance
   Financial Condition Covenants Consolidated Leverage Ratio
 Consolidated Interest Coverage Ratio
 Consolidated InterestFiscal Quarter
    
    Coverage RatioClosing Date through Fiscal Quarter ending
    
    2.0:1.09/30/2007Fiscal Quarter ending 12/31/2007 through
    
    2.5:1.0Fiscal Quarter ending 6/30/2009Fiscal Quarter ending 9/30/2009 and thereafter
    
    3.0:1.0
 Indebtedness




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65       provided




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66    provided
    Liens
 provided




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67     provided
 provided




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68      provided
 Fundamental Changes
  provided




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69 provided
  Disposition of Property
        Restricted Payments Restricted Payments




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70  provided
  provided




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71   Capital Expenditures provided
 Investments Investments
     provided provided




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72 provided provided
 provided
    provided




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73  provided
   Optional Payments and Modifications of Certain Debt Instruments




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74  Transactions with Affiliates
 Sales and Leasebacks
 Hedge Agreements
 Changes in Fiscal Periods
 Negative Pledge Clauses
 Clauses Restricting Subsidiary Distributions




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75  Lines of Business
 Certain Amendments
 Accounting Changes
 Intellectual Property




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76 Hazardous Substances




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77    provided




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78




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79   provided




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80   Appointment
 Delegation of Duties




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81 Exculpatory Provisions
 Reliance by Agents
 Notice of Default




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82  Non-Reliance on Agents and Other Lenders
 Indemnification




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83  Agent in Its Individual Capacity
 Successor Administrative Agent
 Agents Generally




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84 The Lead Arranger
 Withholding Tax
  Amendments and Waivers provided however




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85  Notices
 The Borrower:
    
    CKX, Inc.650 Madison Avenue, 16th FloorNew York, New York 10022Attention: General CounselTelecopy: (212) 753-3188Telephone: (212) 407-9101with a copy to:
    
    Paul, Hastings, Janofsky & Walker LLP75 East 55th StreetNew York, New York 10022Attention: William Schwitter, Esq.Telecopy: (212) 230-7834Telephone: (212) 318-6400




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86 The Administrative Agent:
    
    Bear Stearns Corporate Lending Inc.383 Madison AvenueNew York, New York 10179Attention: Kevin CullenTelecopy: (212) 272-9184Telephone: (212) 272-5724with a copy to:
    
    Latham & Watkins LLP885 Third Avenue, Suite 1000New York, New York 10022Attention: Michele Penzer, Esq.Telecopy: (212) 751-4864Telephone: (212) 906-1245The Syndication Agents:
    
    UBS Loan Finance677 Washington Boulevard, 6th FloorSouth Stamford, Connecticut 06901Attention: Deborah PorterTelecopy: 203-719-3888Telephone: 203-719-6391The Bank of New YorkOne Wall Street, 16th FloorNew York, New York 10019Attention: Ellie MaiTelecopy: 212-635-8679Telephone: 212-635-8737The Documentation Agents:
    
    Lehman Brothers Loan Portfolio Group745 7th Avenue, 5th FloorNew York, New York 10019Attention: Craig J. MalloyTelecopy: 646-785-4617Telephone: 212-526-7150Credit SuisseOne Madison AvenueNew York, NY 10010Attention: Ed MarkowskiTelecopy: (212) 538-6851Telephone: (212) 538-3380
 provided




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87 provided provided
 No Waiver; Cumulative Remedies
 Survival of Representations and Warranties
 Payment of Expenses and Taxes Indemnitee




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88 Indemnified Liabilities provided
 Successors and Assigns; Participations and Assignments
 Assignee




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89




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90  Approved Fund
 CLO
  Register




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91  Participant provided provided
  provided




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92 provided
 Adjustments; Set-off Benefited
Lender
  Counterparts
 Severability




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93  Integration
 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.
 Submission To Jurisdiction; Waivers
      Acknowledgments




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94   Releases of Guarantees and Liens
  Confidentiality




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95 WAIVERS OF JURY TRIAL . THE BORROWER, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Delivery of Addenda
 USA PATRIOT Act  Patriot Act
 Remainder of this page intentionally left blank




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CKX, INC.By:
    
    /s/ Thomas P. BensonName: Thomas P. BensonTitle: Executive Vice President, Chief

Financial Office and Treasurer




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BEAR, STEARNS & CO. INC., as Exclusive
Advisor, Sole Lead Arranger and Sole BookrunnerBy:
    
    /s/ Keith C. BarnishName: Keith C. BarnishTitle: Senior Managing DirectorBEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent and as a LenderBy:
    
    /s/ Victor F. BulzacchelliName: Victor F. BulzacchelliTitle: Vice President




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THE BANK OF NEW YORK,
as Co-Syndication Agent and as a LenderBy:
    /s/ Mehrasa RayganiName:
    Mehrasa RayganiTitle:
    Vice President




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH
as Co-Documentation Agent and as a LenderBy:
    /s/ Doreen Barr   Mikhail FaybusovichName:
    Doreen Barr     Mikhail FaybusovichTitle:
    Vice President          Associate




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LEHMAN COMMERCIAL PAPER, INC.,
as Co-Documentation Agent and as a LenderBy:
    /s/ Craig MalloyName:
    Craig MalloyTitle:
    Authorized Signatory




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UBS SECURITIES LLC,
as Co-Syndication AgentBy:
    /s/ Daniel W. Ladd IIIName:
    Daniel W. Ladd IIITitle:
    Managing DirectorBy:
    /s/ Francisco Pinto-LeiteName:
    Francisco Pinto-LeiteTitle:
    Executive Director & Counsel

Region Americas LegalUBS LOAN FINANCE LLC,
as a LenderBy:Name:
    Richard L. TavrowTitle:
    DirectorBy:Name:
    Irja R. OtsaTitle:
    Associate Director




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UBS SECURITIES LLC,
as Co-Syndication AgentBy:Name:Title:By:Name:Title:UBS LOAN FINANCE LLC,
as a LenderBy:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    DirectorBy:Name:
    Irja R. OtsaTitle:
    Associate Director




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Annex A
  Applicable Margin for
    
    Applicable Margin for BasePricing Level
    
    Eurodollar Loans
    
    Rate LoansI
    
    
    150
    
    
    
    50II
    
    
    175
    
    
    
    75III
    
    
    200
    
    
    
    100IV
    
    
    225
    
    
    
    125
 Adjustment Date
  Pricing Level I
 Pricing Level II
 Pricing Level III
 Pricing Level IV




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SCHEDULE 4.1
 CONTINGENT LIABILITIES
  1




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SCHEDULE 4.4
 CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES
  2




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SCHEDULE 4.13
 ERISA
   3




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SCHEDULE 4.15
 SUBSIDIARIES
 Jurisdiction of
    
    % of each class of capital stockorganization or
    
    owned directly or indirectly by aSubsidiary
    
    formation
    
    loan partyEPE Holding Corporation
    
    Delaware
    
    Common Stock: 100% owned by CKX, Inc.Elvis Presley Enterprises, LLC
    
    Delaware
    
    Class A Membership Interests: 100% owned by
EPE Holding CorporationElvis Presley Enterprises, Inc.
    
    Tennessee
    
    Common Stock: 85% owned by EPE Holding
Corporation
Series A Preferred Shares: 100% owned by
EPE Holding CorporationElvis Presleys Memphis, LLC
    
    Tennessee
    
    Membership Interest: 85% owned indirectly
by EPE Holding CorporationElvis Anthology, LLC
    
    Tennessee
    
    Membership Interest: 85% owned indirectly
by EPE Holding CorporationMeadow Oaks Apartments, Inc.
    
    Tennessee
    
    Common Stock: 85% owned indirectly by EPE
Holding CorporationElvis Presleys Heartbreak
Hotel, LLC
    
    Tennessee
    
    Membership Interest: 85% owned indirectly
by EPE Holding CorporationVelvet Elvis, Inc.
    
    New York
    
    Common Stock: 85% owned indirectly by EPE
Holding CorporationErama Resolution Corp.
    
    Delaware
    
    Common Stock: 85% owned indirectly by EPE
Holding CorporationElvis Music, Inc.
    
    New York
    
    Common Stock: 63.75% owned indirectly by
EPE Holding CorporationWhite Haven Music, Inc.
    
    New York
    
    Common Stock: 63.75% owned indirectly by
EPE Holding CorporationCKX G.O.A.T. Holding Corp.
    
    Delaware
    
    Common Stock: 100% owned by CKX, Inc.G.O.A.T., Inc.
    
    Virginia
    
    Common Stock: 100% owned by CKX G.O.A.T.
Holding Corp.G.O.A.T., LLC
    
    
    
    Membership Interests: 80% owned indirectly
by CKX, Inc.Morra, Brezner, Steinberg &
Tenenbaum Entertainment, Inc.
    
    California
    
    Common Stock: 100% owned by CKX, Inc.
 4




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Jurisdiction of
    
    % of each class of capital stockorganization or
    
    owned directly or indirectly by aSubsidiary
    
    formation
    
    loan partyUncle Daves Boondoggle, Inc.
    
    California
    
    Common Stock: 100% owned by Morra, Brezner,
Steinberg & Tennenbaum Entertainment, Inc.Focus Enterprises, Inc.
    
    California
    
    Common Stock: 100% owned by CKX, Inc.StepTeco, Inc.
    
    California
    
    Common Stock: 100% owned by Focus
Enterprises, Inc.CKX UK Holdings Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by CKX, Inc.19 Entertainment Limited
    
    England & Wales
    
    100% Ordinary Shares and 100% Non-voting
Shares owned by CKX UK Holdings Limited19 Productions Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Touring Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Recordings Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Brands Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Merchandising Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Touring GmbH
    
    Germany
    
    Share Capital: 100% owned by 19
Entertainment LimitedShy Records Limited
    
    England & Wales
    
    Ordinary Shares: 75% owned by 19
Entertainment LimitedDouble Vision Film Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Productions Limited19 Artist Tours Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19 Touring
Limited19 Entertainment, Inc.
    
    New York
    
    Common Shares: 100% owned by 19
Entertainment Limited19 TV Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment LimitedS Club Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited
 5




---



##### 



Jurisdiction of
    
    % of each class of capital stockorganization or
    
    owned directly or indirectly by aSubsidiary
    
    formation
    
    loan party19 Management Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Loves Music Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment Limited19 Entertainment GmbH
    
    Germany
    
    Share Capital: 100% owned by 19
Entertainment LimitedBrilliant 19 Limited
    
    England & Wales
    
    Ordinary Shares: 75% owned by 19
Entertainment LimitedAnimal Beat Limited
    
    England & Wales
    
    Ordinary Shares: 66.66% owned by 19
Entertainment LimitedOn the Road Productions
    
    California
    
    Common Stock: 100% owned by 19
Entertainment, Inc.All Girl Productions
    
    California
    
    Common Stock: 100% owned by 19
Entertainment, Inc.19 Touring LLC
    
    California
    
    Membership Units: 100% owned by 19
Entertainment, Inc.Dance Nation Productions Inc.
    
    Delaware
    
    Common Shares: 100% owned by 19
Entertainment, Inc.Southside Productions Inc.
    
    Delaware
    
    Common Shares: 100% owned by 19
Entertainment, Inc.19 Recording Services, Inc.
    
    Delaware
    
    Common Shares: 100% owned by 19
Entertainment, Inc.19 Recordings, Inc.
    
    New York
    
    Common Shares: 100% owned by 19
Entertainment, Inc.J2K Productions, Inc.
    
    California
    
    Common Stock: 100% owned by 19
Entertainment, Inc.Native Management Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by 19
Entertainment LimitedNative Publishing Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by Native
Management Limited (wholly owned subsidiary
of 19 Entertainment Limited)
 6




---



##### 



Jurisdiction of
    
    % of each class of capital stockorganization or
    
    owned directly or indirectly by aSubsidiary
    
    formation
    
    loan partyNative Records Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by Native
Management Limited (wholly owned subsidiary
of 19 Entertainment Limited)Native Songs Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by Native
Management Limited (wholly owned subsidiary
of 19 Entertainment Limited)Native Music Limited
    
    England & Wales
    
    Ordinary Shares: 100% owned by Native
Management Limited (wholly owned subsidiary
of 19 Entertainment Limited)
 Outstanding Subscriptions, Options, Warrants, Calls, Rights or Other Agreements or Commitments
of any nature relating to any Capital Stock of the Borrower or any Subsidiary
 Subscriptions
 
    
    None
 Options
 
    
    At May 24, 2006, the Borrower had outstanding options to purchase an aggregate of
446,000 shares of its common stock.
 Warrants
 
    
    At May 24, 2006, the Borrower had outstanding warrants to purchase an aggregate of
4,551,597 shares of its common stock at an exercise price of $2.00 per share which expire
on February 7, 2007, and warrants to purchase an aggregate of 500,000 shares of its common
stock at an exercise price of $10.00 per share which expire on February 7, 2008.
 Calls/Redemption Rights
 
    
    Rights of the Borrower to require Simon Robert Fuller to sell at a per share price of
$24.72 (subject to adjustment) all the shares of common stock of the Borrower held by
Fuller during a 20 business day period in 2011 pursuant to that certain Lock-In and Put
and Call Option Deed Relating to the Common Stock of Sports Entertainment Enterprises,
Inc., dated 17 March 2005.
    
    During the period beginning August 7, 2012 and ending August 7, 2013, the Borrower
can, at its sole discretion, redeem the outstanding shares of its Series B Convertible
Preferred Stock, in whole or in part, for an aggregate price equal to the stated value
plus accrued but unpaid dividends through the date of redemption.
 Puts
 
    
    Rights of The Promenade Trust to require EPE Holding Corporation to purchase at the
fair market value thereof all or a portion of the Series B Preferred Shares and the Common
Shares of Elvis Presley Enterprises, Inc. that it owns, pursuant to that certain Shareholders
Agreement, dated as of February 7, 2005.
    
    Rights of The Promenade Trust to require EPE Holding Corporation to purchase at the
fair market value thereof all or a portion of the Series B membership interests of Elvis
Presley Enterprises, LLC that it owns, pursuant to that certain Amended and Restated
Operating Agreement of Elvis Presley Enterprises, LLC, dated as of February 7, 2005.
 7




---



##### 




    
    Rights of Simon Robert Fuller to require the Borrower to purchase at a per share
price of $13.18 (subject to adjustment) all the shares of common stock of the Borrower
held by Fuller during a 20 business day period in 2011 pursuant to that certain Lock-In
and Put and Call Option Deed Relating to the Common Stock of Sports Entertainment
Enterprises, Inc., dated 17 March 2005.
    
    Rights of the Muhammad Ali Family Trust and certain of its permitted transferees to
require CKX G.O.A.T. Holding Corp. and/or G.O.A.T., Inc. to purchase at the fair market
value thereof all of the membership interests of G.O.A.T., LLC that they own, pursuant to
that certain Operating Agreement of G.O.A.T., LLC, as amended by Schedule 6 to that
certain Agreement dated April 10, 2006 by and among G.O.A.T., Inc., The Muhammad Ali
Family Trust, Muhammad Ali and Yolanda Ali, CKX, Inc. and GOAT Acquisition, Inc.
 Rights
 
    
    None
 Other Agreements or Commitments
 
    
    The Promenade Trust has a right of first refusal, pursuant to that certain
Shareholders Agreement, dated as of February 7, 2005, with respect to certain transfers of
the Series A Preferred Shares of Elvis Presley Enterprises, Inc. owned by EPE Holding
Corporation, which it may exercise with respect to all or a portion of such shares.
    
    The Promenade Trust has pre-emptive rights with respect to future issuances of
membership interests in Elvis Presley Enterprises, LLC.
    
    The Promenade Trust has a right of first refusal, pursuant to that certain Amended
and Restated Operating Agreement of Elvis Presley Enterprises, LLC, dated as of February
7, 2005, with respect to certain transfers of the Series A membership interests of Elvis
Presley Enterprises, LLC owned by EPE Holding Corporation, which it may exercise with
respect to all or a portion of such shares.
 8




---



##### 



SCHEDULE 4.19
 FILING JURISDICTIONS
 Entity
    
    Filing OfficesCKX, Inc.
    
    Delaware SOSEPE Holding Corporation
    
    Delaware SOSCKX G.O.A.T. Holding Corp.
    
    Delaware SOSG.O.A.T., Inc.
    
    Virginia SOSMorra, Brezner, Steinberg & Tenenbaum Entertainment, Inc.
    
