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15 04 O 1 : 5?P
2l? 876 9571 P'
10
Jan.0?.01 0i:!?pr Frorr.
?'l?8 P l0 F-105
sjutr c t. f ._Y._c0NlitDuNtLl4 t
WI.R&K DRAFT:1t7104
AMENI'ED BANK OIT AMERICA LOAN TO MJ-ATV TRUST
'l'hc refinanciqg.kscriheal bt:low involw.t.rnly the $21/,0 nillion lotvt agrecnrcnt hetfscn
wfa ind M,rJ'!y Tlwt
(wltich bu is secwrd hv W'iW Trutt's 5o'6 inten:s' n So!'y'
.li'Vl. Srcn tei,lrncingtiln.r
not funolw the tTU nitlion loanagr*nrnl bellrerln DolA
*d'M.l Pahliil;:.tg'l'rutt
(vhic'h will he anradcd p,ltxtptt rb Faa I oJrhis Tenn Sheet).
'l'ra,r
dion:
'l'lreexisting lotn ugrccmnl helween BrlfA and MJ-ATV
l rust
wilt bc anrcnded aad rhc cnlire $2il) nrillion outstandit4 trtrder
such loon fucility will be governcd by the ncw tenns sel lbrth
lclow:
Ncn. I tcrcrr Jlitc:
New annugl i-nterest rtle, comPoundcd
qurrterly, payuhle quur-
rcrly in crrsb.r
Mltu, t:/:
5'h annivcrsary of closing of Music LLC tmnssction.
Sec1r. y/Colletcnt: BofA wilt rclcasc cxisring colloterul (inclrrting right to cause
MJ to cxcrcise his riglrru
put sotly'Alv to Sony (drc "Sony
'ltur'))
under tlp existing loan agrccrncnt.
Rcplnce witb first
prioriry secrriry intererr in 100% ofthe Scrics A Cornmon In'
teresls of Music LLC.
Rigl1r o
purchrsc:
ln rhc cvcnr Bofa forcclosc:t on thc loan, GSCP will havc thc
righr ro prrclrase rlp Scrics A C,ornmon lnterc,st collaterrrlut
then fair mrrhet value.
Oth*n tighls und To.mg:
A$ sL'l lbfih in exisrirU loon documcutation, witlt addirionul
changes to be discts;ed. Botn shall havc no right to cause M'l
lo cxertise tlre SonY Put.
ConJ, iulr* to CloSinlil
Closing oftlrc Music LLC transnction.
"
CS(:I' ,,ifl rryork sirh Oot \ o|| MJ'ti h.'hltfto obroin o more thvtrt';thlc r.tl'.
c-l

Jari
15 04 O1:55P
Jrn'DI'll4
I|!Ir*
?12 8?6 S5?1
p-"
-
^*j
STITICTLY CONUPIjNII3!
4
WLR&K DRAH'|: ll7ltl4
rl'B.tr
}$HEe)?'
PART T: MIJAC PUT ITIGHT

Jrn!I-|l{f-D
Trrnr c{ica:
Stqr*
Ownr rhip hlcrcrfr
io ll{r ic Lt Cs
STRICTI.Y CONFIDET{nAL
WLR&K DRAFT: lnfiJ{
rrnT lf: i]l"l,tGS MUSIC LLCJOINT VnNnrRE
.
,g-
cscr arfitd-ATv Pltilbhirq't'nsr (-MI-ATV
Trust') wi[
form rpidr vctrrurc rhrt will, rnffiB odrcr rhin6.s, invesr
(by
conqiburion ofasscrs) in a rlrre-wuy
ycnlute
wirh GSCp ond
Sonylin rxdur n rcquirc rhc music publishing
hlrincssc.r rud
ar:rctCof lrrmon Mruic, EMl. DMij, Univcrsl Muric Group
or Wagrcr Mrnic Goup (e
-Maiort)
nnrl crrmbinc &cm with
Sony/ATV Mrrsic Publidli,ry I.LC (Oc'.Pubtishiag
Mrjor
Tronsacdon").
(l) MI-ATV Trrrrt will connibue
ro u rrwly lirrm.tl Delawarc
limitcd liabilig compsny ('Music
LL('- or rhc tiompury") rrl
bc owrrd inpartrcrship wirh GSCP, rhc following rsicts:
r
thc 5ll?6 economic inlercsr in Sony/ATV Mucic Pub-
li$i4 LLC ('$ony-ATV)
hetd by M|-ATV t'rusr ond
rhe 50?6 non+ommic nrembcrslrip inrcrcsts in Srny-
ATV cuneotlyhcld by MIt.
(2) ln cmncaion wirh rhc Puhlirhiry Major Traasrcdon, Mu-
sic l.l.C will connibrnc ir Sony-A'lv inrcrtsr ro a ncw cnriry
('Ncwm)
fttr will hold both Soay-Afi/'rnd rhc rsr;uircd
otkr Mrjaar rhc corclusinn ofrbo
publishing
Major Tnrnsrc-
lion, and Music LLC will rcceivc in erchlnge a rnenrbcrship
inrcrcst in Ncwu$ rp bc dcncrmincd.
hr rhc
publishing
lUqioi
Innsrctioq GSt?ld Sony will alxr rcccivc mcmbenhip in.
tcfiglr3 in Ncwc<r in cxcherrgc lbrscaoruc
cquiry contriburiom
by them !o lrlcrvco.
MJ-AIV Trurr:
f4gpgg:
I0i)llzr of rhc savr-cs A Cbmnnn ln-
rsrcsls, rcprcscnliq
S0% of all of rhc Com-
mor lilsrcsls.
GSCP:
Commoo: l@rof the Scrier B Common In-
rcrclttr, rrTrarerning
50Zo of all of the Com-
mon lnprcsr.
i Ii*
orty's conscttt, Ml to conribmc hb 5ll?t rron+conrmb
qonrbcrsrrS ieic n llld ell nllod riglur irr.$rny-
AT! tt uJ'ATV Trus inmcdkcly bctilrt Mr-ATV fnr* connibucs srrh ftrrr'rurr ma rigrrs . tcut-iJ-r-c
t
Sor,y ilt contribora to lr,.ra69
g6
s16o.S(Vr interctr in Sony.ATV.
B.l

