PLATINUM ENTERTAINMENT, INC.
FIRST AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Bank of Montreal
Ladies and Gentlemen:
The undersigned, Platinum Entertainment, Inc., a Delaware corporation
(the "COMPANY") refers to the Credit Agreement dated as of December 12, 1997,
currently in effect between the Company and the Lenders party thereto (the
"CREDIT AGREEMENT"). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit
Agreement.
The Company and the Lenders wish to amend the Credit Agreement to (i)
remove Intersound as a Borrower, (ii) replace Bank of Montreal as a Lender
with Xxxxxx Trust and Savings Bank as a Lender, (iii) substitute Xxxxxx Trust
and Savings Bank as Administrative Agent and as Syndication Agent in place of
Bank of Montreal, and (iv) make certain other amendments to the Credit
Agreement, all on the terms and conditions set forth in this agreement
(herein, the "AMENDMENT").
1. MERGER OF INTERSOUND AND CHANGE IN FISCAL YEAR
(a) The Company hereof represents to the Administrative Agent and the
Lenders that in accordance with Section 8.17(b) of the Credit Agreement,
Intersound has merged with and into the Company, with the Company being the
corporation surviving such merger. As a result of such merger, (i) the
Company is the only Borrower, (ii) the Company has assumed and is now
directly liable on, among other things, those Obligations for which
Intersound was liable immediately prior to the merger, to the same extent and
with the same force and effect, as if the Company had originally been liable
for such Obligations and (iii) the Company has succeeded to all the Property
of Intersound, including without limitation the Collateral. The Company
hereby repeats and reaffirms its promise to pay the Obligations (including
those assumed by it as a result of the merger) in accordance with the terms
of the Loan Documents. The Company acknowledges and agrees that the
Collateral acquired by it from Intersound as a result of the merger was so
acquired subject to the Liens created and provided for by the Collateral
Documents. All references to Intersound as a Borrower in the Credit
Agreement shall now be deemed references instead to the Company.
(b) The Company has informed the Administrative Agent and the Lenders
that on February 26, 1998 the Company and its Subsidiaries changed each of
their respective fiscal years from a year ended May 31 to a year ended
December 31 (the "YEAR CHANGE"). By virtue of the Year Change, the Company
was not in compliance with Section 8.22 of the Credit Agreement. The
Administrative Agent and the Lenders hereby waive compliance
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with Section 8.22 of the Credit Agreement to the extent, and only to the
extent, such Section would otherwise disallow the Year Change, PROVIDED THAT
this waiver shall not become effective unless and until the conditions
precedent set forth in Section 4 hereof have been satisfied. Furthermore,
the parties hereto agree that any references appearing in the Credit
Agreement (including, without limitation, Sections 5, 8.10, 8.12, 8.13 and
8.14) to any fiscal period of the Loan Parties shall be deemed to refer to
the actual calendar date or calendar period, as the case may be,
corresponding to such fiscal period based on the Company's fiscal year prior
to the Year Change (that is, a fiscal year ended December 31).
2. REMOVAL OF BANK OF MONTREAL AND REPLACEMENT BY XXXXXX TRUST AND SAVINGS
BANK
(a) Upon satisfaction of the conditions precedent set forth in Section 4
hereof, Bank of Montreal (hereinafter referred to as the "DEPARTING LENDER")
shall cease to be a Lender under the Credit Agreement and shall have no rights
or obligations (including its Commitments) thereunder. In replacement of the
Departing Lender, Xxxxxx Trust and Savings Bank (the "NEW LENDER") shall assume
the role of a Lender and shall have all the rights and, from and after the date
this Amendment becomes effective, obligations previously held by the Departing
Lender (including its Commitments) under the Credit Agreement, PROVIDED that it
is expressly acknowledged and agreed that the New Lender shall not be liable for
any acts or omissions of the Departing Lender. The parties hereto (i) consent
to such termination of the Departing Lender's Commitments, (ii) consent to such
replacement by the New Lender and the New Lender's Commitments and (iii) agree
that all references in the Loan Documents, and any other instrument or document
related or supplementary thereto to the Lenders or any Lender shall replace the
Departing Lender with the New Lender.