    California SOSUncle Daves Boondoggle, Inc.
    
    California SOSFocus Enterprises, Inc.
    
    California SOSStepTeco, Inc.
    
    California SOS19 Entertainment, Inc.
    
    New York SOSOn The Road Productions
    
    California SOSAll Girl Productions
    
    California SOS19 Touring LLC
    
    California SOSDance Nation Productions Inc.
    
    Delaware SOSSouthside Productions Inc.
    
    Delaware SOS19 Recording Services, Inc.
    
    Delaware SOS19 Recordings, Inc.
    
    New York SOSJ2K Productions, Inc.
    
    California SOS
  
 9




---



##### 



SCHEDULE 7.2(d)
 PERMITTED INDEBTEDNESS
      10




---



##### 



SCHEDULE 7.3(f)
 PERMITTED LIENS
           11




---



##### 



SCHEDULE 7.10
 AFFILIATE TRANSACTIONS
               12




---



##### 



13




---



##### 



EXHIBIT A
 FORM OF ADDENDUM
 Credit Agreement Borrower Lenders Lead Arranger Administrative Agent
    
 [NAME OF LENDER]By:Name:Title: Exhibit A-1




---



##### 



COMMITMENTS AND NOTICE ADDRESS
 1.
    
    Name of Lender:Notice Address:Attention:Telephone:Facsimile:2.
    
    Commitment:
 Exhibit A-2




---



##### 



EXHIBIT B
 FORM OF ASSIGNMENT AND ASSUMPTION
 Credit Agreement Borrower Lenders Lead Arranger Administrative Agent
  Assignor Assignee
 Assigned Interest
   Exhibit B-1




---



##### 



Effective Date
     Exhibit B-2




---



##### 



SCHEDULE 1
 TO ASSIGNMENT AND ASSUMPTION
 Name of Assignor:Name of Assignee:Effective Date of Assignment:
 Amount
of Loans and Letters of Credit Assigned
    
    Commitment Percentage Assigned1$
    
    ___.___%[Name of Assignee]
    
    [Name of Assignor]
 By:
    
    
    
    
    
    By:Title:
    
    
    
    
    
    Title:
 
 1
    
    Calculate the Commitment Percentage that is assigned to
at least 15 decimal places and show as a percentage of the aggregate
commitments of all Lenders. Exhibit B-3




---



##### 



Accepted:
    
    [Consented To:BEAR STEARNS CORPORATE LENDING 

INC., as Administrative Agent
    
    [CKX, INC.By:
    
    
    
    
    
    By:Title
    
    
    
    
    
    Title][BEAR STEARNS CORPORATE LENDING INC., as
Administrative AgentBy:Title]
 Exhibit B-4




---



##### 



EXHIBIT C
 FORM OF COMPLIANCE CERTIFICATE
 Credit Agreement Borrower Lenders Lead Arranger Administrative Agent
    Attachment 1 Financial Statements
 Attachment 2
  CKX, INC.By:Title: Exhibit C-1




---



##### 



EXHIBIT D-1
 EXECUTION
VERSION




---



##### 



Section 1. DEFINED TERMS
    
    
    11.1 Definitions
    
    
    11.2 Other Definitional Provisions
    
    
    5Section 2. GUARANTEE
    
    
    62.1 Guarantee
    
    
    62.2 Rights of Reimbursement, Contribution and Subrogation
    
    
    62.3 Amendments, etc. with respect to the Borrower Obligations
    
    
    82.4 Guarantee Absolute and Unconditional
    
    
    92.5 Reinstatement
    
    
    92.6 Payments
    
    
    10Section 3. GRANT OF SECURITY INTEREST
    
    
    10Section 4. REPRESENTATIONS AND WARRANTIES
    
    
    114.1 Representations in Credit Agreement
    
    
    114.2 Title; No Other Liens
    
    
    114.3 Perfected Liens
    
    
    124.4 Jurisdiction of Organization; Chief Executive Office
    
    
    134.5 Inventory and Equipment
    
    
    134.6 Farm Products
    
    
    134.7 Investment Property
    
    
    134.8 Receivables
    
    
    144.9 Contracts
    
    
    144.10 Vehicles
    
    
    15Section 5. COVENANTS
    
    
    155.1 Covenants in Credit Agreement
    
    
    155.2 Delivery and Control of Instruments, Certificated
Securities, Chattel
Paper, Negotiable Documents, Investment Property and
Letter of Credit Rights
    
    
    155.3 Payment of Obligations
    
    
    165.4 Maintenance of Perfected Security Interest; Further Documentation
    
    
    165.5 Changes in Locations, Name, etc
    
    
    175.6 Notices
    
    
    175.7 Investment Property
    
    
    175.8 Receivables
    
    
    195.9 Contracts
    
    
    195.10 Vehicles
    
    
    19Section 6. REMEDIAL PROVISIONS
    
    
    196.1 Certain Matters Relating to Receivables
    
    
    196.2 Communications with Obligors; Grantors Remain Liable
    
    
    206.3 Pledged Stock
    
    
    206.4 Proceeds to be Turned Over to Administrative Agent
    
    
    216.5 Application of Proceeds
    
    
    226.6 Code and Other Remedies
    
    
    22
 -i-




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##### 



6.7 Registration Rights
    
    
    236.8 Deficiency
    
    
    24Section 7. THE ADMINISTRATIVE AGENT
    
    
    247.1 Administrative Agents Appointment as Attorney-in-Fact, etc
    
    
    247.2 Duty of Administrative Agent
    
    
    257.3 Execution of Financing Statements
    
    
    267.4 Authority of Administrative Agent
    
    
    26Section 8. MISCELLANEOUS
    
    
    268.1 Amendments in Writing
    
    
    268.2 Notices
    
    
    268.3 No Waiver by Course of Conduct; Cumulative Remedies
    
    
    278.4 Enforcement Expenses
    
    
    278.5 Successors and Assigns
    
    
    278.6 Set-Off
    
    
    278.7 Counterparts
    
    
    288.8 Severability
    
    
    288.9 Section Headings
    
    
    288.10 Integration
    
    
    288.11 GOVERNING LAW
    
    
    288.12 Submission To Jurisdiction; Waivers
    
    
    288.13 Acknowledgements
    
    
    298.14 Additional Grantors
    
    
    298.15 Releases
    
    
    298.16 WAIVER OF JURY TRIAL
    
    
    30SCHEDULESSchedule 1 Investment PropertySchedule 2 Perfection Matters; Filing OfficesSchedule 3 Commercial Tort ClaimsSchedule 4 Jurisdictions of Organization and Chief Executive OfficesSchedule 5 Inventory and Equipment LocationsSchedule 6 Intellectual PropertySchedule 7 ContractsSchedule 8 VehiclesANNEXESAnnex I            Assumption AgreementAnnex II           Acknowledgement and Consent
 -ii-




---



##### 



Borrower Guarantors Administrative Agent Lenders Credit Agreement
         Definitions




---



##### 



Agreement
 Borrower Credit Agreement Obligations
 Borrower Hedge Agreement Obligations
 Borrower Obligations
 Collateral
 -2-




---



##### 



Collateral Account
 Copyrights Schedule 6
 Copyright Licenses Schedule
6
 Deposit Account
 Excluded Collateral
 Foreign Subsidiary Voting Stock
 Grantors
 Guarantor Obligations
 Intellectual Property
 -3-




---



##### 



Intercompany Note
 Investment Property
 Issuers
 New York UCC
 Obligations
 Patents Schedule 6 Schedule 6
 Patent Licenses Schedule 6
 Pledged Notes Schedule 1
 Pledged Stock Schedule 1 provided
 Proceeds
 -4-




---



##### 



Receivable
 Securities Act
 Trademarks Schedule 6
 Trademark License Schedule 6
 UETA
 Vehicles Schedule 8
 Other Definitional Provisions
    -5-




---



##### 



Guarantee
     Rights of Reimbursement, Contribution and Subrogation
 -6-




---



##### 



-7-




---



##### 



Amendments, etc. with respect to the Borrower Obligations
 -8-




---



##### 



Guarantee Absolute and Unconditional
 Reinstatement
 -9-




---



##### 



Payments
  Collateral
              Schedule 3
   -10-




---



##### 



provided however provided however PTO
   Representations in Credit Agreement
 Title; No Other Liens
 -11-




---



##### 



Perfected Liens Schedule 2 UETA
 Schedule 2
  -12-




---



##### 



Jurisdiction of Organization; Chief Executive Office Schedule 4 Schedule 4 Schedule 4
 Inventory and Equipment Schedule 5
  Schedule 5
 Farm Products
 Investment Property
  -13-




---



##### 



Schedule 1
   Receivables
   Contracts
 Schedule 7
 Schedule 7
  -14-




---



##### 



Schedule 7
 Vehicles Schedule 8
   Covenants in Credit Agreement
 Delivery and Control of Instruments, Certificated Securities, Chattel Paper,
Negotiable Documents, Investment Property and Letter of Credit Rights
   -15-




---



##### 



Payment of Obligations
 Maintenance of Perfected Security Interest; Further Documentation
 -16-




---



##### 



Changes in Locations, Name, etc. Schedule 5
   Schedule 5
 Notices
   Investment Property
 -17-




---



##### 



mutatis mutandis
 -18-




---



##### 



Receivables
  Contracts
   Vehicles
  Certain Matters Relating to Receivables
  -19-




---



##### 



Communications with Obligors; Grantors Remain Liable
   Pledged Stock provided however
 -20-




---



##### 



Proceeds to be Turned Over to Administrative Agent
 -21-




---



##### 



Application of Proceeds
 Code and Other Remedies
 -22-




---



##### 



Registration Rights
 
  -23-




---



##### 



Deficiency
  Administrative Agents Appointment as Attorney-in-Fact, etc.
      -24-




---



##### 



Duty of Administrative Agent
 -25-




---



##### 



Execution of Financing Statements
 Authority of Administrative Agent
  Amendments in Writing provided
 Notices
 -26-




---



##### 



provided
 No Waiver by Course of Conduct; Cumulative Remedies
 Enforcement Expenses
    Successors and Assigns provided
 Set-Off
 -27-




---



##### 



Counterparts
 Severability
 Section Headings
 Integration
 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 Submission To Jurisdiction; Waivers
  -28-




---



##### 



Acknowledgements
    Additional Grantors
 Releases
 -29-




---



##### 



provided
 WAIVER OF JURY TRIAL . EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF,
EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.
 -30-




---



##### 



CKX, INC.EPE HOLDING CORPORATIONBy:Name: Thomas P. BensonTitle: Executive Vice President, Chief FinancialOfficer and Treasurer




---



##### 



CKX UK HOLDINGS LIMITEDBy:Name: Thomas P. BensonTitle:




---



##### 



CKX G.O.A.T. HOLDING CORP.G.O.A.T., INC.FOCUS ENTERPRISES, INC.STEPTECO, INC.MORRA, BREZNER, STEINBERG &TENENBAUM ENTERTAINMENT, INC.UNCLE DAVES BOONDOGGLE, INC.By:Name: Thomas P. BensonTitle: Executive Vice President and Treasurer19 ENTERTAINMENT, INC.ON THE ROAD PRODUCTIONSALL GIRL PRODUCTIONS19 TOURING, LLCDANCE NATION PRODUCTIONS INC.SOUTHSIDE PRODUCTIONS INC.19 RECORDING SERVICES, INC.19 RECORDINGS, INC.J2K PRODUCTIONS, INCBy:Name: Thomas P. BensonTitle: Executive Vice President, Chief FinancialOfficer and TreasurerC/O CKX, Inc.650 Madison Avenue, 16th FloorNew York, New York 10022Attention: General CounselTelecopy: (212) 753-3188Telephone: (212) 407-9101




---



##### 



19 ENTERTAINMENT LIMITEDBy:Name: Thomas P. BensonTitle:19 TV LIMITEDBy:Name: Thomas P. BensonTitle:19 RECORDINGS LIMITEDBy:Name: Thomas P. BensonTitle:19 MERCHANDISING LIMITEDBy:Name: Thomas P. BensonTitle:19 MANAGEMENT LIMITEDBy:Name: Thomas P. BensonTitle:




---



##### 



S CLUB LIMITEDBy:Name: Thomas P. BensonTitle:19 LOVES MUSIC LIMITEDBy:Name: Thomas P. BensonTitle:19 PRODUCTIONS LIMITEDBy:Name: Thomas P. BensonTitle:19 TOURING LIMITEDBy:Name: Thomas P. BensonTitle:19 BRANDS LIMITEDBy:Name: Thomas P. BensonTitle:




---



##### 



19 ARTIST TOURS LIMITEDBy:Name: Thomas P. BensonTitle:




---



##### 



EXHIBIT D-2
 EXECUTION VERSION
 Dated 24 May, 2006
 CKX, INC.
(as Chargor)
 in favour of
 BEAR STEARNS CORPORATE LENDING INC.
(as Administrative Agent)
 
 Charge Over Shares
relating to
CKX UK HOLDINGS LIMITED
 
 L A T H A M & W A T K I N S
  www.lw.com




---



##### 



TABLE OF CONTENTS
 Page1. INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Interpretation
    
    
    31.3 Incorporation of Terms by Reference
    
    
    31.4 Use of Lists and Examples
    
    
    31.5 Whole Agreement
    
    
    31.6 Headings
    
    
    31.7 Counterparts
    
    
    41.8 Singular/Plural
    
    
    41.9 No Partnership
    
    
    41.10 Amount of Secured Obligations
    
    
    41.11 Security Enforceable
    
    
    41.12 Statutory References
    
    
    41.13 Deed
    
    
    42. PAYMENT OF THE SECURED OBLIGATIONS
    
    
    42.1 Covenant
    
    
    42.2 Interest
    
    
    53. CHARGING CLAUSE
    
    
    54. REPRESENTATIONS AND WARRANTIES
    
    
    55. GENERAL UNDERTAKINGS
    
    
    66. INFORMATION UNDERTAKINGS
    
    
    67. COVENANTS
    
    
    67.1 Undertakings Relating to Security Assets
    
    
    67.2 Voting Rights and Dividend Entitlement
    
    
    87.3 Default Powers
    
    
    87.4 Continuing Liabilities
    
    
    97.5 No Obligation
    
    
    97.6 Retention of Documents
    
    
    98. FURTHER ASSURANCE AND PERFECTION OF SECURITY
    
    
    98.1 Further Assurance
    
    
    98.2 Security in Jeopardy
    
    
    109. RECEIVER
    
    
    109.1 Appointment of Receiver
    
    
    109.2 Joint Receivers
    
    
    109.3 General Power of Receiver
    
    
    109.4 Specific Powers of Receiver
    
    
    119.5 Receiver as Agent
    
    
    11
 -i-




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##### 



TABLE OF CONTENTS
 Page9.6 Remuneration
    
    
    119.7 Removal
    
    
    129.8 Application of Proceeds
    
    
    1210. FINANCIAL COLLATERAL
    
    
    1211. COSTS AND EXPENSES
    
    
    1212. CONTINUATION AND PRESERVATION OF SECURITY
    
    
    1312. 1 Subsequent Liens
    
    
    1312.2 Waiver of Defences
    
    
    1312.3 Immediate Recourse
    
    
    1412.4 Non-competition
    
    
    1412.5 Security held by the Chargor
    
    
    1512.6 Continuing Security
    
    
    1512.7 Reinstatement
    
    
    1613. ENFORCEABILITY OF SECURITY
    
    
    1614. ENFORCEMENT OF SECURITY
    
    
    1614.1 General
    
    
    1614.2 Protection of Third Parties
    
    
    1614.3 Delegation
    
    
    1714.4 Suspense Accounts
    
    
    1714.5 Administrative Agents Power to Remedy Breaches
    
    
    1715. POWER OF ATTORNEY
    
    
    1815.1 Appointment
    
    
    1815.2 Ratification
    
    
    1816. INDEMNITIES
    
    
    1816.1 General
    
    
    1816.2 Taxes
    
    
    1817. WAIVERS AND REMEDIES
    
    
    1917.1 Waivers
    
    
    1917.2 Severability
    
    
    1918. REINSTATEMENT AND RELEASE
    
    
    1918.1 Reinstatement
    
    
    1918.2 Release
    
    
    1919. MISCELLANEOUS
    
    
    1919.1 Declaration of Trust
    
    
    1919.2 No Liability
    
    
    2019.3 Powers of Administrative Agent
    
    
    20
 -ii-




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##### 



TABLE OF CONTENTS
 Page19.4 Currency
    
    
    2019.5 Set Off
    
    
    2020. NOTICES
    
    
    2121. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
    
    
    2122. ASSIGNMENTS AND TRANSFERS
    
    
    2123. GOVERNING LAW AND JURISDICTION
    
    
    2223.1 Governing Law
    
    
    2223.2 Jurisdiction
    
    
    22SCHEDULE 1
    
    
    24The Shares
    
    
    24
 -iii-




---



##### 



THIS CHARGE
 BETWEEN
 (1)
    
    CKX, INC., a company formed in the State of Delaware, United States of America and whose
principal place of business is at 650 Madison Avenue, New York, New York 10022, United States
of America (the Chargor); and(2)
    
    BEAR STERNS CORPORATE LENDING INC., as administrative agent and trustee for itself and each
of the Secured Parties (as defined below) (the Administrative Agent).
 BACKGROUND
 (A)
    
    The Lenders have severally agreed to make certain loan facilities available to the Chargor
upon the terms and subject to the conditions set forth in the Credit Agreement.(B)
    
    Under Section 5.1 (a) of the Credit Agreement, the Chargor is required to execute this
Charge in favour of the Administrative Agent for the rateable benefit of the Secured Parties.
 NOW THIS DEED WITNESSES
 1.
    
