EX-10.34



 





Exhibit 10.34




Column Financial, Inc.

11 Madison Avenue

New York, NY 10010




December 6, 2007




FX Luxury Realty, LLC

650 Madison Avenue

15th Floor

New York, NY 10022




Robert Sillerman

c/o Flag Luxury Properties, LLC

650 Madison Avenue, 15th Floor

New York, New NY 10022




Dear Ladies and Gentlemen,




     Reference is made to that certain Promissory Note dated June 1, 2007 of FX Luxury Realty, LLC
(“Borrower,” “you” or “your”) in the original principal amount of
$23,000,000.00 (the “Note”) payable to the order of Column Financial, Inc.
(“Lender,” “we” or “us”), as evidence of the loan in a like principal
amount made by Lender to Borrower on such date. All capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Note.



     Reference is also made to the letter agreement relating to the Note dated September 24, 2007
pursuant to which you requested, inter alia, our consent to certain other transactions and
advised that the Ultimate Parent had filed with the Securities and Exchange Commission
(“SEC”) a registration statement for the distribution of shares of its common stock to the
stockholders of CKX, Inc. (“CKX”) (the “Registered Distribution”). You have now
advised us that as soon as is commercially practicable after the Registered Distribution is
consummated, the Ultimate Parent will file with the SEC a registration statement with respect to a
rights offering pursuant to which it will issue to each of its shareholders the right to purchase
one share of the Ultimate Parent’s common stock for every two shares of such stock owned by such
shareholder (the “Rights Offering”), that all shareholders who received their shares from
Flag Luxury Properties LLC in the Flag distribution (consummated November 30, 2007) have waived
their rights to participate in such Rights Offering and accordingly that only shareholders owning
shares distributed in the Registered Distribution will be able to participate. You have further
now advised that the Ultimate Parent intends to enter into one or more agreement(s) with one or
more Persons reasonably satisfactory to us (which includes our satisfaction with their financial
ability to consummate such agreement) (the “Back Stop Purchasers”) to purchase some or all
shares available for purchase as part of the Rights



 









 





FX Luxury Realty, LLC

December 6, 2007

Page 2



Offering which are not purchased by the Ultimate Parent’s shareholders eligible to
participate in the rights offerings, such purchase to be at the same price offered to the eligible
shareholders as described in the Rights Offering materials (the “Back Stop Agreement”).




     You are now asking that we consent to (a) the extension of the maturity date of the Note and
(b) the right to use the proceeds of a certain sale of securities of the Ultimate Parent for its
general corporate purposes rather than paying down your obligations pursuant to the Note as would
otherwise be required. We are agreeable to your requests on the terms and conditions reflected in
this letter agreement. Accordingly, for $10.00 and in consideration of the mutual covenants and
agreements contained herein had other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, you and Lender hereby agree as follows:



     1. Confirmation. a) In order to induce the Lender to enter into this letter
agreement, you hereby represent and warrant that the representations and warranties set forth in
the Note (except those that speak as of a certain date) are true and correct in all material
respects as if made on and as of the date hereof and that no Event of Default has occurred and is
continuing nor is there any event which, with the giving of notice or the passage of time, would
constitute an Event of Default pursuant to the Note.



          (a) In addition, Robert Sillerman (“Guarantor”) hereby represents and warrants that
the representations and warranties set forth in his Guaranty dated as of June 1, 2007 (the
“Guarantor Documents”) and made by him as Guarantor for the benefit of the Lender are true
and correct in all material respects as if made on and as of the date hereof and that no Event of
Default has occurred and is continuing thereunder nor is there any event which, with the giving of
notice or the passage of time, would constitute an Event of Default pursuant to the Guaranty.




          (b) You hereby agree and confirm that except as amended hereby, the Note shall continue to be
and shall remain in full force and effect in accordance with its terms. The Guarantor also hereby
ratifies and confirms that the Guarantor Documents continue to be and shall remain in full force
and effect in accordance with their terms.




