EX-10.4



 





Exhibit 10.4




AMENDMENT TO REPURCHASE AGREEMENT




          THIS AMENDMENT (this “Amendment”), dated June 18, 2007, to the REPURCHASE AGREEMENT
(the “Agreement”), dated as of June 1, 2007, is by and among, FX LUXURY REALTY, LLC, a
Delaware limited liability company (the “Company”), CKX, Inc., a Delaware corporation
(“CKX”), Flag Luxury Properties, LLC, a Delaware limited liability company
(“Flag”), Robert F.X. Sillerman (“Sillerman”), Brett Torino (“Torino”),
Paul C. Kanavos (“Kanavos” and together with Flag (but subject to Section 4(d)(iii) of the
Agreement), Sillerman, Torino and Kanavos, collectively, the “Flag Parties”). Reference is
made to that certain Membership Interest Purchase Agreement (the “Purchase Agreement”),
dated as of June 1, 2007, by and among the Company, CKX, and Flag. Capitalized terms used herein,
but not defined herein, shall have the meanings ascribed to them in the Purchase Agreement.




          WHEREAS,
CKX, Flag and the Company have entered into Amendment No. 1,
dated as of June 18, 2007, to the Purchase Agreement (“Amendment No. 1”) and, pursuant to Amendment No. 1 (i)
CKX formed NEWCO Inc. (which is now named FX Luxury Real Estate Inc. and is hereafter referred to
as “FXLRE”) and, in connection therewith, contributed to the capital of FXLRE an aggregate
15.5% Membership Interest in the Company; (ii) CKX, as the sole stockholder of FXLRE as of the time
of its formation, transferred and assigned all of the equity interests in FXLRE to Richard G.
Cushing, as Trustee of the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed
pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated the date hereof (the
“Conventional Trust”); and (iii) CKX transferred and assigned an aggregate 9.5% Membership
Interest in the Company to Richard G. Cushing, as Trustee of the CKX FXLR Stockholder Distribution
Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement
dated the date hereof (the “Grantor Trust”); and




          WHEREAS, immediately following the Reorganization and prior to the Stockholder Distribution,
the Company shall become a subsidiary of FXLRE and FXLRE shall have four stockholders: CKX (owning
a 25% equity interest therein), Flag (owning a 50% equity interest therein), and the Conventional
Trust and the Grantor Trust (together beneficially owning an aggregate 25% equity interest
therein).




          NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:




     1. NEWCO Inc. All references in the Agreement to NEWCO Inc. or NEWCO shall hereafter
be references to FXLRE, as applicable.



     2. Section 13 of the Agreement. Section 13 of the Agreement is amended and restated
in its entirety as follows:




 “13. Successors and Assigns; Third Party Beneficiaries. This Agreement
shall inure to the benefit of, and be binding upon, the successors and assigns of
the parties hereto. Each of the Conventional Trust, the Grantor Trust and the
holders of shares of FLXRE stock who are entitled to or received such stock as a



 









 






distribution or dividend from CKX (or from the Conventional Trust or the Grantor
Trust pursuant to the terms thereof) is intended as a third party beneficiary of
this Agreement; provided that such benefit shall be limited solely to such
holder’s right to (i) seek and enforce a remedy of specific performance to compel
FXLRE and the board of directors of FXLRE to enforce and perform the provisions of
this Agreement in accordance with the terms hereof or (ii) in the event that such
remedy of specific performance is determined by a court of competent jurisdiction to
be unavailable or is contested by the board of directors of FXLRE, then seek
monetary damages from FXLRE.”



     3. Entire Agreement. This Amendment, the Agreement, the Exhibits and Schedules to the
Agreement constitute the entire agreement among the parties relating to the subject matter hereof
and supersede any and all prior agreements or understandings with respect to the subject matter
hereof.



     4. No Other Amendments or Modifications. Except as expressly provided in this
Amendment, the Agreement shall remain unmodified and in full force and effect in accordance with
its terms.



[signature page follows]




2









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date
first above written.



	 	 	 	 	 
	 	FX LUXURY REALTY, LLC

 	 
	 	By:  	FLAG LUXURY PROPERTIES, LLC
Managing Member

 	 
	 	
/s/ Mitchell J. Nelson	 
	 	 	Name:  	Mitchell J. Nelson	 
	 	 	Title:  	Senior Vice President	 
	 



	 	 	 	 	 
	 	CKX, INC.

 	 
	 	/s/
Thomas P. Bensen	 
	 	 	Name:  	Thomas P. Bensen	 
	 	 	Title:  	Chief Financial Officer	 
	 



	 	 	 	 	 
	 	FLAG LUXURY PROPERTIES, LLC

 	 
	 	
/s/ Mitchell J. Nelsen	 
	 	 	Name:  	Mitchell J. Nelsen	 
	 	 	Title:  	Senior Vice President	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
Robert F.X. Sillerman	 
	 	 	Robert F.X. Sillerman 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
Brett Torino	 
	 	 	Brett Torino 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
Paul C. Kanavos	 
	 	 	Paul C. Kanavos