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Jackson's $70-Mil Loan...Trustee Malnik, BofA Note and Sony

Jackson's $70-Mil Loan...Trustee Malnik, BofA Note and Sony

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Published by The Wrap

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Published by: The Wrap on Nov 23, 2010
Copyright:Attribution Non-commercial

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11/17/2012

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,
ACTION
BY
WRITTEN
CONSENTOF
TIIE
BENEFICIARY
OF
MJPUBLISHING
TRUSTThe
undersigned,
being
the
Beneficiary
ofMJ
Publishing
Trust,atrust(the
"Trust)
formedpursuant
to
the
Third
Amended
andRestated
Trust
Agreement,
dated
as
of
September
29'
1999
(the
"Trust
Agreement"),
between
theundersigned,
as
Beneficiary,
John
Branca
and
Myung-Ho
i""*
original
Co-Tmstees,
andCommonwealth
Trust
Company,as
Administrative
Trustee
does
hereby
adopt
the
following
resolutions
and
consent
to
the
actionsauthorized
thereby
pursuant
to
the
Trust
Agreement:
ryHEREAS,
Section5.1(a)
of
the
TrustAgreementprovidesthat
it
ittatt
ue
the
joint
dutyof
the
Co-Trustees,
with
theappioval
of
or
at
tG
direction
of
the
Beneficiary,
to
executeand
deliver
any
amendments,
modiications
or
supplements
to
theLoanDocuments
(as
defined
in
theTrustAgreement)
in
the
r"qp;ctiv"
formsAeiivered
fromtimetotimeto
the
Trust
by
theLenders
(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
theTrust,
andcertain
related
documents
to
the
Trist
which
amends
and
restates
theAmended
and
Restated
LoanAgreement,
dated
as
of
January
6,2003,by
and
between
theTrust
andthe
Bank;
and
WHEREAS,
the
Beneficiary
desires
to
authori
ze,
approveand
direct
theCo-Trustees
of
the
Trust
to
enter
into,
onbehalf
of
tireTrust,
the
AmendedLoanAgreement
and
related
agreements
with
the
Bank.
NOW,
THEREFORE,
be
it
herebY
RESOLVED,
that
the
Trust
enter
into
theAmended
Loan
Agreement
in,or
substantially
in,
the
form,
and
containing
substantiallythe
terms
and
provisions
of
the
Amended
Loan
Agreementannexed
hereto
as
ixhibit
A,
and
that
the
form
terms
and
provisions
of
the
Amended
LoanAgreement
are,
in
all
respects,
approved
and
adopted,
and
that
AlvinMalnik
andJohn
McClain,
as-Co=Trustees
of
the
Trust,
be,
-and
theyhereby
are,authorized,empowered
and directed
toexecuteand
deliver,onbehalf
of
theTrust,the
Amended
Loan
Agreement
to
the
Lenders,
as
well
as
any
agreements,
instruments,documents,certificates
and
reportsrequired
or
contemplat.i
uyttr"
AmendedLoanAgreement,
including,without
limitation,
AmendmentNo.
2.to
SecurityAgreement(the
"security
Agreement
Amendment");
and
the
Third
Amended
and
Restated
promissory
Wote
(ttre
"Note'),with
such
changes
therein
or
modificationsthereof
as
suchCo-Trustees,
bytheirexecution
and
deliverythereof,shall
approve,and
RESOLVED,
that
the Co-Trustees,
Administrative
Trustee
(as
defined
in
the
Trust
Agreement)
and
other
agents,representativesandemployees
of
theTrustbe,
and
they
hereby
ate,
authoized,
l
l 165589.03
 
empowered
and directed
to
take
all
such
action
and
tocertificates
andotherdocuments,
in
the
name
of
and
oncostsand
expensesas
they
all
approve
as
necessaryoraccomplishthe
purpose
of
theforegoingresolution
and
thetaking
of
suchactions
and
the
execution,
delivery,
andotherdocumentsto be conclusiveevidence
of
such
IN
WITNESS
WHEREOF,
theundersignedhas
ex
of
August2003.
all
such
all
such
intent
and
r
I
I
65589.03
 
THIRD
AMENDEDAND RESTATED
PROMISSORY
NOTE
$70,000,000Dated
August
18,2003
Originally
Issued September
29,
1999
First Amendment
and Restatement
as
of
December
15,
2000Second
Amendment
and
RestatementJanuary
6,2003
.
FOR
VALUE
RECEIVED,
theundersigned,
MJ Publishing
Trust
(the
"Eggower"),
HEREBY
PROMISESTO
PAY
to
the order
of
BANK
OF
AMERICA,
N.A.,
its
successorsandassigns
(the
"B44!"),
at the
Bank's
office
at767
Fifth
Avenue,
Floor
12A,
NewYork,
New
York
10153,
or
at
suchotherplace
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 thenoutstandingLoans
(as
definedin
the Loan Agreement
hereinafter
referredto)made
by
the
Bank
to the
Borrower
pursuant
to
the
Loan
Agreement
(as
definedbelow),
together
withall
accrued
and
unpaidinterest thereon,on the
Termination
Date
(as
definedin
the
Loan
Agreement).
Capitalizedterms
used
herein
without
definition
are
used
herein
as
definedin
theSecondAmended
and Restated
Loan Agreement,
dated
as
of August 18,2003,
betweenthe
Bank
and
the
Borrower,
as
the
same
may
beamended,
restated,
modified
or supplemented
fromtime
to
time
(the
"LeAllAgrcgmen!").
The
rate at
which
interest
shall
accrue
hereundershallbeequal
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
principalof
andinterest
oneach
Loan
and
any otheramounts
owing
hereunder or under the other
LoanDocuments
shallbearinterest,payableondemand,
at
a
rateperannum
equal
to the
sum
of(x)
the
Prime
Rateand
fourpercent(4%)
per
annum.The
"Prime
Rate"
is the
flucfuating
"prime
rate"
of
interestestablished
by
the
Bankfrom time
to
time,
at
its discretion,
whether or
not
suchrate shall
be
otherwise
published.
The
Prime
Rateisestablished
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
shalltake
effect simultaneously
with
thecorresponding
change
in Adjusted
LIBOR
or
in
the
Prime
Rate,
as
the
case
may
be.
Notwithstanding
any
provisionof
this
Note,
the
Bank
does
not intend to
chargeand
the
Borrower
shallnot
be
required
to
pay
any amount
of
interest
orother
charges
in
excess
of
the
maximumpermittedby
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
creditedagainst
principal,
at the
optionof
the
Bank.
Unlessotherwise
indicated,
interest
at theRate
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.Interestaccrued on the
principal
amount
of
each
Loan
shall
be
paid
on thelastBusiness
Day
of
each
Interest Period,
with
a
final
payment
of all
unpaid
interest
due onthe
Termination
Date.
Doc#:NY6:526583.3

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