,

ACTION BY WRITTEN CONSENTOF TIIE BENEFICIARY

OFMJ PUBLISHING TRUST

The undersigned, being the Beneficiary of MJ Publishing Trust, a trust (the "Trust) formed

pursuant to the Third Amended and Restated Trust Agreement, dated as of September 29' 1999

(the "Trust Agreement"), between the undersigned, as Beneficiary, John Branca and Myung-Ho

i"" * original Co-Tmstees, and Commonwealth Trust Company, as Administrative Trustee

does hereby adopt the following resolutions and consent to the actions authorized thereby

pursuant to the Trust Agreement:

ryHEREAS, Section 5.1(a) of the Trust Agreement provides that it ittatt ue the joint duty of the

Co-Trustees, with the appioval of or at tG direction of the Beneficiary, to execute and deliver

any amendments, modiications or supplements to the Loan Documents (as defined in the Trust

Agreement) in the r"qp;ctiv" forms Aeiivered from time to time to the Trust by the Lenders (as

defined in the Trust Agreement);

WHEREAS, the Bank has delivered a Second Amended and Restated Loan Agreement (the

..Amended Loan Agreement") by and between the Bank and the Trust, and certain related

documents to the Trist which amends and restates the Amended and Restated Loan Agreement,

dated as of January 6,2003,by and between the Trust and the Bank; and

WHEREAS, the Beneficiary desires to authori ze, approve and direct the Co-Trustees of the Trust

to enter into, on behalf of tire Trust, the Amended Loan Agreement and related agreements with

the Bank.

NOW, THEREFORE, be it herebY

RESOLVED, that the Trust enter into the Amended Loan Agreement in, or substantially in, the

form, and containing substantially the terms and provisions of the Amended Loan Agreement

annexed hereto as ixhibit A, and that the form terms and provisions of the Amended Loan

Agreement are, in all respects, approved and adopted, and that Alvin Malnik and John McClain,

as-Co=Trustees of the Trust, be, -and

they hereby are, authorized, empowered and directed to

execute and deliver, on behalf of the Trust, the Amended Loan Agreement to the Lenders, as

well as any agreements, instruments, documents, certificates and reports required or

contemplat.i uy ttr" Amended Loan Agreement, including, without limitation, Amendment No.

2.to Security Agreement (the "security Agreement Amendment"); and the Third Amended and

Restated promissory Wote (ttre "Note'), with such changes therein or modifications thereof as

such Co-Trustees, by their execution and delivery thereof, shall approve, and

RESOLVED, that the Co-Trustees, Administrative Trustee (as defined in the Trust Agreement)

and other agents, representatives and employees of the Trust be, and they hereby ate, authoized,

l l 165589.03

I

empowered and directed to take all such action and tocertificates and other documents, in the name of and oncosts and expenses as they all approve as necessary or

accomplish the purpose of the foregoing resolution and

the taking of such actions and the execution, delivery,and other documents to be conclusive evidence of such

IN WITNESS WHEREOF, the undersigned has ex

of August 2003.

all such

all such

intent and

r I I 65589.03

THIRD AMENDED AND RESTATED PROMISSORY NOTE

$70,000,000 Dated August 18,2003

Originally Issued September 29, 1999

First Amendment and Restatement as of December 15, 2000

Second Amendment and Restatement January 6,2003

. FOR VALUE RECEIVED, the undersigned, MJ Publishing Trust (the

"Eggower"), HEREBY PROMISES TO PAY to the order of BANK OF AMERICA, N.A., its

successors and assigns (the "B44!"), at the Bank's office at767 Fifth Avenue, Floor 12A, NewYork, New York 10153, or at such other place as may be designated by the Bank, without setoff,

the principal amount of Seventy Million Dollan ($70,000,000) or, if less, the aggregate principal

amount of the then outstanding Loans (as defined in the Loan Agreement hereinafter referred to)

made by the Bank to the Borrower pursuant to the Loan Agreement (as defined below), together

with all accrued and unpaid interest thereon, on the Termination Date (as defined in the Loan

Agreement). Capitalized terms used herein without definition are used herein as defined in the

Second Amended and Restated Loan Agreement, dated as of August 18,2003, between the Bankand the Borrower, as the same may be amended, restated, modified or supplemented from time to

time (the "LeAllAgrcgmen!").