Jrtt-0l-ll
A*
Trt{r' cn:
STRICTLY CONFIDENTTA!
WLR&K DREFT: INrc{
Scries I
(bmmon
fnterusts iue fi'r*ly trnnsfcrable, subjccr lo
rhe rag-along rigbts dcscribcd bclow.
Serirx A Coilurul lntsEsrs
gr
non-tnoNfsmblc without rhc
cooscot of GSCP, cxccpr in cuuection wirh rhe put righ, tag-
along rnd dng-dong dcst:ribod bclow.
Prt e
;trt:
Ttg.,n tng:
Dn1g. ,long:
Trr ll rrtclT:
Votir Higitr:
GSCP slrall havc ttr" dght ro rcquirt M!-AW Trust to periici-
pftc on cqud rerms in rny rdc by GSCP of 4W or morc of thc
torel Common lnrcrssts.
tt is thc inrcmion of tl* panics to trGil rhe Conrpany ar s non-
pblicly rndcd grnncrdrip lbr lldcral incolnc ulx purpo$s.
Thc Scries I and Serie* A Common larercss rhdl vore ur
gefrcr u a sin$c clrss. all vorcs.rhsll
hc pmprnionare ro
owncrship of C'ommon lnwrus$, providcd rhar holdcn of Sc-
rir,s B shall votc rt a rtt of two timcs rlrir owncnhip pn:GTll-
ogq und holdr.rs of licrics A .rholl voto ar o rarc cqual to thcir
ownCrship perctttlgq. Any rcrion of rhc holden ofrhe Com.
mon lnrcrrstr shlll be by majrxiryof vodng prrcrof rhe
Common lnrcress (cxccpt rhur amcndnnnts lo rhc opcrning
B-3

.
Jen-0?-01
tEFr
Govq rrr[g!!
CLfr'f "rcelivcOffictc
Dittrri otioir:
Mtnr &ructrl tr'os:
Agnr luntr:
lnuuibuioaa;Jfigrlllent
:
ffi
SIRTCTLY COM'rpENTIAL
WI.R&K DRAI'T: v7n4
tglEcmcnr ol'thc Crrnprny will rnluirc rhc atlirmarive vorc of
tpldcrs ofa rujoriry of r.!ch scdes of L'ommon lnrcnrsrs)
Music tLC \rill bc tnnrged urrl govcnrcd by r borrd of rcpre-
rcntadrrcs consisting of not fewr r.han 7 n1rrerentutives nnd
nol morr than l0 nlprcru'mttivcl. l.br so long es MJ.AI'V
'frust
comirrucr n hokl $cries A Common lnwrtsls, M.I-ATV
Trust shnll bc cndthd ro clccl 2 rcprcscnrativca;
IgggiCg!
th$r
if
(:harhs
Ktppclmn is rut otlnrrryise a reprcscnruiri, MJ-
A'fV Trust shatl bc cntitlod to clecr Mr. Koppclsnn as a rcp-
$ntntivc (in additioo to thcirrighr ur clect two othcrrcprcscn-
-tdivcs_;
for ro long ns MJ-ATV Trust continus to hold Scrics
A Crrmmon latrrnsts. All borrd dccisions will be by mqirrity
YotC.
M, will bcrhe
giicfCr.lnivc
0fficuofdrc Oomprny, utiliz'
ing MJ's *rrus rnd rcputltion in thc inhstry to lltroct olhsr
meuringful rrisrs srd wrircrs ropaniciperc in our muric pub-
lishirg crdervon. Subjeq to Ml's rvrilebiliry, rbc board of
mprcsanaivcs will srnsult with Mt on rnojor crcrivo dcci-
sitrns.
GSCP wilt reccivc I ornsgenrcnt fcc fhrm the Compeny in the
ortrount of $5.5 milliou pcrycar, ord MJ will reccive Etnon-
lgpttreil fi:c from thc C'ompny in the arnosnt of $l,0 million
per ye[I_
To cffxr rhc foregoing, thc relevril parrics will cnur inrnthe
following agrwnrcnls by Jrnuruy 31,2fi)4:
GSCfl rhc MJ hnics and Musict f.C will cnrcrinlo u
tontribution Agrucment'Jx$rl$n trr which rhe Ml Prr.
tics will contrihile is 50tzo inrcxcsr io Sony-A'IV to Mu-
sicIIC.
It-4