    INTERPRETATION1.1
    
    DefinitionsSave as otherwise provided in this Charge,the following words and phrases have the following
meanings throughout this Charge:
 Act
    
    means the Law of Property Act 1925Active Person
    
    has the meaning set forth in Clause 4(b) hereofAdditional Interests
    
    has the meaning set forth in Clause 4(a) hereofCompany
    
    means CKX UK Holdings Limited (registered number
05389449)Credit Agreement
    
    means the $125,000,000 credit agreement dated on
or about the date of this Charge between (among
others) the Chargor as borrower, the financial
institutions and other persons named therein as
lenders, Bear, Steams & Co. Inc., as sole lead
arranger and the Administrative AgentDefault Rate
    
    means a rate of interest determined in accordance
with Clause 3.4(c) of the Credit AgreementGuaranty and
Collateral Agreement
    
    means the guaranty and collateral agreement dated
on or about the date of this Charge among the
Chargor, certain
 -1-




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of its subsidiaries and the Administrative AgentObligations
    
    has the meaning ascribed to it in the Guaranty and
Collateral AgreementReceiver
    
    means a receiver and/or a manager and/or
administrator however appointed under or in
connection with this ChargeRelated Rights
    
    means in relation to any Share:(a) all assets deriving from such Share (or any
other asset referred to in paragraph (b) below)
including all allotments, accretions, offers,
rights, dividends, distributions, interest,
income, benefits, powers, privileges, authorities,
remedies and advantages whatsoever at any time
accruing, offered or otherwise derived from or
incidental to such Share (or any other asset
referred to in paragraph (b) below); and(b) all stocks, shares, rights, money or property
accruing or offered at any time whether by way of
conversion, consolidation, redemption, bonus,
preference, exchange, purchase, subdivision,
substitution, option, interest or otherwise in
respect thereofSecured Obligations
    
    means the ObligationsSecured Parties
    
    means each of the Administrative Agent, the Lead
Arranger, the Documentation Agent, the Syndication
Agent, the Qualified Counterparties, the Issuing
Lender, the Swingline Lender and the LendersSecurity
    
    means the security created by (or purported to be
created by) this ChargeSecurity Assets
    
    means collectively the Shams and the Related RightsShares
    
    means all the shares specified in Schedule 1
together with all other stocks, shares,
debentures, debenture stock, bonds, warrants,
options, coupons or other securities and
investments of any kind (including rights to
subscribe for, convert into or otherwise acquire
the same) whether marketable or otherwise and all
other interests (including loan capital) now or in
the future owned by the Chargor from time to time
in the Company
 -2-




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1.2
    
    InterpretationAny reference in this Charge to (or to any specified provision of) this Charge, the
Credit Agreement, the Guaranty and Collateral Agreement or any other Loan Document or
to any other agreement or document shall, unless the context otherwise requires, be
construed as a reference to this Charge, the Credit Agreement, the Guaranty and Collateral
Agreement or such other Loan Document or such other agreement or document (or that
provision) as the same may from time to time be amended, varied, supplemented, restated,
reaffirmed, extended, novated or replaced (but excluding for this purpose any amendment,
variation, supplement, restatement, re-affirmation, extension, novation or replacement which
is contrary to any provision of any Loan Document). Each such reference shall further
include any document which is supplemental to, is expressed to be collateral with, or is
entered into pursuant to or in accordance with, and any certificate, instrument,
notification or document which is entered into or delivered in connection with or pursuant
to or in accordance with, the terms of this Charge, the Credit Agreement, the Guaranty and
Collateral Agreement or such other Loan Document or, as the case may be, such other
agreement or document.Any reference in this Charge to the Administrative Agent, any Lender or Secured Party
(or any other person referred to in the definition thereof) shall be construed so as to
include its and any subsequent successors, transferees and assigns in accordance with their
respective interests.1.3
    
    Incorporation of Terms by ReferenceUnless the context requires otherwise, words and expressions defined or construed in the
Credit Agreement, the Act or the Insolvency Act 1986 and which are not defined or construed
in this Charge shall bear the same meanings when used in this Charge.1.4
    
    Use of Lists and ExamplesIn construing this Charge general words introduced by the word other shall not be given a
restrictive meaning by reason of the fact that they are preceded by words indicating a
particular class of acts, matters or things and general words shall not be given a
restrictive meaning by reason of the fact that they are followed by particular examples
intended to be embraced by the general words.1.5
    
    Whole AgreementThis Charge supersedes any previous agreement, whether written or oral, express or implied,
between the Chargor and the Administrative Agent in relation to the subject matter of this
Charge.1.6
    
    HeadingsThe headings in this Charge are for convenience only and shall not affect its meaning and
references to a paragraph, Clause or Schedule are (unless otherwise stated) to a paragraph
or Clause of, or the Schedule to, this Charge.
 -3-




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1.7
    
    CounterpartsThis Charge may be signed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. Any party may enter into this Charge by signing any
such counterpart.1.8
    
    Singular/PluralSave where the context otherwise requires, the plural of any term includes the singular and
vice versa.1.9
    
    No PartnershipNothing in this Charge or envisaged hereby shall operate, whether directly or indirectly, to
constitute a partnership between the Chargor and any Secured Party or the Administrative
Agent.1.10
    
    Amount of Secured ObligationsA certificate of the Administrative Agent (as agent and trustee as aforesaid) as to the
amount of any Secured Obligations due at any time will, in the absence of manifest error, be
conclusive and binding on the Chargor.1.11
    
    Security EnforceableThe security constituted by, and the rights of the Administrative Agent and the Secured
Parties under, this Charge shall be enforceable notwithstanding any change in the
constitution of the Administrative Agent or any Secured Party or its absorption in or
amalgamation with any other person or the acquisition of all or part of its undertaking by
any other person.1.12
    
    Statutory ReferencesUnless the context otherwise requires, a reference to a statute or any provision thereof is
to be construed as a reference to that statute or such provision thereof as it may be
amended, modified, extended, consolidated, re-enacted or replaced from time to time and
shall also include all bye-laws, instruments, orders and regulations for the time being made
thereunder or otherwise deriving validity therefrom.1.13
    
    DeedThe parties intend that this document shall take effect as a deed.2.
    
    PAYMENT OF THE SECURED OBLIGATIONS2.1
    
    CovenantThe Chargor hereby unconditionally and irrevocably, as primary obligor and not merely as
surety, covenants with the Administrative Agent (as agent and trustee as aforesaid) that
 -4-




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it will on demand pay or discharge the Secured Obligations on the due date for payment therefor
in the manner provided in the relevant Loan Document.2.2
    
    InterestSave to the extent otherwise agreed, interest may be added by the Administrative Agent to
any amount which shall remain unpaid on the due date for payment therefor from such due date
until payment in full at the Default Rate applicable to the relevant outstanding Secured
Obligations under the Loan Documents.3.
    
    CHARGING CLAUSEThe Chargor with full title guarantee and as a continuing security for the payment,
performance and discharge of the Secured Obligations hereby:
 (a)
    
    mortgages and charges and agrees to mortgage and charge to the Administrative
Agent (as agent and trustee as aforesaid) for the benefit of the Secured Parties all of
the Shares held now or in the future by it and/or any nominee on its behalf, the same
to be a security by way of first equitable mortgage; and(b)
    
    mortgages, charges and assigns and agrees to mortgage, charge and assign to the
Administrative Agent (as agent and trustee as aforesaid) for the benefit of the Secured
Parties all Related Rights accruing to all or any of the Shares held now or in the
future by it and/or any nominee on its behalf, the same to be a security by way of
first equitable mortgage.
 4.
    
    REPRESENTATIONS AND WARRANTIESThe Chargor makes the representations and warranties set out in this Clause 4 to the
Administrative Agent on the date of this Charge and, in respect of the representations and
warranties set out in paragraph (a) below only, on each day that any Secured Obligations are
outstanding.
 (a)
    
    Ownership of Security Assets and Ranking
 (i)
    
    It is the registered holder and the unfettered legal and
beneficial owner of the Shares which it purports to charge pursuant to this
Charge;(ii)
    
    The Shares are all duly authorised, validly issued, fully paid
and are not subject to any Lien, option to purchase, pre-emption or similar
right other than the Security; and(iii)
    
    The Shares listed in Schedule 1 represent all of the shares of
the Company issued and outstanding as of the date of this Charge.
 (b)
    
    Ownership of Additional Interests
 -5-




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With the exception of the Shares, the Chargor has no other direct ownership interest
in any other shares or capital stock of any person that is organised or incorporated
in England and Wales (any such person, an Active Person and any such interests in
an Active Person, Additional Interests) which is not subject to a Lien created
pursuant to a Security Document in favour of the Administrative Agent for the
benefit of the Secured Parties.
 5. GENERAL UNDERTAKINGS
  (a)
    
    create, incur, assume or permit to subsist any Lien over all or any part of the
Security Assets (other than the Security) or any interest therein ranking in priority
to, pari passu with or after the Security, nor enter into any agreement to do any of
the same;(b)
    
    sell, transfer, assign, lease out, lend or otherwise dispose of (whether
outright, by a sale and repurchase, sale and leaseback arrangement or otherwise), or
grant any rights (whether of pre-emption or otherwise) over, all or any part of the
Security Assets or any interest therein, nor enter into any agreement to do any of the
same; or(c)
    
    do or cause or permit to be done anything which may materially depreciate,
jeopardise or otherwise materially prejudice the market value or collateral value of
any Security Asset or the rights of the Administrative Agent under this Charge.
 6. INFORMATION UNDERTAKINGS
 (a)
    
    Subject always to Clause 5, the Chargor shall promptly inform the
Administrative Agent of any material additions to or deletions from the Security Assets
and shall agree to any consequential amendments to Schedule 1 with the Administrative
Agent.(b)
    
    If the Chargor becomes aware of any action, event or circumstance which will,
or could reasonably be expected to, adversely affect in any material respect the value
or saleability of any of the Security Assets, it will promptly notify the
Administrative Agent in writing and provide details of the same.
 7. COVENANTS
 7.1 Undertakings Relating to Security Assets
  (a)
    
    deposit with the Administrative Agent (or as it shall direct) immediately upon
execution of this Charge (in relation to the Shares listed in Schedule 1), and
 -6-




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immediately upon receipt following its acquisition of any Security Assets and at any
other time upon the Administrative Agents request, all stock and share certificates
or other documents evidencing an entitlement to such Security Assets together with
stock transfer forms duly stamped and executed in blank and left undated in respect
of all such Shares on the basis that the Administrative Agent shall be able to hold
such documents of title and stock transfer forms until the Secured Obligations have
been irrevocably and unconditionally discharged in full and shall be entitled, at
any such time that it is permitted to do so in accordance with the terms of this
Charge, to complete (under its power of attorney given by Clause 15 below) the stock
transfer forms on behalf of the Chargor in favour of itself or such other person as
it shall select; provided that, in the event of any such transfer being effected,
neither the Administrative Agent nor any of its nominees shall be liable (other than
in the case of fraud, gross negligence or wilful misconduct on the part of the
Administrative Agent) for any loss occasioned by any exercise or non-exercise of
rights attached to such Security Assets or by any failure to report to the Chargor
any notice or other communication received in respect of such Security Assets;
 (b)
    
    immediately on conversion of any Shares from certificated to uncertificated
form, and on the creation or conversion of any other securities which are for the time
being comprised in the Related Rights in or into uncertificated form, comply with such
instructions or directions as the Administrative Agent may reasonably give in order to
protect, perfect or preserve the Security;(c)
    
    ensure that the Security Assets are at all times free from any restriction on
transfer by the Administrative Agent or its nominee to perfect or enforce the Security
and use all reasonable endeavours to procure that the board of directors of the Company
approves any transfer of any of the Security Assets desired to be made by the
Administrative Agent or its nominee in the exercise of the rights, powers and remedies
conferred upon it by this Charge or by law;(d)
    
    unless it is permitted to retain such Related Rights in accordance with the
terms of this Charge, upon the accrual, offer or issue of any Related Rights deriving
from the Shares, deliver to the Administrative Agent (or procure the delivery to the
Administrative Agent of) all such Related Rights and the certificates and documents of
title to or representing the same together with each of the documents required to be
duly executed, completed and delivered under and in accordance with the terms of this
Clause 7;(e)
    
    take all action within its power to procure, maintain in effect and comply with
all the terms and conditions of all approvals, authorisations, consents and
registrations necessary or appropriate to ensure and preserve the legal, valid, binding
and enforceable nature of the Security and its ranking in priority;(f)
    
    duly and promptly pay or procure the payment of all calls, instalments and
other payments when due in respect of any of the Shares, provided that if it defaults
in making any such payment, the Administrative Agent may (but shall not be
 -7-




---



##### 



obliged to) pay such amounts on behalf of it and shall be reimbursed by it
immediately on demand;
 (g)
    
    notify the Administrative Agent of the contents of any material communication
or document received by it in relation to any of the Shares and/or the Related Rights;(h)
    
    not, without the prior written consent of the Administrative Agent, by the
exercise of any voting rights or otherwise, permit or agree to any proposed compromise,
capital reorganisation, conversion, exchange or repayment offer affecting or in respect
of any of the Shares or to any variation of the rights attaching to or conferred by any
of the Shares or to any conversion of any of the Shares into an uncertificated
security; and(i)
    
    the Chargor shall make all such filings and registrations and take all such
other steps as may be necessary or desirable in connection with the creation,
perfection or protection of the Security and pay all application, registration, renewal
and other fees necessary for effecting, protecting, maintaining or renewing
registrations in respect of any of the Security Assets.
 7.2 Voting Rights and Dividend Entitlement
 (a)
    
    At any time when the Security is enforceable in accordance with the terms of
this Charge, all dividends and other distributions paid or payable in connection with
the Security Assets shall be paid directly to the Administrative Agent (or its nominee)
for application in or towards the payment or discharge of the Secured Obligations in
accordance with the terms of the Credit Agreement but before such time the Chargor
shall be entitled to receive and retain all such dividends and other distributions; and(b)
    
    Subject to Clause 7.3, unless the Security is enforceable in accordance with
the terms of this Charge, all voting rights attached to the Shares may be exercised by
the Chargor or, where the Shares have been registered in the name of the Administrative
Agent or its nominee, as the Chargor may direct in writing, and the Administrative
Agent or its nominee shall execute any form of proxy or other document reasonably
required in order for the Chargor to do so, provided that the Chargor may not exercise
voting rights inconsistent with the terms of this Charge or the Credit Agreement or in
any manner prejudicial to the interests of the Secured Parties under this Charge.
 7.3 Default Powers
  -8-




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7.4 Continuing Liabilities
  7.5 No Obligation
  7.6 Retention of Documents
  8. FURTHER ASSURANCE AND PERFECTION OF SECURITY
 8.1 Further Assurance
 (a)
    
