PLATINUM ENTERTAINMENT, INC.
TERM CREDIT NOTE
$25,000,000 January 31, 1997
For value received, the undersigned, Platinum Entertainment, Inc., a
Delaware corporation (the "COMPANY"), hereby promises to pay to the order of
Bank of Montreal (the "BANK"), at the principal office of Bank of Montreal in
Chicago, Illinois the principal sum of Twenty-Five Million Dollars
($25,000,000), in a single installment due on the Term Credit Maturity Date.
This Note evidences indebtedness constituting the "BASE RATE PORTION" and
"LIBOR PORTIONS" as such terms are defined in that certain Credit Agreement
dated as of January 31, 1997, by and among the Company, Bank of Montreal
individually and as Agent and certain lenders which are or may from time to time
become parties thereto (the "CREDIT AGREEMENT") made and to be made to the
Company by the Bank under the Term Credit provided for under the Credit
Agreement and the Company hereby promises to pay interest at the office
specified above on the loan evidenced hereby at the rates and times specified
therefor in the Credit Agreement. Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Credit Agreement, and
this Note is subject to the terms of the Credit Agreement.
Any repayment of principal hereon, the status of the indebtedness evidenced
hereby from time to time as part of the Base Rate Portion or a LIBOR Portion and
the interest rates and interest periods applicable thereto shall be endorsed by
the holder hereof on the reverse side of this Note or recorded on the books and
records of the holder hereof (provided that such entries shall be endorsed on
the reverse side hereof prior to any negotiation hereof) and the Company agrees
that in any action or proceeding instituted to collect or enforce collection of
this Note, the entries so endorsed on the reverse side hereof or recorded on the
books and records of the Bank shall be PRIMA FACIE evidence of the unpaid
balance of this Note and the status of the indebtedness evidenced hereby loan
from time to time as part of a Base Rate Portion or a LIBOR Portion and the
interest rates and interest periods applicable thereto.
This Note is issued by the Company under the terms and provisions of the
Credit Agreement and is secured, inter alia, by certain security agreements and
other instruments and documents from the Company and certain of its
Subsidiaries, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, equally and
ratably with all other indebtedness thereby secured, to which reference is
hereby made for a statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity upon the occurrence of an Event of
Default specified in the Credit Agreement, voluntary prepayments may be made
hereon, and certain prepayments are required to be made hereon, all in the
events, on the terms and with the effects provided in the Credit Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAW.
The Company hereby waives presentment for payment.
PLATINUM ENTERTAINMENT, Inc.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Its CEO
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