t'tatF rlc_
lLC Agnsneltg
l.etler Acrccrn,'nt:
lbfA AglgEm;$:
Cord ionr to Clodlrl:
ffi
STRICTI Y CONTTDFNTIA!
WI.R&K DRAF|: V7n4
GSCP rnd MJ-ATV l'rusr will
cnrcr inro m
*l-t-C
Agre+-
metr|" with rcspccl to Musicl.l.C (ttr
tre cllbctive upon rhs
clo*ingof lhc Musis l.LC Trarsrcrion) which will conrdn
thc tcnnr lcr foflb in rhe ponionr of
psrt
lt of tbis Tcrm
Shet bcginni4wnh Ormership lrnsrsrr in Msic l-LC.
OSCP flt rhc MJ Prrlics will cnrcr inro e
*Lctrer
Agrce-
msrr'in wtrich fic MJ Partics will mn-rnt m lhc piu.rici.
prritrn ofsony-A'lV nxtlor MuiicLLC in .rny Publirhing
Major'l'rursrrirm as contcmplrral
hcrein on such rcrms
as dcerDincd by GSCP on }rtlralt'of MroicLLC.
llofA rd MJ-AIV
'trusr
will cnrer inro sr rrnndcd losn
agrcomcilon 0rc tcnns rs tbrth onprgc C.l of this Term
Shcer.
B-5

,
ACTION BY WRITTEN CONSENT
OF TIIE BENEFICIARY
OF
MJ 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 to
certificates and other documents, in the name of and on
costs 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, 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.
Doc #:NY6:526583.3

.,
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
Doc #:NY6:526583.3

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.
Doc #:NY6:526585.3

2
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 are included for convenience of
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.
[This
space left intentionally blank.]

3
IN WffNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered aS of the date first above written.
SONY MUSIC, a Group of Sony Music
Entertainment Inc.
By:
Name:
Title:
MJ PUBLISHING TRUST
By:
John McCIain, as Co-Trustee
Alvin Malnik, as Co-Trustee
By:
R. Hel
Doc #:NIY6:526585-2

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
Doc #:NY5:526585-3
/z/

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.
Name:
Title:
MJ PUBLISHING TRUST
Alvin Malnik, as Co-Trustee
By:
cClain, as Co-Trustee
Doc #:NY6:5265853