    The Chargor shall, at its own expense, promptly following request by the
Administrative Agent execute and do all such acts, deeds and things (including, without
limitation, payment of all stamp duties and registration fees) the Administrative Agent
may reasonably require for:
 (i)
    
    perfecting or better perfecting or protecting the security
created (or intended to be created) by this Charge over any Security Asset
(including for the avoidance of doubt arranging for any Security Assets which
are in registered form to be registered in the name of the Administrative Agent
or a nominee of the Administrative Agent); and(ii)
    
    after the security constituted by this Charge has become
enforceable in accordance with the terms of this Charge, facilitating the
realisation of any Security Asset or the exercise of any right, power or
discretion exercisable by the Administrative Agent in respect of any Security
Asset, including, without limitation, the conversion of equitable security to
legal security, the execution of any transfer, conveyance, assignment or
assurance of any property, whether to the Administrative Agent or its nominees,

and the
 -9-




---



##### 



giving of any notice, order or direction and the making of any registration,
which in any case, the Administrative Agent may think necessary.
 (b)
    
    In the event that the Chargor acquires any Additional Interests, it shall
execute in favour of the Administrative Agent, or as the Administrative Agent may
otherwise direct, such assignments, transfers, mortgages, charges or other Liens as the
Administrative Agent shall stipulate (acting reasonably) over such Additional Interests
including, without limitation, a charge over shares and related rights on terms no more
onerous than this Charge.
 8.2 Security in Jeopardy
  9. RECEIVER
 9.1 Appointment of Receiver
  9.2 Joint Receivers
  9.3 General Power of Receiver
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##### 



(a)
    
    all the powers conferred from time to time on receivers (whether administrative
receivers or otherwise) by law and/or statute (including the Insolvency Act 1986) so
that the provisions set out in Schedule 1 to the Insolvency Act 1986 shall extend to
every Receiver, whether or not an administrative receiver;(b)
    
    power on behalf and at the cost of the Chargor and whether in the name of the
Chargor or otherwise to exercise all the powers and rights of an absolute owner and do
or omit to do anything which the Chargor could do or omit to do or could have done or
omitted to do but for any incapacity or the appointment of a liquidator, administrator
or like officer in relation to the Chargor or the Security Assets; and(c)
    
    power to use the name of the Chargor in connection with the exercise of any of
such powers and, without prejudice to the generality of the provisions of Clauses
9.3(a) and 9.3(b), on behalf and at the cost of, and in the name of the Chargor or
otherwise, the powers referred to in Clause 9.4.
 9.4 Specific Powers of Receiver
  (a)
    
    deal with such Shares for such consideration and generally on such terms and
conditions as he may think fit; and(b)
    
    sign any document, execute any deed and do all such other acts and things,
whether in the name of the Chargor or otherwise, in relation to, or as may be
considered by him to be incidental or conducive to, any of the matters or powers
aforesaid or to the protection and/or realisation of the security constituted or
intended to be constituted by this Charge.
 9.5 Receiver as Agent
  9.6 Remuneration
  -11-




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##### 



9.7 Removal
  9.8 Application of Proceeds
  (a)
    
    in the payment of any costs, charges and expenses of or incidental to the
Receivers appointment, the payment of his remuneration and the payment and discharge
of any other expenses incurred by or on behalf of the Receiver;(b)
    
    in or towards payment of any debts or claims which are by statute payable in
preference to the Secured Obligations but only to the extent to which such debts or
claims have such preference;(c)
    
    in or towards payment and discharge of the balance of the Secured Obligations
in accordance with the terms of or as contemplated by the Credit Agreement; and(d)
    
    in payment of the surplus (if any) to the Chargor or other person entitled
thereto.
 10. FINANCIAL COLLATERAL
 financial collateral Regulations
 11. COSTS AND EXPENSES
  -12-




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##### 



12. CONTINUATION AND PRESERVATION OF SECURITY
 12.1 Subsequent Liens
  (a)
    
    any Lien (other than the Security or a Lien permitted pursuant to the terms of
the Credit Agreement) affecting the Security Assets and/or the proceeds of sale
thereof; or(b)
    
    the occurrence of any event specified in Section 8(f) of the Credit Agreement,
  12.2 Waiver of Defences
  (a)
    
    the winding-up, dissolution, administration, re-organisation, amalgamation,
merger or reconstruction of the Chargor or any other person or any change in its
status, function, control or ownership; or(b)
    
    any time, indulgence, concession, waiver or consent granted to, or composition
with, the Chargor or any other person; or(c)
    
    the release of the Chargor or any other person under the terms of any
composition or arrangement with any creditor of the Chargor or any of its Affiliates;
or(d)
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal
or neglect to perfect, take-up or enforce, any rights against, or security over, the
 -13-




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assets of the Chargor or any other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to
release or to realise the full value of any security; or(e)
    
    any legal limitation, disability, incapacity or lack of power, authority or
legal personality of or dissolution or change in the members or status of, or other
circumstance relating to, the Chargor or any other person; or(f)
    
    any variation (however fundamental and whether or not involving any increase in
the liability of the Chargor or any other Loan Party thereunder) or replacement of any
Loan Document or any other document or security; or(g)
    
    any unenforceability, illegality, invalidity or frustration of any obligation
of the Chargor or any other person under any Loan Document or any other document or
security, or any failure of the Chargor or any other Loan Party to become bound by the
terms of any other Loan Document, in each case whether through any want of power or
authority or otherwise; or(h)
    
    any postponement, discharge, reduction, non-provability or similar
circumstances affecting any obligation of the Chargor or any other Loan Party under a
Loan Document resulting from any insolvency, liquidation or dissolution proceedings or
from any law, regulation or order,so that the Chargors obligations under this Charge remain in full force and effect
and that this Charge shall be construed accordingly as if there were no such
circumstance, act, omission, matter or thing.
 12.3 Immediate Recourse
  12.4 Non-competition
  (a)
    
    be subrogated to any rights, security or moneys held, received or receivable by
the Administrative Agent or any other Secured Party or be entitled to any right of
contribution or indemnity; or
 -14-




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(b)
    
    as regards any such payment or moneys, claim, rank, prove or vote as a creditor
of any Loan Party or its estate in competition with the Administrative Agent or any
other Secured Party; or(c)
    
    receive, claim or have the benefit of any payment, distribution or security
from or on account of any Loan Party, or exercise any right of set-off in relation to
that payment or moneys against any Loan Party.
  12.5 Security held by the Chargor
  12.6 Continuing Security
  -15-




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##### 



12.7
    
    Reinstatement
 (a)
    
    Where any discharge (whether in respect of the obligations of the Chargor or
any security for those obligations or otherwise) is made in whole or in part or any
arrangement is made on the faith of any payment, security or other disposition which is
avoided or must be restored on insolvency, liquidation or otherwise, the liability of
the Chargor under this Charge shall continue as if the discharge or arrangement had not
occurred.(b)
    
    The Administrative Agent or any other Secured Party may concede or compromise
any claim that any payment, security or other disposition is liable to avoidance or
restoration.
 13.
    
    ENFORCEABILITY OF SECURITY
 (a)
    
    The Security and the power of sale and other powers conferred by Section 101 of
the Act, as varied or amended by this Charge, shall be enforceable and exercisable upon
and at any time after the occurrence of an Event of Default which is continuing and
which has not been remedied or waived in accordance with the Credit Agreement.(b)
    
    If the Security is enforceable, the Administrative Agent may in its absolute
discretion, but subject to the provisions of the Credit Agreement and this Charge,
enforce all or any part of the Security in any manner it sees fit.(c)
    
    If the Security is enforceable, the Administrative Agent shall, subject to the
provisions of the Credit Agreement, be entitled to appropriate moneys and/or assets to
discharge any outstanding Secured Obligations in such manner or order as it sees fit.
 14.
    
    ENFORCEMENT OF SECURITY14.1
    
    GeneralFor the purposes of all rights and powers implied or granted by statute, the Secured
Obligations are deemed to have become due and payable on the date of this Charge and the
restriction on the consolidation of mortgages and on power of sale imposed by Sections 93
and 103 of the Act do not apply to the Security.14.2
    
    Protection of Third PartiesNo person (including a purchaser) dealing with the Administrative Agent or any of its agents
or nominees will be concerned to enquire:
 (a)
    
    whether the Secured Obligations have become payable; or(b)
    
    whether any power which the Administrative Agent is purporting to exercise has
become exercisable; or
 -16-




---



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(c)
    
    whether any money remains due under the Loan Documents; or(d)
    
    how any money paid to the Administrative Agent is to be applied.
 In the absence of bad faith on the part of such purchaser or other person, such dealings
shall be deemed, so far as regards the safety and protection of such purchaser or other
person, to be within the powers conferred by this Charge and to be valid accordingly. The
remedy of the Chargor in respect of any impropriety or irregularity in the exercise of such
power shall be in damages only.14.3
    
    DelegationThe Administrative Agent may at any time delegate by power of attorney or in any other
manner to any person or persons any of the powers (including the power of attorney contained
in Clause 15), authorities and discretions which are for the time being exercisable by the
Administrative Agent under this Charge in relation to the Security Assets. Any such
delegation may be made upon such terms (including power to sub-delegate) and subject to such
regulations as the Administrative Agent may think fit. The Administrative Agent shall not
be in any way liable or responsible to the Chargor (other than in the case of fraud, gross
negligence or wilful misconduct on the part of the Administrative Agent) for any loss or
damage arising from any act, default, omission or misconduct on the part of any such
delegate or sub-delegate.14.4
    
    Suspense AccountsThe Administrative Agent may at any time and from time to time place and keep (for such time
as it shall consider prudent) any monies received, recovered or realised from the Chargor or
in relation to any Security Assets of the Chargor in a separate interest-bearing suspense
account (to the credit of either the Chargor or the Administrative Agent as the
Administrative Agent shall think fit) without any intermediate obligation on its part to
apply the same or any part thereof in or towards the discharge of the Secured Obligations
provided that if such monies are at any time sufficient to discharge the Secured Obligations
in full, they shall be promptly so applied.14.5
    
    Administrative Agents Power to Remedy BreachesIf at any time the Chargor fails to perform any of the covenants contained in this Charge it
shall be lawful for the Administrative Agent, but the Administrative Agent shall have no
such obligation, to take such action on behalf of the Chargor (including, without
limitation, the payment of money) as may in the Administrative Agents opinion (acting
reasonably) be required to ensure that such covenants are performed. Any losses, costs,
charges and expenses incurred by the Administrative Agent in taking such action shall be
reimbursed by the Chargor immediately on written demand.
 -17-




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15.
    
    POWER OF ATTORNEY15.1
    
    AppointmentThe Chargor, by way of security, hereby irrevocably appoints the Administrative Agent to be
its attorney (with full power of substitution and delegation) to take any action which it is
obliged to take under this Charge following the occurrence of an Event of Default which is
continuing and generally in its name and on its behalf to exercise all or any of the powers,
authorities and discretions conferred by this Charge or by statute on the Administrative
Agent, and (without limiting the foregoing) to seal, deliver (using the company seal where
appropriate) and otherwise perfect and do any deed, assurance, agreement, instrument, act or
thing which it may deem proper for the purpose of exercising such powers, authorities and
discretions.15.2
    
    RatificationThe Chargor covenants with the Administrative Agent that, on request, it will ratify and
confirm all security agreements, documents and acts and all transactions properly entered
into by the Administrative Agent (or by the Chargor at the instance of the Administrative
Agent) in the exercise or purported exercise of its powers set out in Clause 15.1 above and
the Chargor irrevocably acknowledges and agrees that the power of attorney contained in this
Clause 15 is given to secure the proprietary interest of, and the performance of obligations
owed to, the respective donees within the meaning of the Powers of Attorney Act 1971.16.
    
    INDEMNITIES16.1
    
    GeneralThe Chargor hereby unconditionally and irrevocably agrees as primary obligor and not merely
as surety to indemnify and hold harmless the Administrative Agent (and its nominees) and
each other Secured Party from time to time on demand against all losses, actions, claims,
expenses, demands or liabilities whether in contract, tort, pursuant to breach of statute or
otherwise now or hereafter incurred by it or any of them or by any of their respective
managers, agents, officers or employees occasioned by any breach by the Chargor of any of
its covenants or other obligations under this Charge or otherwise arising out of or in
connection with the Security Assets or the Security.16.2
    
    TaxesThe Chargor agrees to indemnify the Administrative Agent and each other Secured Party on
demand against all present or future stamp or other documentary taxes or duties and any
penalties or interest with respect thereto (other than any penalties or interest with
respect thereto not caused by the action or inaction of the Chargor) which may be imposed by
any competent authority in connection with the execution or enforcement of this Charge,
repayment and discharge of the Secured Obligations or in consequence of any payment made
pursuant to this Charge being impeached or declared void for any reason whatsoever.
 -18-




---



##### 



17.
    
    WAIVERS AND REMEDIES17.1
    
    WaiversNo failure or delay by any Secured Party (or by Administrative Agent on their behalf) in
exercising any right or remedy shall operate as a waiver thereof, nor shall any single or
any partial exercise or waiver of any right or remedy preclude its further exercise or the
exercise of any other right or remedy as though no waiver had been made and no relaxation or
indulgence granted. The rights and remedies provided in this Charge are cumulative and not
exclusive of any rights or remedies provided by law.17.2
    
    SeverabilityIf any provision of this Charge shall be prohibited, illegal, invalid or unenforceable under
applicable law, it shall be ineffective only to such extent and in the relevant
jurisdiction, without invalidating or otherwise detrimentally affecting the remainder of
this Charge.18.
    
    REINSTATEMENT AND RELEASE18.1
    
    ReinstatementAny settlement or discharge under this Charge between the Chargor and the Administrative
Agent or the Secured Parties (or any of them) shall be conditional upon no security or
payment to the Administrative Agent or the Secured Parties (or any of them) by any Loan
Party or the Chargor or any other person on behalf of any Loan Party or, as the case may be,
the Chargor being avoided or set aside or ordered to be refunded or reduced by or pursuant
to any applicable law or regulation and, if such condition is not satisfied, the
Administrative Agent and/or the Secured Parties shall be entitled to recover from the
Chargor on demand the value of any such security or the amount of any such payment as if
such settlement or discharge had not occurred.18.2
    
    ReleaseOnce all the Secured Obligations have been paid in full and neither the Administrative Agent
nor any other Secured Party has any contingent liability to advance further monies to, or
incur liability on behalf of, the Chargor or any other Loan Party, the Administrative Agent
and each other Secured Party shall, at the request and cost of the Chargor, take any action
which may be necessary to release, discharge and reassign the Security Assets from the
Security.19.
    
    MISCELLANEOUS19.1
    
    Declaration of TrustThe Administrative Agent hereby declares (and the Chargor hereby acknowledges) that the
covenants of the Chargor contained in this Charge and the security and other rights, titles
and interests constituted by this Charge and the Security Assets and all other moneys,
property and assets paid to the Administrative Agent or held by the
 -19-




---



##### 



Administrative Agent pursuant to or in connection with this Charge are held by the
Administrative Agent as a trustee for and on behalf of the Secured Parties on the basis of
the duties, obligations and responsibilities set out in the Credit Agreement and the
Administrative Agent shall have no implied duties, obligations or responsibilities
(including, without limitation, but only to the extent permitted by law, any duties,
obligations or responsibilities provided for pursuant to the terms of the Trustee Act 2000
or otherwise). The perpetuity period for the trusts constituted by this Charge shall be 80
years.19.2
    
    No LiabilityIn the execution or purported execution of the trusts and powers conferred on it under this
Charge, the Administrative Agent shall not have any liability for any loss or damage arising
by reason of any mistake or omission made in good faith or of any other act or omission,
matter or thing whatever except for breach of trust arising from fraud, gross negligence or
wilful misconduct on the part of the Administrative Agent. Without prejudice to the
foregoing, if the Administrative Agent enters into possession of the Security Assets, it
will not be liable to account as mortgagee in possession and may at any time at its
discretion go out of such possession.19.3
    
    Powers of Administrative AgentThe powers, trusts, authorities and discretion conferred upon the Administrative Agent by
this Charge shall be in addition to any which may from time to time be vested in it as
trustee by any applicable law.19.4
    
    CurrencyAny amount received or recovered by the Administrative Agent (as agent and trustee as
aforesaid) in respect of any sum expressed to be due to it from the Chargor under this
Charge in a currency other than the currency (the contractual currency) in which such sum
is so expressed to be due (whether as a result of, or the enforcement of, any judgement or
order of a court or tribunal of any jurisdiction, the winding-up of the Chargor or
otherwise) shall only constitute a discharge to the Chargor to the extent of the amount of
the contractual currency that the Administrative Agent is able, in accordance with its usual
practice, to purchase with the amount of the currency so received or recovered on the date
of receipt or recovery (or, if later, the first date on which such purchase is practicable).
If the amount of the contractual currency so purchased is less than the amount of the
contractual currency so expressed to be due the Chargor shall indemnify the Administrative
Agent against any loss sustained by it as a result, including the cost of making any such
purchase.19.5
    
    Set Off
 (a)
    
    Any Secured Party may at any time after an Event of Default has occurred which
is continuing (without giving notice to the Chargor):
 -20-




---



##### 



(i)
    
    set off or otherwise apply sums standing to the credit of the
Chargors accounts with that Secured Party (irrespective of the terms
applicable to those accounts and whether or not those sums are then due for
repayment to that Secured Party); and(ii)
    
    set off any other obligations (whether or not then due for
performance) owed by that Secured Party to the Chargor, in each case against
any liability of the Chargor to the relevant Secured Party under the Loan
Documents.
 (b)
    
    A Secured Party may exercise its rights under Clause 19.5(a) notwithstanding
that the amounts concerned may be expressed in different currencies and each Secured
Party is authorised to effect any necessary conversions at a market rate of exchange
selected by it.(c)
    
    If the relevant obligation or liability is unliquidated or unascertained, the
Secured Party may set off the amount which it estimates (in good faith) will be the
final amount of that obligation or liability once it becomes liquidated or ascertained.
 20.
    