     2. Note Amendments. The parties hereto hereby agree that the Note is hereby amended
in the following respects:



          (a) The December 15, 2007 date referred to in the Section titled “Maturity Date” is hereby
changed to mean and to become “March 15, 2008.”




          (b) On the date hereof, Borrower is remitting to Key Bank N.A. as the servicer of the Loan the
amount of $425,000.00 which will be deposited into the Interest Reserve Account established
pursuant to the Note to increase the reserve fund in order to service the interest that will be
due and payable by Borrower to Lender during the




 









 





FX Luxury Realty, LLC

December 6, 2007

Page 3



extended term of the Note set forth in Section 2(a) above. Such additional interest deposit shall be
applied in accordance with the provisions of the Note.




          (c) In addition to the existing provisions in the Note setting forth when the amount of the
Debt shall be due and payable, the parties hereby agree that the entire amount of the Debt shall
become due and payable immediately upon the occurrence of any of the following:




               (i) if the record date with respect to the stockholders of CKX entitled to receive shares of
common stock of the Ultimate Parent pursuant to the Registered Distribution does not occur on or
before December 31, 2007.



               (ii) if the Registered Distribution is not consummated and the shares of the Ultimate Parent
being registered pursuant thereto are not distributed to the CKX shareholders, on or before January
10, 2008;



               (iii) if Borrower has not delivered to Lender on or before January 28, 2008, a copy of a
Backstop Agreement which guarantees cash proceeds from the Rights Offering sufficient to repay all
amounts outstanding under the Note, which Borrower certifies is true, complete, and correct and in
full force and effect;



               (iv) if the Rights Offering is not declared effective by the SEC on or before February 27,
2008; and/or



               (v) if the Rights Offering is not fully consummated and closed on or before March 15, 2008,
including, if applicable, the consummation by the Back Stop Purchasers of all of their obligations
under the Back Stop Agreement.



     3. Waiver. We understand that your Ultimate Parent also plans to issue in a private
transaction 500,000 shares of its common stock to Barry Shier at a price of $5.14 per share (the
“Shier Share Purchase”). Under the existing provisions of the Note, you would be required
to remit to us the Net Proceeds from the Shire Share Purchase within one (1) Business Day from the
receipt thereof as a prepayment of the Loan.



     We hereby irrevocably consent to the consummation of the Shier Share Purchase and the use of
the Net Proceeds therefrom for the Ultimate Parent’s general corporate purposes. The foregoing
waiver shall be effective only with respect to the specific instance and purposes described as
aforesaid and shall not be construed as a waiver or consent in connection with any future
transactions with Barry Shier or otherwise.



     4. Miscellaneous. The Sections entitled “Applicable Law; Consent to Jurisdiction” and
“Trial By Jury” of the Note are hereby incorporated by reference in this agreement and made a part
hereof as if fully set forth herein. This agreement, and such aforesaid Sections of the Note,
constitute the entire agreement between Borrower and Lender with respect to the subject matter hereof,
and supersede all prior or



 









 





FX Luxury Realty, LLC

December 6, 2007

Page 4



contemporaneous or oral written understandings and agreements between both parties with respect to the subject
matter hereof.




[Signature Page Follows]




 









 





FX Luxury Realty, LLC

December 6, 2007

Page 5




     If the foregoing correctly sets forth our understanding, please execute this agreement in the
space provided below.



	 	 	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 	 	 
	 	 	Column Financial, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roman Marin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Roman Marin	 	 
	 

	 	Title:
	 	Vice President	 	 






AGREED AND ACCEPTED this 6th day of December, 2007:



FX Luxury Realty, LLC




	 	 	 	 	 	 	 	 	 
	By:	 	FX Real Estate and Entertainment Inc., Managing Member
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mitchell J. Nelson
	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Mitchell J. Nelson	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 	 	 
	 

	 	 	 	 	 	 	 	 





GUARANTOR:




/s/ Robert F.X. Sillerman



 




Robert Sillerman