Avemfrr,Flodda
Fbrulry
_r2003
HANDDEIJVERHD
John Branc4 Esq-
ftffiqq Briucohrm, Branca, Fis&er,
Gtbf,.& Stifflcmaq LLP
l80i C,ffitlry Ps*Wsr
Los turgdes, CA 9006?-?068
Re: Discoctinuanoe of Servit*s
Dearlohn:
This is to csrfirru that I arn trrninstirg de services of yar od yar firm cffcctive
rym
dirnry of this
t *r- 1 1"t6 trgryerl Dwid C. I*frxr{ Esq., his filrl, Hde I-w Psk Dcanim & Iloqnrd
r
along with
Bo61|t fyfirchd A Strang3 n t"Fusql ury intcrestr- I hace dso lttaid H llstiap d Jraofdqf U
rtprFdrtcfrrtin of my intermli,md intcrests. Ycr arelorby tcqp#
!o 99ngty
with tho regcse
mide cf yar an y11n firm in 6drtr to har/e en immodi* ed uderly teninaiur of yw servitrs.
Ym are cmmandod to give Mr. Ircilnd tfs Brsdt ild fuir mocirc yon fidl 8sd utdififiEl
coctgdion I brrre aeked Mr. I*r&rnd rnd Ms. Brn# o ottrin
glt
of my fils, tocorA, doomentt,
accoonts fr mpef sad dl cornpenies I oqrn or cffid wlid may bc in ym pws{o. Yqr re b
deliverthcorigioelsddl sdl doormcntgSotr&. kfrutlhracfia{dy- Ilcwill arogceopieabe
rehlrned toyqr.
Ym are comrnrndcdtoimnedi*dy aeascxpadirgeffortdarykind onmybcfra$, &680 indroa
cooprruim nith Mr. kCrrand d at his fpcdfic reqrst Ycr are fir&er drooiod to ereurE ery aod all
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io*nscd to immcdidy rrnsfcr eny fuds ynr re hddlg is tu* fof ns to Mr.
fi{l lod cooperlion wi$ ny mpry, Mr.I-ernq Lfr. Brandr
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*-*
ZIFFREN, BRITTENHAM. BRANCA. FISCHER. CILBERT-LURIE I STIFFELMAN r-r-p
lgol CTNTURY PARK WeST. LOS ANGELES, CALIFORNIa 90067-64.06
JOHN G. BRANCA
PAUL L. BRINOZE
HARRY M. BRITTENHAM
STEVEN H. BURKOW
JAMEY COHEN
STEPHEN B. ESPINOZA
SAMUEL FISCHER
CLIFFORO GILBERT.LURIE
KA?HLEEN HALLEIERG
WENOY HELLEFI
MAT'HEW M- JOHNSON
OAVIO LANOE
OENNIS LUOERER
OAVIO NOCHIMSON
P.J. EHAPIRO
GARY STIFFELMAN
MITCHELL TENZER
BFIYAN WOLF
JAMIE YOUNG
KENNETH ZIFFREN
PHONE: {3lO} 55"-33AA
FAX: (3rol
5s3-7066
MEI-A,NIE COOK
AtsN J. LEVINE
OF COUI{SEL
July 28, 2003
PERSONAL & CONFIDENTIAL
vIA FEDERAL EXPRESS
Mr. CharlesKoppelman
C.A.K. Entertainment, Inc.
37 E.64th St.
Suite 1607
New York,I'{Y 10021
RE: Michael Jackson/Goldman Sachs Agreement
Dear Charles:
kr follow up to our conversation about the Goldman Sachs deal memo and your
suggestion that its term be extended beyond July 31, certain clarifications need to be made as
follows:
1. It should be clear that Michael does not contribute, assign or relinquish ownership
, .
of his publishing interests unless and until Warner/Chappell is acquired and until it is clear
ft l<
what Michael's equity interest would be in the combined publishing operation. The capital
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structure and economic interests of the parties in the venture entities (i.e., Music LLC and
+
Newco) need to be elaborated upon and clarified.
2. It needs to be clarified that Goldman Sachs and/or the venture will take over
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responsibility for the Bank of America loans up to $270 million and Michael will have no
y*-:T:'::'.::ffi';::GoldmanSachswillagreetoprovideaninterim
guarantee (i.e., Put) for the Mijac loan and, if so, on what basis.
4. You stated that Michael will receive the first $320 million of distributions from the
venture (after payment of annual fees). If this is the deal, it needs to be clarified. Tvffiy
payrng offl4ichaelsJoan sb s obviously
an ins
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,4
5. It needs to be clarified that transferring the loans and copyrights into the venture
c..,
will not be a taxable event for Mlchael.
Wtyp!,yffiffi'
Hl

Mr. Charles Koppelman


Ju1y28,2003
PageZ
6. It needs to be clarified that, in the event of a liquidify event or exercise of the Put,
nt t--Altere will be suffrcient cash distribuied from the venture to cover Michael's obligations,
n . lJ*JF^"luding
tax obligations, direct payment of this firm's 5% andany other obligation Michael
nV{W}
may have as a result of a liquidity event or exercise of the Put. Similarly an exit strategy
Z
needs to be devised for. Michael to receive fair market value shouid he wish to exit the
M
fu**-*-rrffi-saE's-jusrines
an annual fee of $S#risn. .
rr
8. I'm not sure of the
justification for Goldman Sachs to confrol the Board with five
rr\,t
of seven Board seats, glving Michael only two. Whatever the Board membership, Michael
DL-
should have some control over the management and operation of the venture.
9. The letter of intent imposds broad exclusivity obligations on Michael and none on
Goldman Sachs. We should discuss this.
10. There should probably be confidentiality obligations imposed on Goldman Sachs
since Michael is disclosing confidential information.
11. Finally, with all due respect, it does not make sense to Michael to tie you in as
manager of Mijac as a condition of the loan. Your valuabie contributions shouid be rewarded
without interposing you as a condition to Michael's relationship with the bank.
I am sure there are other issues that need to be addressed if this goes to long-form.
I look forward to discussing this with you.
JGB/Ia
Cc: Alvin Malnik
John McClain
Zia Modabber, Esq.
Rene Ghadimi, Esq.
Karen Langford
IGBn-A,n2006Ltf99.0
venfure.