    NOTICESAny demand, notice or other communication or document to be made on or delivered to the
Chargor under this Charge or in respect of the Secured Obligations shall be made or
delivered in accordance with the terms of the Credit Agreement.21.
    
    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
 (a)
    
    Except as expressly provided in this Charge, the parties do not intend that any
term of this Charge shall be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 or otherwise by any person who is not a party.(b)
    
    The parties may rescind, vary, waive, restore, assign, novate or otherwise
dispose of all or any of their respective rights or obligations under this Charge
without the consent of any person who is not a party.
 22.
    
    ASSIGNMENTS AND TRANSFERS
 (a)
    
    The Chargor shall not be entitled to assign or transfer all or any of its
rights or obligations under this Charge.(b)
    
    The Administrative Agent may at any time assign or otherwise transfer all or
any part of its rights under this Charge in accordance with the Loan Documents and the
Chargor authorises the Administrative Agent to execute on its behalf any document
required to effect the necessary transfer of rights and obligations.
 -21-




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##### 



23.
    
    GOVERNING LAW AND JURISDICTION23.1
    
    Governing LawThis Charge and the rights and obligations of the parties to this Charge are governed by and
to be construed in accordance with English law.23.2
    
    Jurisdiction
 (a)
    
    The Chargor agrees for the benefit of the Administrative Agent that the courts
of England shall have jurisdiction to hear and determine, any suit, action or
proceeding, and to settle any dispute, which may arise out of or in connection with
this Charge and, for such purposes, irrevocably submits to the jurisdiction of such
courts.(b)
    
    The Chargor irrevocably waives any objection which it might now or hereafter
have to the courts referred to in Clause 23.2(a) being nominated as the forum to hear
and determine any suit, action or proceeding, and to settle any dispute, which may
arise out of or in connection with this Charge and agrees not to claim that any such
court is not a convenient or appropriate forum at its registered office from time to
time.(c)
    
    The Chargor agrees that the process by which any suit, action or proceeding is
begun may be served on it by being delivered to the Company at its registered office
from time to time. If the appointment of such person ceases to be effective in respect
of the Chargor, the Chargor shall immediately appoint a further person in England to
accept service of process on its behalf in England and, failing such appointment within
15 days, the Administrative Agent shall be entitled to appoint such a person by notice
to the Chargor. Nothing contained in this Charge shall affect the right to serve
process in any other manner permitted by law.(d)
    
    The submission to the jurisdiction of the courts referred to in Clause 23.2(a)
shall not (and shall not be construed so as to) limit the right of the Administrative
Agent to take proceedings against the Chargor in any other court of competent
jurisdiction nor shall the taking of proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether concurrently or
not.(e)
    

    The Chargor hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Charge to the giving of any relief
or the issue of any process in connection with such action or proceeding including,
without limitation, the making, enforcement or execution against any property
whatsoever of the Chargor (irrespective of its use or intended use) of any order or
judgment which may be made or given in such action or proceeding.
 IN WITNESS
 -22-




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##### 



-23-




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##### 



SCHEDULE 1
 The Shares
  Name of Company
    
    Number of Shares
    
    ClassCKX UK Holdings Limited
(registered number 05389449)
    
    
    100
    
    
    Ordinary shares of £0.01 each
 -24-




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##### 



SIGNATORIES
 THE CHARGOR
 EXECUTED DEED  DELIVERED CKX, INC.
 Address:
    
    650 Madison Avenue 16th FloorNew York, New York 10022United States of AmericaFax: 
Attention:
    
    001 212 753 3188
General Counselwith a copy to Paul, Hastings, Janofsky & Walker LLP:Address:
    
    75 East 55th StreetNew York, New York 10022United States of AmericaFax:
    
    001 212 230 7834Attention:
    
    William Schwitter, Esq.




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##### 



EXHIBIT E




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##### 



EXHIBIT F
 FORM OF PREPAYMENT OPTION NOTICE
     Administrative Agent Credit Agreement Borrower Lenders Arranger
 (A)
    
    Total Tranche B] [C] Term Loan 
Prepayment Amount(B)
    
    Portion of Tranche B] [C] Term Loan 
Prepayment
Amount to be received by you(C)
    
    Prepayment Date (10 Business Days after 
the date
of this Prepayment Option Notice)
 IF YOU DO NOT WISH TO RECEIVE ALL OF THE TRANCHE B] [C] TERM LOAN PREPAYMENT AMOUNT TO BE
ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE INDICATED IN PARAGRAPH B) ABOVE   no later than [10:00] .m., New York City time
 Exhibit F-1




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##### 



IF YOU DO NOT RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF THE TRANCHE [B] [C] TERM LOAN PREPAYMENT
ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE.
 BEAR STEARNS CORPORATE LENDING INC., 
as Administrative AgentBy:Name:Title:as LenderBy:Name:Title: Percentage of Tranche [B][C]Prepayment AmountDeclined: ___%
 Exhibit F-2




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##### 



EXHIBIT G
 FORM OF EXEMPTION CERTIFICATE
 Credit Agreement Borrower Lenders Lead Arranger Administrative Agent  Non-U.S. Lender
 I.
    
    The Non-U.S. Lender is the sole record and beneficial owner of
the Loans, Letters of Credit and Commitments or the obligations evidenced by
Note(s) in respect of which it is providing this certificate.II.
    
    The Non-U.S. Lender is not a bank for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
Code). In this regard, the Non-U.S. Lender further represents and
warrants that:
 (a)
    
    the Non-U.S. Lender is not subject to
regulatory or other legal requirements as a bank in any jurisdiction;
and(b)
    
    the Non-U.S. Lender has not been treated as a
bank for purposes of any tax, securities law or other filing or
submission made to any Governmental Authority, any application made to
a rating agency or qualification for any exemption from tax, securities
law or other legal requirements.
 III.
    
    The Non-U.S. Lender is not a 10-percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code.IV.
    
    The Non-U.S. Lender is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.
 Exhibit G-1




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##### 



IN WITNESS WHEREOF, the undersigned has duly executed this
certificate.
 [NAME OF NON-U.S. LENDER]By:Name:Title: 
 Exhibit G-2




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##### 



EXHIBIT H-1
 FORM OF REVOLVING NOTE
  $
    
    New York, New YorkMay 24, 2006
 Borrower  Lender
 prima facie
 Credit Agreement
 Exhibit H-1-1




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##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
 CKX, Inc.By:Name:Title: Exhibit H-1-2




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##### 



Schedule A to Revolving Credit Note
 LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
 Amount of BaseAmount of
    
    Rate LoansAmount
    
    Principal of Base
    
    Converted to
    
    Unpaid PrincipalAmount of Base
    
    Converted to
    
    Rate Loans
    
    Eurodollar
    
    Balance of Base
    
    Notation MadeDate
    
    Rate Loans
    
    Base Rate Loans
    
    Repaid
    
    Loans
    
    Rate Loans
    
    By
 Exhibit H-1-3




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##### 



Schedule B to Revolving Credit Note
 LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
 Amount ofInterest Period
    
    
    
    Eurodollar
    
    UnpaidAmount
    
    and Eurodollar
    
    Amount of
    
    Loans
    
    PrincipalAmount of
    
    Converted to
    
    Rate with
    
    Principal of
    
    Converted to
    
    Balance ofEurodollar
    
    Eurodollar
    
    Respect
    
    Eurodollar
    
    Base Rate
    
    Eurodollar
    
    NotationDate
    
    Loans
    
    Loans
    
    Thereto
    
    Loans Repaid
    
    Loans
    
    Loans
    
    Made By
 Exhibit H-1-4




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##### 



EXHIBIT H-2
 FORM OF SWINGLINE NOTE
  $
    
    New York, New YorkMay 24, 2006
 Borrower Swingline Lender
 prima facie
 Credit Agreement
 Exhibit H-2-1




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##### 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT.
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.
 CKX, Inc.By:Name:Title: Exhibit H-2-2




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##### 



Schedule A to Swingline Note
 LOANS AND REPAYMENTS OF SWINGLINE LOANS
 Amount of
    
    Amount of Principal of
    
    Unpaid Principal Balance
    
    NotationDate
    
    Swingline Loans
    
    Swingline Loans Repaid
    
    of Swingline Loans
    
    Made By




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##### 



EXHIBIT I
 FORM OF CLOSING CERTIFICATE
 Credit Agreement Borrower Lenders Arranger Syndication Agent Administrative Agent Company
  
      Annex 1




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##### 



Annex 2
 Annex 3
  Name
    
    Office
    
    Date
    
    Signature
  Name:
    
    Name:Title:
    
    Title:




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---



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EXHIBIT
J-1
 
 May 24, 2006
    
    32705.00016
 
  Borrower Credit Agreement Lenders Syndication Agent Documentation Agent Administrative Agent EPE GOAT Holding 19T 19RS Dance Nation Southside Delaware Subsidiaries Focus StepTeco MBSTE Uncle Daves OTR All
Girl J2K California Subsidiaries 19E 19R New York Subsidiaries Borrower Subsidiaries Credit Party Credit
Parties Annex A Loan Party Loan Parties




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##### 



(i)
    
    the Credit Agreement;(ii)
    
    each Revolving Note and the Swingline Note of even date herewith
(collectively, the Notes) by the Borrower in favor of the applicable
Lenders;(iii)
    
    that certain Guarantee and Collateral Agreement, dated as of May 24, 2006
(the Security Agreement), made by the Borrower and the guarantors signatory
thereto in favor of the Administrative Agent;(iv)
    
    those Account Control Agreements (the Deposit Account Control
Agreements) listed on Annex B hereto;(v)
    
    unfiled copies of Uniform Commercial Code financing statements (the
Delaware Financing Statements) naming the Borrower and the Delaware
Subsidiaries as debtors and the Administrative Agent as secured party to be filed in
the office of the Secretary of State of the State of Delaware (the Delaware
Filing Office);(vi)
    
    unfiled copies of Uniform Commercial Code financing statements (the New
York Financing Statements) naming the New York Subsidiaries as debtors and the
Administrative Agent as secured party to be filed in the office of the Secretary of
State of the State of New York (the New York Filing Office);(vii)
    
    unfiled copies of Uniform Commercial Code financing statements (the
California Financing Statement) naming the California Subsidiaries as
debtors and the Administrative Agent as secured party to be filed in the office of the
Secretary of State of the State of California (the California Filing
Office);(viii)
    
    the certificate of incorporation of the Borrower, certified as of May 8, 2006 by the
Secretary of State of the State of Delaware, and the bylaws of the Borrower as
certified by the Secretary of the Borrower as of the date hereof (collectively, the
Borrower Charter Documents);(ix)
    
    a certificate of the Secretary of State of the State of Delaware as to the
incorporation and good standing of the Borrower under the laws of the




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##### 



State of Delaware as of May 8, 2006 (the Borrower Good Standing
Certificate);(x)
    
    the certificates of incorporation or formation, as the case may be, of each
of the Delaware Subsidiaries, certified as of May 8, 2006 by the Secretary of State of
the State of Delaware, and the bylaws or operating agreement, as the case may be, of
each of such Delaware Subsidiaries, certified by the Secretary of the applicable
Delaware Subsidiary as of the date hereof (collectively, the Delaware Subsidiary
Charter Documents);(xi)
    
    certificates of the Secretary of State of the State of Delaware as to the
incorporation or formation, as applicable, and good standing of each of the Delaware
Subsidiaries under the laws of the State of Delaware as of May 8, 2006 (the
Delaware Subsidiary Good Standing Certificates);(xii)
    
    the certificates of incorporation of each of the New York Subsidiaries,
certified as of May 8, 2006 by the Secretary of State of the State of New York, and
the bylaws of each of such New York Subsidiaries, certified by the Secretary of the
applicable New York Subsidiary as of the date hereof (collectively, the New York
Subsidiary Charter Documents);(xiii)
    
    certificates of the Secretary of State of the State of New York as to the
incorporation and good standing of each of the New York Subsidiaries under the laws of
the State of New York as of May 8, 2006 (the New York Subsidiary Good Standing
Certificates);(xiv)
    
    the certificates of incorporation of each of the California Subsidiaries,
certified as of May 9, 2006, May 16, 2006 and May 18, 2006, as the case may be, by the
Secretary of State of the State of California, and the bylaws of each of such
California Subsidiaries, certified by the Secretary of the applicable California
Subsidiary as of the date hereof (collectively, the California Subsidiary Charter
Documents and, together with the Delaware Subsidiary Charter Documents and the
New York Subsidiary Charter Documents, the Subsidiary Charter Documents and,
together with the Borrower Charter Documents, the Charter Documents);(xv)
    
    certificates of the Secretary of State of the State of California as to the
incorporation and good standing of each of the California Subsidiaries under the laws
of the State of California as of May 9, 2006, May 16, 2006 and May 18, 2006, as the
case may be (the California Subsidiary Good Standing Certificates and,
together with the Delaware Subsidiary Good




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##### 



Standing Certificates and the New York Subsidiary Good Standing Certificates, the
Subsidiary Good Standing Certificates and, together with the Borrower
Good Standing Certificate, the Good Standing Certificates);(xvi)
    
    resolutions adopted by the board of directors of the Borrower on May 11,
2006, certified by the Secretary of the Borrower, relating to the execution and
delivery of, and the performance by the Borrower of its obligations under, the Loan
Documents (as defined below) to which it is a party;(xvii)
    
    resolutions adopted by the board of directors or the sole member, as applicable, of
each of the Borrower Subsidiaries as of May 22, 2006, certified by the Secretary of
each of the Borrower Subsidiaries, relating to the execution and delivery of, and the
performance by the Borrower Subsidiaries of their respective obligations under, the
Loan Documents to which they are a party;(xviii)
    
    the note and the certificates representing shares pledged by certain of the Credit
Parties pursuant to the Security Agreement (such note being listed on Annex C
attached hereto and referred to as the Pledged Note and such shares being
listed on Annex D attached hereto and referred to as Pledged
Shares);(xix)
    
    certificates of officers and other representatives of each of the Credit
Parties certifying the incumbency, authority and true signatures of the officers of
each of the Credit Parties authorized to sign the Loan Documents to which such Credit
Party is a party and the certificates and other documents and instruments being
delivered by such Credit Party pursuant thereto and certifying as to other factual
matters; and(xx)
    
    the agreements identified to us by the Credit Parties as material to such
Credit Parties and listed in Annex E hereto (the Reviewed
Documents).
 Loan Document Loan
Documents. Security Document Financing Statements Collateral




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---



##### 








---



##### 



New York UCC Article 9 Collateral




---



##### 



Delaware UCC
  California UCC




---



##### 



Excluded
Laws e.g. e.g. e.g.




---



##### 








---



##### 








---



##### 



Relevant
UCC




---



##### 



Relevant Jurisdiction




---



##### 



e.g.




---



##### 








---



##### 



ANNEX A  OTHER LOAN PARTIES




---



##### 



ANNEX B  DEPOSIT ACCOUNT CONTROL AGREEMENTS
 Bank or
    
    AccountOwner
    
    Intermediary
    
    NumbersCKX, Inc.
    
    CitibankCitibankCitibankCKX, Inc.
    