(b) Upon satisfaction of the conditions precedent set forth in Section 4
hereof, Bank of Montreal (hereinafter referred to as the "DEPARTING AGENT")
shall cease to be Administrative Agent and Syndication Agent under the Credit
Agreement and, except as set forth below, (i) the Departing Agent shall have no
further obligations thereunder and (ii) the Company shall have no further
obligations to the Departing Agent (except the obligations that by their terms
specifically survive the departure of a Lender or an Agent from the Credit
Agreement). In replacement of the Departing Agent, Xxxxxx Trust and Savings
Bank (the "NEW AGENT") shall assume the role of Administrative Agent and
Syndication Agent under the Credit Agreement and shall have all the rights and,
from and after the date this Amendment becomes effective, obligations previously
held by the Departing Agent thereunder, PROVIDED that it is expressly
acknowledged and agreed that the New Agent shall not be liable for any acts or
omissions of the Departing Agent. The parties hereto (i) consent to the
resignation of the Departing Agent as Administrative Agent and Syndication Agent
under the Credit Agreement, (ii) consent to the New Agent as the successor
Administrative Agent and Syndication Agent under the Credit Agreement and
(iii) agree that all references in the Credit Agreement and any other Loan
Document to the Administrative Agent and Syndication Agent shall replace the
Departing Agent with the New Agent.
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3. AMENDMENTS.
Upon satisfaction of the conditions precedent set forth in Section 4
hereof, the Credit Agreement shall be and hereby is amended as follows:
(a) All references in the Credit Agreement (including the signature page
and all Exhibits thereto) to the Departing Lender shall be stricken and replaced
with corresponding references to the New Lender.
(b) The definition of "ADMINISTRATIVE AGENT" appearing in the introductory
paragraph and Section 5 of the Credit Agreement shall be amended by deleting
reference to "Bank of Montreal" and inserting "Xxxxxx Trust and Savings Bank" in
lieu thereof, so that from and after the effective date of this Amendment Xxxxxx
Trust and Savings Bank shall act as Administrative Agent for the Lenders.
(c) The definition of "SYNDICATION AGENT" appearing in the introductory
paragraph and Section 5 of the Credit Agreement shall be amended by deleting
reference to "Bank of Montreal" and inserting "Xxxxxx Trust and Savings Bank" in
lieu thereof, so that from and after the effective date of this Amendment Xxxxxx
Trust and Savings Bank shall act as Syndication Agent for the Lenders.
(d) The first sentence of Section 2.7(b) shall be amended and as so
amended shall be amended and restated in its entirely to read as follows:
Within forty-five (45) days after March 31 and September 30 of each year
(commencing with September 30, 1998), the Borrowers shall pay over to the
Administrative Agent for the account of the Lenders as and for a mandatory
prepayment on the Term Loan an amount equal to 66-2/3% of Consolidated Excess
Cash Flow for the six months ended such March 31 or September 30 date, as the
case may be; PROVIDED, HOWEVER, that no such prepayment is required if the
Consolidated Excess Cash Flow for such six-month period is less than or equal to
$150,000.
(e) The definition of "LEVERAGE RATIO" appearing in Section 5 of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
""LEVERAGE RATIO" means, as of any time the same is to be determined,
the ratio of Consolidated Funded Debt at such time to Consolidated
EBITDA for the then four most recently completed calendar quarters;
PROVIDED, HOWEVER, that:
(a) the Leverage Ratio as of June 30, 1998 shall mean the ratio
of (x) Consolidated Funded Debt at such time to (y) the quotient which
results by dividing (i) Consolidated EBITDA for the two calendar
quarters then ended by (ii) 0.50;
(b) the Leverage Ratio as of September 30, 1998 shall mean the
ratio of (x) Consolidated Funded Debt at such time to (y)
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the quotient which results by dividing (i) Consolidated EBITDA for the
three calendar quarters then ended by (ii) 0.75."