The rate at which interest shall accrue hereunder shall be equal to the sum of (i)Adjusted LIBOR and (ii) the Applicable Margin (the "Rate"); provided, however, that after the

occurrence and during the continuance of an Event of Default, the principal of and interest on

each Loan and any other amounts owing hereunder or under the other Loan Documents shall

bear interest, payable on demand, at a rate per annum equal to the sum of (x) the Prime Rate and

four percent(4%) per annum. The "Prime Rate" is the flucfuating "prime rate" of interest

established by the Bank from time to time, at its discretion, whether or not such rate shall be

otherwise published. The Prime Rate is established by the Bank as an index and miy or may notat any time be the best or lowest rate charged by the Bank on any loan. Each change in the Rate

shall take effect simultaneously with the corresponding change in Adjusted LIBOR or in the

Prime Rate, as the case may be.

Notwithstanding any provision of this Note, the Bank does not intend to charge

and the Borrower shall not be required to pay any amount of interest or other charges in excess

of the maximum permitted by the applicable laws of the State of New York; or, if any higher rate

ceiling is lawful, such higher rate ceiling. Any payment in excess of such maximum shall be

refunded to the Borrower or credited against principal, at the option of the Bank.

Unless otherwise indicated, interest at the Rate set forth above shall be calculatedbased on a year of 360 days for the actual number of days for which any principal amount is

outstanding hereunder.

Interest accrued on the principal amount of each Loan shall be paid on the last

Business Day of each Interest Period, with a final payment of all unpaid interest due on the

Termination Date.

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B6th principal and interest are payable in lawful money of the United States ofAmerica to the Bank's account maintained at its address at 767 Fiftli Avenue, Floor l2A, NewYork, New York 10153, in same day funds. All payments made on account of the principalamount hereof shall be recorded by the Bank, or by any pledgee thereof and, prior to anytransfer hereof, endorsed on the grid attached hereto which is part of this Note.

The Borrower hereby waives diligence, presentment, demand, protest and noticeof any kind whatsoever. The non-exercise by the holder of any of its rights hereunder in anyparticular instance shall not constitute a waiver thereof in that or any subsequent instance.

This Third Amended and RestatedPromissory Note (this 'ljqlle") is the Notereferred to in, and is entitled to the benefits of, the Loan Agreement and the Guaranty, SecurityAgreement and other Loan Documents referred to therein. The Loan Agreement, among otherthings, contains provisioni for acceleration of the maturify hereofupon the happening of certainstated events and also for prepayments on account of principal hereof prior to the maturity hereofupon the terms and conditions therein specified. THIS NOTE SHALL BE GOVERNED BYAND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS (OTHER THAN NEWYORK GENERAL OBLIGATTONS LAW SECTION 5-1401).

EACH OF THE BANK AND THE BORROWER HEREBY IRREVOCABLYWAIVES ALL RIGHTS TO TRIAL BY ruRY IN ANY ACTION, PROCEEDING ORCOLTNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE),WHETHER AT LAW OR EQUITY, BROUGHT BY ANY PARTY AGAINST ANY OTHERON MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTEDWITH THIS NOTE, THE OTHER LOAN DOCUMENTS OR ANY TRANSACTIONCONTEMPLATED BY, OR ANY ACTION OR INACTION BY ANY PARTY UNDER THISNOTE OR ANY OF THE OTHER LOAN DOCUMENTS.

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THIS NOTE AND THE LOAN DOCUMENTS CONSTITUTE THE ENTIREAND FINAL AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIORWRITTEN AGREEMENTS AND ALL PRIO& CONTEMPORANEOUS OR SUBSEQUENTORAL AGREEMENTS OF THE PARTIES REGARDING ALL ISSUES ADDRESSED INTHE LOAN DOCUMENTS.

MJ PUBLISHING TRUST

Alvin Malnik, as Co-Trustee

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AMENDMENT NO.3 TO SOITYMUSIC MAGREEMENT

AMENDMENT NO. 3, dated as of August/6, 2003 (this "Alqggdrqent'),to the INTERCREDITORAGREEMENT, dated as of September29,1999, as amended(the "IntercreditorAgreemenf'), among BANK OF AMERICA, N.A- (the "Bank"),SOIry MUSIC, A GROUP OF SONY MUSIC ENTERTAINMENT, INC.("Sq!y') and

MJ PUBLISHING TRUST (the "Deblqr").