    Bank of New YorkEPE Holding Corporation
    
    CitibankCKX UK Holdings Limited
    
    Citibank19 Entertainment, Inc.
    
    City National BankDance Nations Productions Inc.
SYTUCD Dance Nation Productions Inc. account
    
    City National BankSYTUCD-2 Dance Nation Productions Inc. account
    
    City National BankFocus Enterprises, Inc.
    
    City National BankMorra, Brezner, Steinberg & Tenenbaum Entertainment, Inc.
    
    City National BankG.O.A.T., Inc.
    
    LaSalle Bank




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##### 



ANNEX C  PLEDGED NOTE
 Principal
    
    Date of
    
    InterestHolder
    
    Amount
    
    Issuance
    
    Rate
    
    Maturity Date19 Entertainment Limited
    
    $
    20,000,000
    
    
    March 13, 2006
    
    
    6.0
    %
    
    March 13, 2009




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##### 



ANNEX D  PLEDGED SHARES
 Current Legal
    
    
    
    CertificateEntities Owned
    
    Record Owner
    
    No.
    
    No. Shares/InterestCKX UK Holdings Limited
    
    CKX, Inc.
    
    4
    
    100 Ordinary Shares19 Entertainment Limited
    
    CKX UK Holdings Limited
    
    
    
    14,166 Ordinary Shares
2,500 Non-voting Shares19 Productions Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Touring Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Management Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Loves Music Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary SharesS Club Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Recordings Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Brands Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 TV Limited
    
    19 Entertainment Limited
    
    
    
    100 Ordinary Shares19 Merchandising Limited
    
    19 Entertainment Limited
    
    
    
    1 Ordinary ShareDouble Vision Limited
    
    19 Productions Limited
    
    
    
    100 Ordinary Shares19 Artist Tours Limited
    
    19 Touring Limited
    
    
    
    100 Ordinary Shares19 Entertainment, Inc.
    
    19 Entertainment Limited
    
    
    
    100 common sharesOn The Road Productions
    
    19 Entertainment, Inc.
    
    1
    
    1,000 shares common stockJ2K Productions, Inc.
    
    19 Entertainment, Inc.
    
    1
    
    1,000 shares common stockAll Girl Productions
    
    19 Entertainment, Inc.
    
    1
    
    1,000 shares common stock19 Touring LLC
    
    19 Entertainment, Inc.
    
    1
    
    100 membership units19 Recordings, Inc.
    
    19 Entertainment, Inc.
    
    1
    
    1,000 common shares19 Recording Services, Inc.
    
    19 Entertainment, Inc.
    
    1
    
    1,000 common sharesDance Nation Productions Inc.
    
    19 Entertainment, Inc.
    
    1
    
    1,000 common sharesSouthside Productions Inc.
    
    19 Entertainment, Inc.
    
    1
    
    1,000 common sharesFocus Enterprises, Inc.
    
    CKX, Inc.
    
    24
    
    75 shares common stockStepTeco, Inc.
    
    Focus Enterprises, Inc.
    
    5
    
    2,500 shares common stockMorra, Brezner, Steinberg &
Tenenbaum Entertainment, Inc.
    
    CKX, Inc.
    
    17
    
    360 shares common stockUncle Daves Boondoggle, Inc.
    
    Morra, Brezner, Steinberg
& Tenenbaum
Entertainment, Inc.
    
    4
    
    1,500 shares common stockEPE Holding Corporation
    
    CKX, Inc.
    
    1
    
    2,000 shares of common stockElvis Presley Enterprises, Inc.
    
    EPE Holding Corporation
    
    A-2 
6
    
    850 series A preferred shares and
850 shares of common stockElvis Presley Enterprises, LLC
    
    EPE Holding Corporation
    
    A-1
    
    100% of Class A Membership InterestsCKX G.O.A.T. Holding Corp.
    
    CKX, Inc.
    
    1
    
    2000 shares common stockG.O.A.T., Inc.
    
    CKX G.O.A.T. Holding Corp.
    
    5
    
    2000 shares common stock




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##### 



ANNEX E  REVIEWED AGREEMENTS
 Company/Grantor
    
    ContractCKX, Inc.
    
    Registration Rights Agreement, dated February 7, 2005 between CKX, Inc.
and The Promenade TrustCKX, Inc.
    
    Registration Rights Agreement, dated February 7, 2005 between CKX, Inc.
and The Huff Alternative 
Fund, L.P.CKX, Inc.
    
    The sublease for space at 650 Madison Avenue dated as of February 7, 2005.CKX, Inc.
    
    Registration Rights Agreement, dated March 17, 2005, by and among CKX,
Inc., Simon Robert Fuller and Fuller Nominees LimitedCKX, Inc.
    
    Letter Agreement, dated June 6, 2005 among CKX, Inc., The Huff
Alternative Fund, L.P. and The Huff Alternative Parallel Fund, L.P.CKX, Inc.
    
    Agreement for the sale and purchase of the entire issued share capital of
19 Entertainment Limited, dated March 17, 2005 among Simon Robert Fuller,
Fuller Nominees LTD, Ingenious Ventures LTD, CKX, Inc. and CKX UK
Holdings LimitedCKX, Inc.
    
    Employment Agreements between CKX, Inc. and each of Robert F.X.
Sillerman, Mitchell J. Slater, Howard J. Tytel, Thomas P. Benson and
Michael G. FerrelCKX, Inc.
    
    Confidentiality, Non-Competition, Non-Solicitation, and Non-Recruitment
Agreement, dated as of March 17, 2005 by and between Simon Robert Fuller,
CKX, Inc. and CKX UK Holdings LimitedCKX, Inc.
    
    Revolving Credit Facility Commitment Letter, dated June 2, 2005, among
CKX, Inc., Bear, Stearns & Co. Inc., Bear Stearns Corporate Lending Inc.,
Credit Suisse, Lehman Commercial Paper Inc. and The Bank of New YorkCKX, Inc.
EPE Holding Corporation
    
    The Shareholders Agreement, among The Promenade Trust, EPE Holding
Corporation and CKX, Inc.EPE Holding Corporation
    
    Amended and Restated Operating Agreement of Elvis Presley Enterprises,
LLC, dated as of February 7, 2005CKX, Inc.
Morra, Brezner, Steinberg
& Tenenbaum
Entertainment, Inc.
Focus Enterprises, Inc.
StepTeco, Inc.
    
    Agreement and Plan of Merger, dated as of July 22, 2005, by and among
CKX, Inc., MBST Acquisition Corp. and Focus Acquisition Corp. and
Lawrence Brezner, David Steinberg and Stephen Tenenbaum, The Lawrence
Brezner Living Trust, The Steinberg/Thayer Living Trust, and The
Tenenbaum Living Trust and Morra, Brezner, Steinberg & Tenenbaum
Entertainment, Inc., Focus Enterprises, Inc. and StepTeco, Inc.CKX G.O.A.T. Holding Corp.
G.O.A.T., Inc.
    
    Agreement dated April 10, 2006 by and among G.O.A.T., Inc., The Muhammad
Ali Family Trust, Muhammad Ali and Yolanda Ali, CKX, Inc. and GOAT
Acquisition, Inc.




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Schedule 1
 
 
 th
 th
 th
 th th




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EXHIBIT
J-2
 
 Our ref: IWJ/KXGYour ref:Direct line: +44 (0)20 7919 1700ian.jack@bakernet.com
  To:
    
    Bear Stearns Corporate Lending Inc.
383 Madison Avenue
New York, New York 10179
United States of America
in its capacity as Administrative Agent (as defined
in the Credit Agreement referred to below)
 To:
    
    The parties listed in the Schedule hereto and to
the Agents and Lenders who are party to the Credit
Agreement from time to time
  US$125,000,000 REVOLVING CREDIT AGREEMENT
 1.
    
    INTRODUCTIONIn our capacity as English solicitors to CKX, Inc. and others, we have been asked to give an
opinion in connection with (among other documents) the credit agreement (the Credit
Agreement) dated 24 May 2006 and made between CKX, Inc. as borrower (the Borrower), the
several banks and other financial institutions or entities from time to time parties to the
Credit Agreement as lenders, Bear Stearns & Co. Inc. as sole lead arranger and Bear Stearns
Corporate Lending Inc., as Administrative Agent. This opinion is being given pursuant to
Section 5.1(i)(ii) of the Credit Agreement.We have received instructions solely from CKX, Inc. in connection with this opinion.2.
    
    TERMINOLOGYIn this opinion:2.1
    
    Documents means the English Law Documents and the Foreign Law Documents;2.2
    
    English Law Documents means the following documents, each dated 24 May 2006:
 (a)
    
    the UK Charge Over Shares; and(b)
    
    the UK Debenture;
 2.3
    
    English Obligor means each of CKX UK Holdings Limited, 19 Entertainment Limited, 19
Merchandising Limited, 19 Recordings Limited, 19 TV Limited,




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19 Management Limited, 19 Productions Limited, 19 Touring Limited, 19 Brands Limited, 19 Loves
Music Limited, S Club Limited and 19 Artist Tours Limited;2.4
    
    Foreign Law Documents means the following documents, each dated 24 May 2006:
 (a)
    
    the Guarantee and Collateral Agreement;(b)
    
    the US Trademark Security Agreement entered into between 19 Entertainment
Limited, S Club Limited and the Administrative Agent (the US Trademark Security
Agreement); and(c)
    
    the US Copyright Security Agreement entered into between, amongst other, 19
Entertainment Limited, 19 TV Limited, 19 Management Limited, 19 Recordings Limited, S
Club Limited and the Administrative Agent (the US Copyright Security Agreement);
 2.5
    
    Obligors means the English Obligors and the Borrower.Terms defined in the Credit Agreement shall, unless otherwise defined in this opinion, have
the same meanings when used in this opinion.3.
    
    DOCUMENTSFor the purpose of giving this opinion we have examined the following documents:3.1
    
    a copy of each of the English Law Documents;3.2
    
    a copy of each of the Foreign Law Documents;3.3
    
    a copy of the memorandum of association and articles of association of each of the English
Obligors, certified as being true and correct copies as at 24 May 2006 by a director of the
relevant English Obligor;3.4
    
    copies of the minutes of a meeting of the board of directors of each of CKX UK Holdings
Limited, 19 Merchandising Limited, 19 Recordings Limited and 19 TV Limited each held on 11 May
2006, copies of the minutes of a meeting of the board of directors of each of 19 Entertainment
Limited, 19 Management Limited, 19 Productions Limited, 19 Touring Limited, 19 Brands Limited,
19 Loves Music Limited and S Club Limited each held on 18 May 2006, and copy of the minutes of
a meeting of the board of directors of 19 Artist Tours Limited held on 24 May 2006, signed by
the chairman of each meeting, recording resolutions approving the execution of (among other
things) the Documents to which such English Obligor is a party, certified as being true and
correct copies as at 24 May 2006 by a director of the relevant English Obligor;
 2




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3.5
    
    copies of:
 (a)
    
    written resolution dated 11 May 2006 signed by the sole shareholder of CKX UK
Holdings Limited passed pursuant to regulation 59 of the articles of association of CKX
UK Holdings Limited;(b)
    
    written resolution dated 11 May 2006 signed by the sole shareholder of 19
Entertainment Limited passed pursuant to regulation 16.5 of the articles of association
of 19 Entertainment Limited;(c)
    
    written resolution dated 11 May 2006 signed by the sole shareholder of 19
Merchandising Limited passed pursuant to regulation 12 of the articles of association
of 19 Merchandising Limited;(d)
    
    written resolution dated 11 May 2006 signed by the sole shareholder of 19
Recordings Limited passed pursuant to regulation 12 of the articles of association of
19 Recordings Limited;(e)
    
    written resolution dated 11 May 2006 signed by the sole shareholder of 19 TV
Limited passed pursuant to regulation 9(i) of the articles of association of 19 TV
Limited;(f)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19
Management Limited passed pursuant to regulation 53 of Table A incorporated by virtue
of regulation 1 of the articles of association of 19 Management Limited;(g)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19
Productions Limited passed pursuant to regulation 12 of the articles of association of
19 Productions Limited;(h)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19
Touring Limited passed pursuant to regulation 53 of Table A incorporated by virtue of
regulation 1 of the articles of association of 19 Touring Limited;(i)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19
Brands Limited passed pursuant to regulation 53 of Table A incorporated by virtue of
regulation 1 of the articles of association of 19 Brands Limited;(j)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19 Loves Music
Limited passed pursuant to regulation 53 of Table A incorporated by virtue of
regulation 1 of the articles of association of 19 Loves Music Limited;(k)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of S Club
Limited passed pursuant to regulation 12 of the articles of association of S Club
Limited; and(l)
    
    written resolution dated 18 May 2006 signed by the sole shareholder of 19
Artist Tours Limited passed pursuant to regulation 53 of Table A incorporated by virtue
 3




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of regulation 1 of the articles of association of 19 Artist Tours Limited in each
case approving (amongst other things) the execution of the Documents to which it is
a party, and special written resolution dated 11 May 2006 signed by the sole(m)
    
    special written resolution dated 11 May 2006 signed by the sole shareholder of
Native Management Limited pursuant to regulation 6(a) of the articles of association of
Native Management Limited approving an amendment to such articles of association to
remove restrictions on the enforcement of security over its shares;(n)
    
    special written resolution dated 18 May 2006 signed by the sole shareholder of
Double Vision Film Limited pursuant to regulation 53 of Table A incorporated by virtue
of regulation 1 of the articles of association of Double Vision Film Limited approving
an amendment to such articles of association to remove restrictions on the enforcement
of security over its shares; and(o)
    
    special written resolution dated 18 May 2006 signed by the sole shareholder of
19 Artist Tours Limited pursuant to regulation 53 of Table A incorporated by virtue of
regulation 1 of the articles of association of 19 Artist Tours Limited approving an
amendment to such articles of association to remove restrictions on the enforcement of
security over its shares,in respect of all the resolutions listed under paragraphs (a) to (o) above,
certified as being true and correct copies on 24 May 2006 by a director of the
relevant English Obligor;
 3.6
    
    the results of our agents searches on 27 April 2006, 9 May 2006 and 16 May 2006 of the
public records of each of the English Obligors on file and available for inspection by the
public at the Companies Registry as updated on 24 May 2006; and3.7
    
    the results of our telephone searches on 24 May 2006 at or about 11 a.m. with the Central
Index of Winding-Up and Administration Petitions in respect of winding-up or similar petitions
in respect of each English Obligor.Except as stated above and in paragraph 6.1 below, we have not examined any other documents,
and have not made any other enquiries, concerning the Obligors.4.
    