(f) The definition of "LIBOR CONDITION" appearing in Section 5 of the
Credit Agreement shall be amended and restated in its entirety to read as
follows:
""LIBOR CONDITION" shall mean the satisfaction on or at any time after
September 30, 1998 of all of the following conditions:
(a) the Leverage Ratio for the then two most recently completed
consecutive calendar quarters shall be less than 3.00 to 1;
(b) the Interest Coverage Ratio shall have been at least 3.00 to
1 as of the close of the same two calendar quarters;
(c) no Default or Event of Default shall exist as of the date on
which the other conditions have been satisfied; and
(d) the Administrative Agent and the Lenders shall have received
such assurances as they may reasonably require to confirm the
satisfaction of the above conditions (it being understood and agreed
that a certificate of the chief financial officer of the Company to
the effect that the foregoing conditions have been satisfied, together
with the computations confirming such satisfaction, shall be
sufficient for the foregoing purposes).
The LIBOR Condition shall be deemed satisfied permanently once the
above conditions have been met."
(g) The definition of "REVOLVING CREDIT TERMINATION DATE" appearing in
Section 5 of the Credit Agreement shall be amended by deleting the reference to
"2.9" appearing therein and inserting "2.8" in lieu thereof.
(h) Section 1.5(a) of the Credit Agreement shall be amended by (i) adding
"(i) VOLUNTARY." between "(a)" and "The" appearing at the beginning of such
Section and (ii) adding the following as a new Section 1.4(a)(ii):
"(ii) AUTOMATIC. The Borrower hereby irrevocably authorizes
the Administrative Agent alone (in accordance with Section 3.6(e)
hereof), or, alternatively, each Lender to make its pro rata share of,
a Revolving Loan constituting part of the Domestic Rate Portion on
each Business Day in an amount equal to the lesser of (i) the amount
of credit available that Business Day to the Borrower in compliance
with the Borrowing Base requirements of this Agreement and (ii) the
aggregate face amount of checks drawn against the Borrower's general
operating account with the
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Bank clearing such account for payment on that Business Day (the
"BORROWER'S DAILY CASH REQUIREMENT"). The Borrower shall be deemed to
have irrevocably requested such a Revolving Loan in such amount, and the
Administrative Agent or the Lenders (as the case may be) agree to make
such Revolving Loan, if and so long as the provisions of Section 7
hereof have been satisfied and (in the case of such a Revolving Loan to
be made by the Lenders) the Administrative Agent shall have notified the
Lenders of the amount of such Revolving Loan no later than 11:30 a.m.
(Chicago time) on the date such Revolving Loan is to be made. The
parties hereto agree that the foregoing authorization shall be deemed to
be a continuing request by the Borrower for the advance of Revolving
Loans that is repeated on each Business Day on which the amount of the
Borrower's Daily Cash Requirement is greater than zero. Accordingly,
each advance by Administrative Agent or the Lender under this Section
1.5(a)(ii) shall be deemed to have been made in response to a request
therefor by the Borrower. No telephonic or written confirmation of such
a deemed request for a Revolving Loan need be made unless and to the
extent that the Administrative Agent or any Lender shall so require."
(i) Sections 8.9, 8.10, 8.11, 8.12, 8.13 and 8.14 shall be amended and
restated in their entirety to read as follows:
"SECTION 8.9. CONSOLIDATED NET WORTH. The Company will, as of
the close of each calendar quarter, maintain Consolidated Net Worth of
not less than the Minimum Required Amount. For purposes thereof, the
term "MINIMUM REQUIRED AMOUNT" shall mean (a) $17,000,000 through
March 31, 1998, and (b) shall increase (but never decrease) as of each
monthly accounting period of the Company ending on or about April 30,
1998 and as of the last day of each month occurring thereafter, in
each case by an amount equal to 50% of Net Income (if positive) for
the month then ended.