WHEREAS, the Bank and the Debtor, a trust of which Michael Jackson is

the sole beneficiary, entered into a Loan Agreement dated as of September 29,1999 (the

"Bank Loan Agreement"), pursuant to which the Bank fuas.agreed to extend certain loans

to the Debtor from time to time;

WHEREAS, the Bank and Sony and the Debtor entered into the

Intercreditor Agreement to speciff their relative priorities in the Collateral (as defined inthe Intercreditor Agreement);

WHEREAS, the Bank has agreed to increase the amount of the facilityextended under the Bank Loan Agreement from $35,000,000 to $70,000,000 subject tothe conditions set forth in the Bank Loan Agreement, including that Sony agree toincrease the Maximum Loan Amount (as defined in the Intercreditor Agreement) from$35,000,000 to $70,000,000, and Sony has agteed to such increase;

NOW THEREFORE, in consideration of the premises and the agreements

herein, and for other good and valuable consideration, the suffrciency of which is herebyacknowledged, the parties hereto agree as follows:

1. Definitions. All terms used herein which are defined in theIntercreditor Agreement and not otherwise defined herein are used herein as definedtherein.

2. Amendment. Paragraph 3 of the Intercreditor Agreement ishereby amended by replacing the dollar amount "$35,000,000" in the sixthline thereofwith the dollar amount "$70,000,000".

3. Conditions to Effectiveness. This Amendment shall be effectiveon and as of the date of this Amendment set forth above.

4. Outstanding Balance of Sony Loan. The Debtor hereby representsto the Bank that the aggregate principal amount of the Sony Loan outstanding on the date

hereof is approximately $12,800,000. The Debtor covenants that it will confirm suchamount in writing to the Bank as soon as is practicable, but in any event not later thanOctober 5,2003.

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5. Continued Effectiveness of the Intercreditor Asreement. Except as

otherwise expressly provided herein, the Intercreditor Agreement is, and shall continue tobe, in full force and effect and is hereby ratified and confirmed in all respects except thaton and after the date hereof all references in the Intercreditor Agreement to "thisAgreemenf', "hereto", 'hereof', "hereunder" or words of like import referring to theIntercreditor Agreement shall mean the Intercreditor Agreement as amended by thisAmendment.

6. Counterparts. Thls Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which shallbe deemed to be an original, but all of which taken together shall constitute one and thesame agreement.

7. 'Headings. Section headings herein are included for convenience ofreference only and shall not constitute apart of this Amendment for any other purpose.

8. Governing Law. This Amendment shall be governed by, andconstrued in accordance with, the laws of the State of New York.

9. Amendment as Loan Document. The Debtor hereby acknowledgesand agrees that this Amendment constifutes a "Loan Document" under the BankAgreements.

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IN WffNESS WHEREOF, the parties hereto have caused this Amendment tobe executed and delivered aS of the date first above written.

SONY MUSIC, a Group of Sony MusicEntertainment Inc.

By:Name:Title:

MJ PUBLISHING TRUST

By:John McCIain, as Co-Trustee

Alvin Malnik, as Co-TrusteeBy:

R. Hel

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IN WITNESS WHEREOF, the parties hereto have caused this Amendfhent tobe executed and delivered as of the date first above written.

BANK OF AMERICA, N.A.

By:Name: Jane R. HellerTitle: Senior Vice President

SONY MUSIC, a Group of Sony MusicEntertainment Inc.

By:

MJ PUBLISHING TRUST

By:John McClain, as Co-Trustee

By:Alvin Malnik, as Co-Trustee

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment tobe executed and delivered as of the date first above written.

BANK OF AMERICA, N.A.

By:Name: Jane R. HellerTitle: Senior Vice President

SONY MUSIC, a Group of Sony MusicEntertainment Inc.

Name:Title:

MJ PUBLISHING TRUST

Alvin Malnik, as Co-Trustee

By:

cClain, as Co-Trustee

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