    ASSUMPTIONSFor the purpose of this opinion we have assumed (without making any investigation) that:4.1
    
    all documents submitted to us as originals are authentic and complete;4.2
    
    all documents submitted to us in electronic form or as photocopies or facsimile transmitted
copies or other copies of originals conform to the originals and all such originals are
authentic and complete;4.3
    
    all signatures and seals on any documents submitted to us are genuine;
 4




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4.4
    
    there have been no amendments to the memorandum of association or the articles of association
of any English Obligor in the form examined by us (other than by virtue of the shareholder
resolutions referred to in paragraphs 3.5(m), (n) and (o) above);4.5
    
    the resolutions of the directors of each English Obligor referred to in paragraph 3.4 above
were duly passed at a properly convened board meeting of duly appointed directors of the
relevant English Obligor at which a quorum was present throughout and have not been amended or
rescinded and are in full force and effect and no director of any English Obligor acted in
breach of his fiduciary duty in voting on the resolutions;4.6
    
    each director of the English Obligors has disclosed any interest which he or she may have in
the transactions contemplated by the Documents in accordance with the provisions of the
Companies Act 1985 (the Act) and the articles of association of the relevant English Obligor
and none of the directors of the English Obligors has any interest in such transactions except
to the extent permitted by the articles of association of the relevant English Obligor;4.7
    
    each Document executed by an English Obligor has been executed by the persons authorised to
execute the same by the resolutions of the board of directors of the relevant English Obligor
referred to in paragraph 3.4 above and each Document executed by an English Obligor has been
duly delivered by or on behalf of that English Obligor;4.8
    
    the resolutions of the shareholders of each English Obligor referred to in paragraph 3.5
above were duly executed by all of the shareholders of the relevant English Obligor, and in
each case have not been amended or rescinded and are in full force and effect;4.9
    
    the Documents entered into by each English Obligor were entered into in good faith and for
the purpose of carrying on the business of the relevant English Obligor and at the time that
the Documents were entered into:
 (a)
    
    there were reasonable grounds for believing that the transactions to which the
Documents relate would benefit each English Obligor and the execution and delivery by
each English Obligor of the Documents to which it is a party, and the exercise of its
rights and performance of its obligations thereunder, would materially benefit the
relevant English Obligor; and(b)
    
    each English Obligor is fully solvent (meaning that it is able to pay its debts
as they fall due and the value of its assets is greater than the amount of its
liabilities (taking into account its contingent and prospective liabilities)) and will
not cease to be fully solvent as a result of entering into or performing its
obligations under the Documents to which it is party;
 4.10
    
    save where any such event has been disclosed by the searches referred to in paragraphs 3.6
and 3.7 above, no English Obligor has passed a voluntary winding-up resolution, no petition
has been presented or order made by a court for the winding-up or dissolution of any English
Obligor, no application has been presented or order made by a court for the administration of
any English Obligor, no documents have been filed with any court for the appointment of an
administrator in respect of any English Obligor nor has any notice
 5




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of intention to appoint an administrator been given in respect of any English Obligor and no
receiver, trustee, administrator, administrative receiver or similar officer has been
appointed in relation to any English Obligor or any of its assets or revenues and the
information disclosed in the company searches and other searches referred to in this opinion
was correct and complete and remains correct and complete as at the date of this opinion
(none of the foregoing was revealed by the searches referred to in paragraphs 3.6 and 3.7,
although please note the limitations regarding these searches set out in paragraph 6.1);4.11
    
    all parties (other than the English Obligors) had the capacity, power and authority to enter
into the Documents to which they are expressed to be a party, each Document was duly
authorised, executed and delivered by such parties and the obligations of all parties to the
Documents under any applicable law other than English law and of all parties to the Documents
(other than the English Obligors) under English law are valid, legally binding and
enforceable;4.12
    
    without limiting paragraph 4.11 above, each Foreign Law Document creates valid, legally
binding and enforceable obligations under the laws of the State of New York by which it is
expressed to be governed and creates a valid and duly perfected security interest under such
laws which has a substantially similar effect as a charge would have under English law and
which subsists for the benefit of the Lenders;4.13
    
    there has been no event or procedure
described in paragraph 4.10 above, or
analogous event or procedure, in
respect of the Borrower or any other
party to the Documents which is not an
English company;4.14
    
    the choice of:
 (a)
    
    English law to govern the English Law Documents; and(b)
    
    the laws of the State of New York to govern the Foreign Law Documents,was freely made in good faith by the parties thereto and there is no reason for
avoiding such choice on the grounds of public policy;
 4.15
    
    none of the parties is or will be seeking to achieve any purpose not apparent from the
Documents which might render any of the Documents illegal or void;4.16
    
    the Facility will not be used for the purpose of financing or refinancing an acquisition of shares in contravention of section 151 of the Act;4.17
    
    there is nothing in any document referred to in the Credit Agreement (other than the
Documents themselves or any other document referred to in paragraph 3 above) which would have
any implications for the opinions we express; and4.18
    
    there are no provisions of the laws of any jurisdiction outside England which would have any
implication for the opinions we express and, insofar as the laws of any jurisdiction outside
England may be relevant, such laws have been or will be complied with.
 6




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We have made such examination of the laws of England as currently applied by English courts
as in our judgment is necessary for the purpose of this opinion. We do not purport to be
qualified to express an opinion, and we do not express any opinion, as to the laws of any
jurisdiction other than England. We do not express any opinion on European Community law as
it affects any jurisdiction other than England. The opinions given herein are strictly
limited to the matters stated in paragraph 5 below and do not extend to any other matters.This opinion is governed by and shall be construed in accordance with English law.5.
    
    OPINIONSBased upon and subject to
the assumptions and
qualifications set out in
this opinion and subject to
any matters not disclosed to
us, we are of the opinion
that:5.1
    
    each English Obligor is a company duly incorporated under the laws of England as a private limited
liability company and, so far as is discoverable from the results of our searches referred to
in paragraphs 3.6 and 3.7 above, is not in liquidation;5.2
    
    each English Obligor has corporate power and capacity to enter into, deliver and perform its
obligations under each of the Documents to which it is a party and has taken all necessary
corporate action to authorise the execution and delivery of, and the performance by it of its
obligations under, each such Document;5.3
    
    each of the Documents has been duly executed and delivered by each English Obligor which is
expressed to be a party to it;5.4
    
    the execution and delivery by each Obligor of each Document to which it is expressed to be a
party and the performance by it of its obligations under each such Document will not
contravene any provisions of English law applicable to companies generally or (in the case of
each English Obligor only) its memorandum of association or its articles of association;5.5
    
    no authorisation, approval, consent, licence, exemption, filing or registration (save as
expressly referred to elsewhere in this opinion) is required from or with any governmental,
judicial or public body or authority in England in connection with the execution and delivery
by any Obligor of the Documents to which it is a party or the performance by any Obligor of
its obligations under each such Document;5.6
    
    the obligations of each Obligor contained in the English Law Documents to which it is a party
constitute valid, legally binding and enforceable obligations of each such Obligor;5.7
    
    the UK Charge over Shares and the UK Debenture create a valid security interest over the
assets and property which are expressed therein to be subject to a security interest to the
extent that they are situated in England and Wales provided that:
 7




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(a)
    
    all filings and registrations mentioned in paragraph 5.9 and 5.10 below are
duly made within the time limits allowed for making them; and(b)
    
    all necessary notices to be served on third parties as required pursuant
thereto are signed and duly served on the relevant third parties before receipt of
actual or constructive notice of any third party claim and all share certificates and
stock transfer forms relating to the Securities which are the subject of security
pursuant thereto are duly delivered to the Administrative Agent;
 5.8
    
    no stamp duty, registration tax or similar documentary tax or charge is required to be paid
in England in respect of the execution and delivery of the Documents save that a fee of £13 is
required to be paid on submission of each of the UK Charge over Shares, the US Copyright
Security Agreement, the US Trademark Security Agreement, the Guarantee and Collateral
Agreement and the UK Debenture to the Companies Registry as referred to in paragraphs 5.9 and
5.10 below;5.9
    
    it is not necessary to file, register or record the Documents in any public office in England
in order to ensure the legality, validity, enforceability or admissibility in evidence before
the English courts of the Documents save that the security interests created by the UK
Debenture, the US Copyright Security Agreement, US Trademark Security Agreement and Guarantee
and Collateral Agreement will (insofar as they require registration under section 396 of the
Act) be void against a liquidator, administrator or creditor of the relevant English Obligor
unless the original of that Document and prescribed particulars of it are delivered (together
with the fee referred to in paragraph 5.8 above) to the Registrar of Companies for
registration within 21 days after the creation of the relevant security interest and provided
that all necessary filings must be made in accordance with paragraph 6.20 below;5.10
    
    as regards the UK Charge Over Shares, if the Borrower has, at the time of creation of
security thereunder, an established place of business in England and Wales, the security
interests created thereby will, insofar as registration is required under sections 409 and 396
of the Act and such interests relate to assets in England and Wales, be void against a
liquidator, administrator or creditor of the Borrower unless prescribed particulars of it are
delivered, together with the fee referred to in paragraph 5.8 above, to the Registrar of
Companies within 21 days after creation of the relevant security interest;5.11
    
    the choice by the English Obligors of the laws of the State of New York to govern the Foreign
Law Documents to which they are party is a valid choice of laws and, in the event that an
action were brought in England on the Foreign Law Documents and an English court accepted
jurisdiction in any such action, such court would apply the State of New York laws as the law
of the contract subject to proof of such laws provided that:
 (a)
    
    the State of New York law would not be applied to the extent that it conflicts
with English public policy or mandatory rules of law; and(b)
    
    English law as to matters of evidence and procedure would apply in any such
action;
 8




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5.12
    
    the submission of each English Obligor, pursuant to the Foreign Law Documents, to the
jurisdiction of the courts of the State of New York is valid and legally binding on each such
English Obligor.5.13
    
    a judgment in relation to a Foreign Law Document obtained against any of the Obligors from a
court of competent jurisdiction in the State of New York will not be recognised by the courts of
England and Wales but an action may be commenced in the English courts for an amount due under a judgment given by those courts if
that judgment:
 (a)
    
    is for a debt or definite sum of money; and(b)
    
    is final and conclusive; and(c)
    
    is not of a penalty or revenue nature,and such judgment will be deemed by the English courts to be conclusive in England
as between the parties as to any issue upon which it adjudicates unless the judgment
can be impeached by showing that:
 (i)
    
    the court in question did not, in the circumstances of the
case, and in accordance with the English rules of private international law,
have jurisdiction to give that judgment; or(ii)
    
    the judgment was obtained through fraud; or(iii)
    
    the enforcement of the judgment would be contrary to the
public policy of the United Kingdom; or(iv)
    
    the proceedings in which the judgment was obtained were opposed
to the rules of natural justice; and
 5.14
    
    the choice of English law as the governing law of the English Law Documents will be
recognised by the English courts.6.
    
    QUALIFICATIONSThe opinions expressed in this opinion are subject to the following qualifications:6.1
    
    the opinion expressed in paragraph 5.1 above is based on the assumption set out in paragraph
4.10 above and otherwise solely upon our (or our agents) searches referred to in paragraphs
3.6 and 3.7 above. Without limiting the generality of that assumption, it should be noted
that:
 (a)
    
    search at the Companies Registry is not capable of revealing whether or not a
winding-up petition or an application for the making of an administration order has
been presented or whether or not any documents have been filed with the court for the
appointment of an administrator or any notice of intention to appoint an administrator
has been given;
 9




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(b)
    
    notice of a winding-up order or resolution, notice of an administration order
and notice of the appointment of a receiver or administrator may not be filed at the
Companies Registry immediately and there may be a delay in the relevant notice
appearing on the file of the company concerned; and(c)
    
    a telephone search of the Central Index of Winding-Up and Administration
Petitions relates only to compulsory winding-up and to the appointment of an
administrator by an administration order of the court and is not conclusively capable
of revealing whether or not a petition in respect of a compulsory winding up, or an
application for an administration order, has been presented since there may be a delay
in notice of such a petition or, as the case may be, application being entered on the
records of the Central Index and a petition or application presented to a County Court
may not have been notified to the Central Index and so may not appear on the records at
all;
 6.2
    
    the term enforceable as used in this opinion means that the relevant document is of a type
and form enforced by the English courts. It does not mean that each obligation or document
will be enforced in accordance with its terms or in every circumstance or in foreign
jurisdictions or by or against third parties or that any particular remedy will be available.
It also does not address the extent to which a judgment obtained in a court outside England
will be enforceable in England. Such enforcement is in any event subject to the
qualifications set out below;6.3
    
    the validity and enforcement of the Documents may be limited by statutes of limitation, lapse
of time and by laws relating to bankruptcy, insolvency, liquidation, administration,
arrangement, moratorium or re-organisation or other laws relating to or affecting the rights
of creditors generally, and claims may be or become subject to defences of set-off or
counterclaim;6.4
    
    equitable remedies, such as injunction and specific performance, are discretionary and may
not be awarded by the English courts. In particular, such remedies may not be available where
damages are considered to be an adequate and appropriate remedy;6.5
    
    an English court may stay proceedings or decline to accept jurisdiction if concurrent
proceedings are pending or being brought elsewhere or if it decides that another jurisdiction
is a more appropriate forum. We express no opinion on any provision of any of the Documents
purporting to waive a forum non conveniens defence or any similar right;6.6
    
    any provision of the English Law Documents requiring any person to pay, or to guarantee or to
provide security for the payment of, amounts imposed in circumstances of breach or default may
be held to be unenforceable on the grounds that it is a penalty. If the English Law Documents
do not provide a contractual remedy for late payment of any amounts due thereunder that is a
substantial remedy within the meaning of the Late Payment of Commercial Debts (Interest) Act
1998, the person entitled to those amounts may have a right to statutory interest (and to
payment of certain fixed sums) in respect of that late payment at the rate (and in the amount)
from time to time prescribed pursuant to that Act.
 10




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Any term of the English Law Documents may be void to the extent that it excludes or varies
that right to statutory interest, or purports to confer a contractual right to interest that
is not a substantial remedy for late payment, within the meaning of that Act;6.7
    
    a provision that a calculation, determination or certificate will be conclusive and binding
will not apply to a calculation, determination or certificate which is given unreasonably,
arbitrarily or without good faith or which is fraudulent or manifestly inaccurate and will not
necessarily prevent judicial enquiry into the merits of any claim;6.8
    
    to the extent that any of the Documents provides that any matter is expressly to be
determined by future agreement or negotiation, the relevant provision may be unenforceable or
void for uncertainty. However, this does not affect the enforceability or validity of any
other provisions of the Documents dealing with the consequences of any failure to agree on or
negotiate the relevant matter;6.9
    
    failure to exercise a right may operate as a waiver of that right notwithstanding a provision
to the contrary;6.10
    
    we express no opinion on any provision in the Documents requiring written amendments and
waivers thereof insofar as it suggests that oral or other amendments or waivers could not be
effectively agreed upon or granted by the parties;6.11
    
    where any party to any of the Documents is vested with a discretion or may determine a matter
in its opinion, English courts may require that such a discretion be exercised reasonably or
that such an opinion be based on reasonable grounds;6.12
    
    an English court may refuse to give effect to an undertaking to pay costs imposed upon a
party in respect of the costs of any unsuccessful litigation brought against that party before
it and may not award by way of costs all of the expenditure incurred by a successful litigant
in proceedings brought before it;6.13
    
    an undertaking to assume liability for, or to indemnify any person against, non-payment or
insufficiency of stamp duty may be void or unenforceable under section 117 of the Stamp Act
1891 in respect of any United Kingdom stamp duty which may subsequently become payable;6.14
    
    we express no opinion as to whether any provision in the Documents conferring a right of
set-off or similar right would be effective against a liquidator, administrator or creditor;6.15
    
    the question of whether or not any provisions of the Documents which may be invalid on
account of illegality or otherwise may be severed from the other provisions thereof in order
to save those other provisions would be determined by an English court in its discretion;6.16
    
    we express no opinion as to whether an English court would give effect to any currency indemnity
clause contained in any of the Documents. While English courts may now render judgments for a
monetary amount in a foreign currency, the judgment may be converted into pounds sterling for
the purposes of enforcement. There is also some
 11




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##### 



possibility that an English court would hold that a judgment on any Document would supersede
that Document so that any currency indemnity would not be held to survive judgment;6.17
    
    we express no opinion as to whether any waiver by any party of its rights to immunity from
legal proceedings in respect of its obligations under any of the Documents would be effective
or enforceable;6.18
    
    where an obligation is to be performed or observed or is based upon a matter arising in a
jurisdiction outside England or is governed by the laws of a jurisdiction outside England,
such obligation may not be enforced under English law if it would be unlawful, unenforceable
or contrary to public policy or exchange control regulations under the laws of such
jurisdiction;6.19
    
    without prejudice to our opinions set out in paragraph 5 above, we express no opinion on the
accuracy or completeness of any statements or warranties of fact set out in the Documents,
which statements and warranties we have not independently verified;6.20
    
    we express no opinion as to any Security Document governed by any law other than English law
and, in respect of any Security Document governed by English law, we express no opinion as to:
 (a)
    
    the priority of any security interest created by or pursuant to any such
Security Document or whether any such security interest constitutes a legal or an
equitable security interest or a fixed or specific (rather than a floating) charge.
Please note that: (a) security granted over registered designs should be registered
with the UK Patent Office under the applicable provisions of the Registered Designs Act
1949 (as amended by the Copyright, Designs and Patents Act 1988); (b) security granted
over patents should be registered with the Patent Office under the applicable
provisions of the Patents Act 1977; and (c) security granted over registered trade
marks should be registered with the Patent Office under the Trade Marks Act 1994
(together the IP Acts) and the rules made under such IP Acts in order to ensure that
such security interests take priority over any subsequent dealings in relation to those
designs, patents and trade marks, as the case may be, such registrations in each case
being effected by the submission of details of the relevant security agreement together
with the appropriate official form and any applicable official fee to the appropriate
office. Please also note that security interests created over any land situated in
England and Wales must be registered at the relevant office of H.M. Land Registry in
England within the priority period if such security interests are to take priority over
any subsequent dealings in relation to that land;(b)
    
    the existence or value of any assets or property purporting to be comprised in
any security interest expressed to be created by or pursuant to any such Security
Document, whether any such assets or property are owned by the relevant Obligor or
whether the same are or may become subject to any equities or to any rights or
interests in favour of any other person ranking in priority to or free from such
 12




