ACTION BY WRITTEN CONSENT

OF TIIE BENEFICIARY
OF
MJ PUBLISHING TRUST

(the "Trust) formed

The undersigned, being the Beneficiary of MJ Publishing Trust, a trust
pursuant to the Third Amended and Restated Trust Agreement, dated as
of September 29' 1999
and Myung-Ho
(the "Trust Agreement"), between the undersigned, as Beneficiary, John Branca
i"" * original Co-Tmstees, and Commonwealth Trust Company, actions authorized Trustee
as Administrative
thereby
does hereby adopt the following resolutions and consent to the
pursuant to the Trust Agreement:
ue the joint duty of the
ryHEREAS, Section 5.1(a) of the Trust Agreement provides that it ittatt
Co-Trustees, with the appioval of or at tG direction of the Beneficiary,
to execute and deliver
(as defined in the Trust
any amendments, modiications or supplements to the Loan Documents
Agreement) in the r"qp;ctiv" forms Aeiivered from time to time to the Trust
by the Lenders (as
defined in the Trust Agreement);
Agreement (the
WHEREAS, the Bank has delivered a Second Amended and Restated Loan
..Amended Loan Agreement") by and between the Bank and the Trust, and certain related
Restated Loan Agreement,
documents to the Trist which amends and restates the Amended and
dated as of January 6,2003,by and between the Trust and the Bank; and

of the Trust
WHEREAS, the Beneficiary desires to authori ze, approve and direct the Co-Trustees
with
to enter into, on behalf of tire Trust, the Amended Loan Agreement and related agreements
the Bank.

NOW, THEREFORE, be it herebY

in, the
RESOLVED, that the Trust enter into the Amended Loan Agreement in, or substantially
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
and that Alvin Malnik and John McClain,
-and and adopted,
Agreement are, in all respects, approved
, as-Co=Trustees of the Trust, be, 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
No.
contemplat.i uy ttr" Amended Loan Agreement, including, without limitation, Amendment
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)
Trust be, they hereby ate, authoized,
and other agents, representatives and employees of the and

l l 165589.03
 I

empowered and directed to take all such action and to all such
certificates and other documents, in the name of and on all such
costs and expenses as they all approve as necessary or intent and
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.

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, New
York, 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 Bank
and 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 not
at 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 calculated
based 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 of
America to the Bank's account maintained at its address at 767 Fiftli Avenue, Floor l2A, New
York, New York 10153, in same day funds. All payments made on account of the principal
amount hereof shall be recorded by the Bank, or by any pledgee thereof and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this Note.

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

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

EACH OF THE BANK AND THE BORROWER HEREBY IRREVOCABLY

WAIVES ALL RIGHTS TO TRIAL BY ruRY IN ANY ACTION, PROCEEDING OR
COLTNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE),
WHETHER AT LAW OR EQUITY, BROUGHT BY ANY PARTY AGAINST ANY OTHER
ON MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED
WITH THIS NOTE, THE OTHER LOAN DOCUMENTS OR ANY TRANSACTION
CONTEMPLATED BY, OR ANY ACTION OR INACTION BY ANY PARTY UNDER THIS
NOTE OR ANY OF THE OTHER LOAN DOCUMENTS.

[This space left intentionally blank]

Doo #:NY6:526583.3
 THIS NOTE AND THE LOAN DOCUMENTS CONSTITUTE THE ENTIRE
AND FINAL AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ALL PRIOR
WRITTEN AGREEMENTS AND ALL PRIO& CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES REGARDING ALL ISSUES ADDRESSED IN
THE LOAN DOCUMENTS.

MJ PUBLISHING TRUST

Alvin Malnik, as Co-Trustee

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F

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 in
the Intercreditor Agreement);

WHEREAS, the Bank has agreed to increase the amount of the facility
extended under the Bank Loan Agreement from $35,000,000 to $70,000,000 subject to
the conditions set forth in the Bank Loan Agreement, including that Sony agree to
increase 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 hereby
acknowledged, the parties hereto agree as follows:

1.
Definitions. All terms used herein which are defined in the
Intercreditor Agreement and not otherwise defined herein are used herein as defined
therein.

2. Amendment. Paragraph 3 of the Intercreditor Agreement is

hereby amended by replacing the dollar amount "$35,000,000" in the sixthline thereof
with the dollar amount "$70,000,000".

3.Conditions to Effectiveness. This Amendment shall be effective

on and as of the date of this Amendment set forth above.

4.Outstanding Balance of Sony Loan. The Debtor hereby represents

to 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 such
amount in writing to the Bank as soon as is practicable, but in any event not later than
October 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 to
be, in full force and effect and is hereby ratified and confirmed in all respects except that
on and after the date hereof all references in the Intercreditor Agreement to "this
Agreemenf', "hereto", 'hereof', "hereunder" or words of like import referring to the
Intercreditor Agreement shall mean the Intercreditor Agreement as amended by this
Amendment.

6. Counterparts. Thls Amendment may be executed in any number of

counterparts and by different parties hereto in separate counterparts, each of which shall
be deemed to be an original, but all of which taken together shall constitute one and the
same agreement.

7. 'Headings. Section headings herein of

are included for convenience
reference only and shall not constitute apart of this Amendment for any other purpose.

8. Governing Law. This Amendment shall be governed by, and

construed in accordance with, the laws of the State of New York.

9. Amendment as Loan Document. The Debtor hereby acknowledges

and agrees that this Amendment constifutes a "Loan Document" under the Bank
Agreements.

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 3

IN WffNESS WHEREOF, the parties hereto have caused this Amendment to

be executed and delivered aS of the date first above written.

R. Hel

SONY MUSIC, a Group of Sony Music

Entertainment Inc.

By:
Name:
Title:

MJ PUBLISHING TRUST

By:
John McCIain, as Co-Trustee

By:
Alvin Malnik, as Co-Trustee

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 J

IN WITNESS WHEREOF, the parties hereto have caused this Amendfhent to

be executed and delivered as of the date first above written.

BANK OF AMERICA, N.A.

By:
Name: Jane R. Heller
Title: Senior Vice President

SONY MUSIC, a Group of Sony Music

Entertainment Inc.

By:

MJ PUBLISHING TRUST

By:
John McClain, as Co-Trustee

By:
Alvin Malnik, as Co-Trustee

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 3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to

be executed and delivered as of the date first above written.

BANK OF AMERICA, N.A.

By:
Name: Jane R. Heller
Title: Senior Vice President

SONY MUSIC, a Group of Sony Music

Entertainment Inc.

By:
Name:
Title:

MJ PUBLISHING TRUST

cClain, as Co-Trustee

Alvin Malnik, as Co-Trustee

Doc #:NY6:5265853