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security interest or whether the same could be transferred to any other person free
of such security interest;(c)
    
    the efficacy of any such Security Document in relation to any assets or
property situated outside England. If any asset or property which is the subject of a
Security Document is situated outside England, English courts may take into account the
law of the place where the asset or property is legally situated and the governing law
of the asset or property (despite the choice of English law as the governing law of any
such Security Document);(d)
    
    any further actions which may be required under the laws of any jurisdiction
(other than England) in which any asset or property which is subject of any such
Security Document is or may be situated or as to whether the laws of the relevant
jurisdiction would recognise any such Security Document as creating the security
interests expressed to be created therein or pursuant thereto under any principles of
conflicts of laws to be applied in, and the laws governing in, such jurisdiction; or(e)
    
    whether any such Security Document breaches the provisions of any other
agreement or instrument (other than the memorandum of association or articles of
association of any English Obligor)  in this regard we note that the UK Debenture does
not purport to take security over shares owned by the English Obligors in certain
specified joint venture companies where the taking of such security would be in breach
of the shareholders agreement relating to such shares and further that the UK Debenture
does not require perfection of security over shares in any such company where the
perfection action would be in breach of the companys articles of association.
 6.21
    
    the exercise by the Administrative Agent of the powers and remedies conferred on it by each
of the Security Documents or otherwise vested in it by law will be subject to general
equitable principles regarding the enforcement of security and the general supervisory powers
and discretion of the English courts in the context thereof, and we express no opinion as to
the efficacy of any powers conferred upon the Administrative Agent by any of the Security
Documents or upon any receiver, administrative receiver or similar officer appointed
thereunder insofar as such powers go beyond those conferred by statute or common law;6.22
    
    it is possible that the English courts would not recognise as a fixed charge any security
interest created by or pursuant to the UK Debenture or UK Charge Over Shares which is
expressed to be by way of fixed or specific charge and they may hold such security interest to
have the characteristics of a floating charge;6.23
    
    we express no opinion as to whether any provision of the UK Debenture providing for automatic
crystallisation is effective;6.24
    
    to the extent that the UK Debenture or UK Charge Over Shares creates a security over book
debts and other choses in action, unless and until notice of that security interest is
 13




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given to the person from whom the relevant obligation is due the security will not be a
perfected security. In particular:
 (a)
    
    such person may obtain a good discharge for the relevant obligation by payment
or satisfaction to the relevant Obligor;(b)
    
    such person may have or acquire defences of set-off or counter claim against
the relevant Obligor;(c)
    
    a modification of the contract or agreement under which the relevant obligation
arises may be made without the consent of the Administrative Agent; and(d)
    
    a charge or assignment of the relevant obligation made after the date of the
relevant Security Document may rank in priority to the security interest created by
that Security Document if such person receives notice of the subsequent charge or
assignment prior to receiving notice of the security interest created by the Security
Document;
 6.25
    
    we express no opinion as to the legality or validity of any security interest in choses in
action created by or pursuant to the exercise of any rights, powers or remedies contained in
the Security Documents, whether constituted by way of legal mortgage, equitable charge or
otherwise, where such security interest is created or made in breach of a contractual
prohibition or undertaking expressly contained in, or implied by law in, the contract or other
instrument under which such chose in action arises; and6.26
    
    unless and until the securities secured under the Security Documents are registered in the
name of the Administrative Agent (or that of its nominee) the security interest of the
Administrative Agent in relation to such securities will take effect as an equitable security
interest and may be defeated by interests acquired by third parties without notice of such
security interest.This opinion is given for your sole benefit in connection with the transactions contemplated
by the Documents.This opinion is not to be disclosed to any other person (other than to your professional
advisors) nor is it to be relied upon by any other person or for any other purpose or quoted
or referred to in any public document without our prior written consent.
  Baker & McKenzie LLP
 14




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SCHEDULE
 
 
 
 
 
 
 
 15




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EXHIBIT K
 FORM OF SOLVENCY CERTIFICATE
 Credit
Agreement Borrower Lenders Lead Arranger Administrative Agent




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Financial Statements
    [The remainder of this page intentionally left blank.]




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CKX, Inc.By:Name:Title:
    Chief Financial Officer




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EXHIBIT L
 SUBORDINATION PROVISIONS
 Definitions and Rules of Interpretation Credit Agreement Borrower Lead Arranger Administrative
Agent
 1.1
    
    Senior Secured Obligations shall mean the Obligations under and as defined in the Guarantee
and Collateral Agreement.1.2
    
    Senior Secured Parties shall mean, collectively, the Secured Parties under and as defined
in the Credit Agreement and the Lenders.1.3
    
    Subordinated Obligations shall mean any Indebtedness and each other obligation of the
Borrower owing to any Subordinated Lender.1.4
    
    Subordinated Lenders shall mean each and every lender to whom any of the Subordinated
Obligations is owed and any holder of any document evidencing such Subordinated Obligations.
 Ranking of Senior Secured Obligations Loan Maturity Date
 No Payment in Certain Circumstances




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3.1
    
    upon any distribution or application of the assets of the Borrower or any of its Subsidiaries
in connection with any liquidation, dissolution or other proceeding for the winding up of the
Borrower or any of its Subsidiaries (whether partial or complete) or any proceeding for
insolvency or bankruptcy (whether voluntary or involuntary) or any receivership,
reorganization or other similar case or proceeding in connection therewith, or any assignment
for the benefit of creditors or arrangement with creditors, whether or not pursuant to the
insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or
substantially all of the assets of the Borrower or any of its Subsidiaries or any other
marshalling of assets and liabilities of the Borrower or any of its Subsidiaries:
 3.1.1
    
    the Senior Secured Obligations shall first be irrevocably and indefeasibly
paid in full in cash, all outstanding Letters of Credit shall have been terminated or
cash collateralized in an amount equal to 102.5% of the face amount thereof and all
Commitments shall have been terminated before any of the Subordinated Lenders shall be
entitled to receive any payment on account of the Subordinated Obligations or any other
interests in the Borrower or any of its Subsidiaries arising from the Subordinated
Obligations whether in cash, securities or other assets; and3.1.2
    
    any payment or distribution of assets of the Borrower or any of its
Subsidiaries of any kind or character in respect of the Subordinated Obligations to
which any of the Subordinated Lenders would be entitled if the Subordinated Obligations
were not subordinated pursuant to the terms hereof shall be made by the trustee,
liquidator or agent or other Person making such payment or distribution directly to the
Senior Secured Parties until the Senior Secured Obligations are irrevocably and
indefeasibly paid in full in cash, all outstanding Letters of Credit shall have been
terminated or cash collateralized in an amount equal to 102.5% of the face amount
thereof and all Commitments shall have been terminated and each of the Subordinated
Lenders irrevocably authorizes and empowers the Administrative Agent, acting for and on
behalf of the Senior Secured Parties, to receive and collect on its behalf any and all
such payments or distributions;
 3.3
    
    if, for any reason whatsoever and whether pursuant to a bankruptcy, liquidation or similar
proceeding or otherwise, the Borrower or any of its Subsidiaries shall make or any of the
Subordinated Lenders shall receive any payment or distribution of any kind or character,
whether in cash, securities or other property, on account or in respect of the Subordinated
Obligations in contravention of any of the terms set forth herein, such Subordinated Lender
shall hold any such payment or distribution in trust for the benefit of the Senior Secured
Parties, promptly notify the Administrative Agent in writing of the receipt of such payment or
distribution and promptly pay over or deliver such distribution or payment to the
Administrative Agent, or to any other Person nominated by the Administrative Agent, to hold
for the account of the Senior Secured Parties. In the event of failure of any Subordinated
Lender to make any such endorsement or assignment, the Administrative Agent is irrevocably
authorized by the Subordinated Lenders to make the same; provided, however, that nothing in
this sentence shall be deemed to restrict any rights of the Senior Secured Parties to enforce
in any manner




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provided under applicable law the obligation of a Subordinated Lender to make any such
endorsement or assignment; and3.4
    
    notwithstanding any provision to the contrary herein or in any other agreement or document,
no payment or delivery shall be made to the Subordinated Lenders of any securities, assets,
debts, loans, advances, liabilities or obligations which are issued or received upon any
merger, consolidation, sale, lease, transfer or other disposal by any Person succeeding to the
Borrower or any of its Subsidiaries or acquiring the Borrowers or any of its Subsidiarys
property or assets, unless such securities, assets, debts, loans, advances, liabilities and
obligations are (i) if the Subordinated Obligations (or any note or other instrument
representing the Subordinated Obligations) are pledged to the Senior Secured Parties, pledged
in favor of the Senior Secured Parties and (ii) subordinate and junior at least to the extent
provided herein to the irrevocable and indefeasible payment in full in cash of all Senior
Secured Obligations and to the payment of any securities, assets, debts, loans, advances,
liabilities or obligations which are issued in exchange or substitution for any such Senior
Secured Obligations.
 Authorizations to Administrative Agent
 Non-Impairment
 5.1
    
    agreeing with the Borrower or any of its Subsidiaries, any Subordinated Lender or any other
Person as to any amendment, variation, assignment, novation, extension or departure (however
substantial or material) of, to or from any Loan Document (including changing the manner,
place or terms of payment of or extending the time of payment of, or renewing or altering, the
Senior Secured Obligations, or otherwise amending or supplementing in any manner the Senior
Secured Obligations or any instrument




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evidencing the same or any agreement under which the Senior Secured Obligations are
outstanding, or any Loan Document) so that any such amendment, variation, assignment,
novation or departure shall, whatever its nature, be binding upon the Subordinated Lenders
in all circumstances;5.2
    
    releasing, granting any time, any indulgence or any waiver of any kind to, or composition
with the Borrower or any of its Subsidiaries, any Subordinated Lender or any other Person
(including, without limitation, the waiver of any breach of the Loan Documents or the exercise
or the failure to exercise any rights against the Borrower or any of its Subsidiaries and/or
any other Person), or entering into any transaction or arrangements whatsoever with or in
relation to the Borrower or any of its Subsidiaries, any Subordinated Lender and/or any other
Person;5.3
    
    taking, accepting, varying, dealing with, exchanging, renewing, enforcing, failing to
enforce, take up or perfect, abstaining from enforcing, surrendering or releasing any
security, right of recourse, set-off or combination or other right, remedy or interest held by
the Senior Secured Parties in connection with the Senior Secured Obligations or any part
thereof, or acting in relation to the Loan Documents in such manner as it thinks fit;5.4
    
    failing to present or observe any formality or other requirement in respect of any instrument
or any failure to realize the full value of any security;5.5
    
    claiming, proving for, accepting or transferring any payment in respect of the Senior Secured
Obligations in any composition by, or winding up of, the Borrower or any of its Subsidiaries,
any Subordinated Lender and/or any other Person or abstaining from so claiming, proving for,
accepting or transferring; or5.6
    
    actually or purportedly assigning all or any portion of the Senior Secured Obligations to any
other Person.
  Benefit of Subordination Provisions
 Subordination of Liens




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Reinstatement
 Restrictions on Transfers
 Affirmative Covenants of the Subordinated Lenders
 10.1
    
    at all times prior to the Loan Maturity Date, promptly deliver to the Administrative Agent
copies of each amendment or modification to any agreement relating to the Subordinated
Obligations to which such Subordinated Lender is a party that would affect or alter these
subordination provisions;10.2
    
    at all times prior to the Loan Maturity Date, cause to be clearly inserted in any instrument
which at any time evidences any part of the Subordinated Obligations owing to such
Subordinated Lender a statement to the effect that the payment thereof is subordinated in
accordance with the terms of this Exhibit L;10.3
    
    cause its right to receive any payment in respect of the Subordinated Obligations to be (and,
upon the creation of the Subordinated Obligation, each Subordinated Lender acknowledges and
agrees that such Subordinated Obligation is and shall be) subject to the Liens created by the
Security Documents and, if required by applicable law, cause any agreement or instrument
evidencing such right to be registered or filed with the appropriate Governmental Authorities
in order to perfect such Liens created by the Security Documents and cause any instrument
which at any time evidences any part of the Subordinated Obligations owing to such
Subordinated Lender and any proceeds deriving therefrom to be pledged in favor of the Senior
Secured Parties and an original of such instrument shall be delivered to the order of the
Administrative Agent with appropriate endorsements thereto executed in blank; and10.4
    
    file all documents or instruments necessary or advisable and do all things as the
Administrative Agent may reasonably request in order to carry out more effectively the intent
and purpose of these subordination provisions.
 Negative Covenants of the Subordinated Lenders




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11.1
    
    create, agree to create or permit to exist, any Lien (howsoever ranking in point of priority)
of any nature whatsoever in, over or affecting the Subordinated Obligations owing to such
Subordinated Lender;11.2
    
    without the prior written consent of the each of the Senior Secured Parties, sue for payment
of, or accelerate the maturity of, or initiate any proceedings or take any other actions to
enforce any of the Subordinated Obligations owing to such Subordinated Lender;11.3
    
    whether by set-off, counter-claim or otherwise, reduce any amount owing by such Subordinated
Lender to the Borrower or any of its Subsidiaries by an amount payable by the Borrower or any
of its Subsidiaries or any of their respective Affiliates or any other Person to such
Subordinated Lender in respect of the Subordinated Obligations;11.4
    
    initiate, support, permit or join any creditor in bringing any proceeding against the
Borrower or any of its Subsidiaries under any bankruptcy, insolvency, reorganization,
receivership or similar law of any jurisdiction (to recover all or any part of the
Subordinated Obligations or any other liability owed to such Subordinated Lender), except in
connection with the filing of a proof of claim in any such proceeding or otherwise at the
written request of the Administrative Agent;11.5
    
    permit to subsist or receive any guarantee or other assurance against loss in respect of all
or any part of the Subordinated Obligations owing to such Subordinated Lender (other than
those guarantees and/or assurances against loss that a Subordinated Lender would normally
acquire in the ordinary course of business, based upon its exercise of prudent business
judgment, including, but not limited to political risk insurance, currency and interest rate
hedging agreements, and other similar instruments; provided that such guarantees and/or
assurances do not give rise to any direct or indirect recourse against the Borrower or any of
its Subsidiaries by the providers of such guarantees and/or assurances) or accept, or
otherwise take, any collateral security for such Subordinated Obligations or commence
enforcement proceedings with respect to, or against, any collateral security for such
Subordinated Obligations;11.6
    
    subordinate all or any part of the Subordinated Obligations owing to such Subordinated Lender
or the proceeds thereof to any sums owing by the Borrower or any of its Subsidiaries to any
Persons other than the Senior Secured Parties; or11.7
    
    take or omit to take any action whereby the subordination hereunder of all or any part of the
Subordinated Obligations may be impaired.
 Waiver of Subrogation
 12.1
    
    Notwithstanding anything to the contrary herein or in any other Loan Document, at all times
prior to the Loan Maturity Date, each of the Subordinated Lenders irrevocably waives any claim
or other rights which it may now have or hereafter acquire against the Borrower or any of its
Subsidiaries that arise from the existence or performance of its Senior Secured Obligations
hereunder including any and all rights of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any




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claim or remedy of the Senior Secured Parties against the Borrower or any of its
Subsidiaries, or any security which the Senior Secured Parties may now have or hereafter
acquire, by any payment made hereunder or otherwise, including the right to take or receive
from the Borrower or any Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or other
rights.12.2
    
    For the purposes of such waiver of subrogation, any payments or distributions to the Senior
Secured Parties of any cash, property or securities to which the Subordinated Lenders would be
entitled except for these provisions shall, as between the Borrower or any of its
Subsidiaries, on the one hand, and the Subordinated Lenders and their respective other
creditors, on the other hand, be deemed to be a payment by the Borrower or any of its
Subsidiaries, as the case may be, to or on account of the Senior Secured Obligations.
 Exercise of Powers
 13.1
    
    The Senior Secured Parties shall be entitled to exercise their rights and powers under these
subordination provisions in such a manner and at such times as the Senior Secured Parties in
their absolute discretion may determine. None of the Senior Secured Parties shall be liable
for any losses arising in connection with the exercise of or failure to exercise any of its
rights, powers and discretions hereunder.13.2
    
    The Subordinated Lenders alone shall be responsible for their contracts, engagements, acts,
omissions, defaults and losses and for liabilities incurred by them.