SECTION 8.10. LEVERAGE RATIO. The Company shall, as of the last
day of each calendar quarter occurring during a period specified
below, maintain the Leverage Ratio so as not to be more than the
amount set forth below:
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LEVERAGE
RATIO SHALL NOT BE
FROM AND INCLUDING: TO AND INCLUDING: MORE THAN:
June 30, 1998 September 29,1998 5.00 to 1
September 30, 1998 December 30, 1998 4.00 to 1
December 31, 1998 March 30, 1999 3.50 to 1
March 31, 1999 June 29, 1999 3.00 to 1
June 30, 1999 At all times thereafter 2.50 to 1
SECTION 8.11. CONSOLIDATED WORKING CAPITAL. The Company shall
not at any time permit Consolidated Working Capital to be less than
$1,000,000.
SECTION 8.12. INTEREST COVERAGE RATIO. The Company shall, as of
the close of each fiscal quarter of the Company specified below,
maintain the ratio of Consolidated EBITDA for the fiscal quarter of
the Company then ended to Cash Interest Expense for the same fiscal
quarter then ended (the "INTEREST COVERAGE RATIO") so as not to be
less than the amount set forth below:
INTEREST COVERAGE
FROM AND TO AND RATIO SHALL NOT BE
INCLUDING INCLUDING LESS THAN:
March 31, 1998 June 29, 1998 1.20 to 1
June 30, 1998
September 29,1998 3.00 to 1
September 30, 1998 December 30, 1998 3.50 to 1
December 31, 1998 At all times thereafter 4.00 to 1
SECTION 8.13. FIXED CHARGE COVERAGE RATIO. The Company shall,
as of the close of each calendar quarter occurring during a period
specified below, maintain the ratio (the "FIXED CHARGE COVERAGE
RATIO") of (x) Consolidated EBITDA for the calendar quarter ended such
date to (y) the sum of (i) Cash Interest Expense for such calendar
quarter, (ii) Current Maturities as of the close of such calendar
quarter but excluding, however, to the extent otherwise included, the
final installment on the Term Notes, (iii) Capital Expenditures during
the same such calendar quarter and (iv) taxes on or measured by income
or excess profits payable in cash during the same calendar quarter by
the Company and its Subsidiaries so as not to be less than the amount
set forth below:
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FIXED CHARGE COVERAGE
FROM AND TO AND RATIO SHALL NOT BE
INCLUDING INCLUDING LESS THAN:
March 31, 1998 June 29, 1998 1.00 to 1
June 30, 1998 September 29, 1998 1.05 to 1
September 30,1998 March 30, 1999 1.50 to 1
March 31, 1999 June 29,1999 1.25 to 1
June 30, 1999 December 30, 1999 1.50 to 1
December 31, 1999 At all times thereafter 2.00 to 1
SECTION 8.14. CAPITAL EXPENDITURES. The Company shall not and
shall not permit its Subsidiaries to expend or become obligated for
Capital Expenditures during any calendar year for the Company and its
Subsidiaries taken together in excess of the amount set forth for such
calendar year below:
CAPITAL EXPENDITURES SHALL NOT
DURING FISCAL YEAR EXCEED:
Ending on or about December 31, 1998 $1,250,000
Each calendar year thereafter Maximum Permitted Amount
For purposes thereof, the term "MAXIMUM PERMITTED AMOUNT" shall mean
(i) for the calendar year ending on December 31, 1999, the sum of (x)
$500,000 plus (y) the amount (if any) by which the actual Capital
Expenditures for the immediately preceding calendar year were less
than $1,250,000; (ii) for the calendar year ending on December 31,
2000, the sum of (x) $500,000 plus (y) the amount (if any) by which
the actual Capital Expenditures for the immediately preceding two
calendar year, taken together, were less than $1,750,000; (iii) for
the calendar year ending on December 31, 2001, the sum of (x) $500,000
plus (y) the lesser of $500,000 or the amount (if any) by which the
actual Capital Expenditures for the calendar year ending on
December 31, 2000 were less than the Maximum Permitted Amount for the
calendar year ending December 31, 2000; and (iv) for each calendar
year thereafter, the sum of (x) $500,000 plus (y) the amount (if any)
by which the actual Capital Expenditures for the immediately preceding
calendar year were less than $500,000."
(i) Section 8.22 of the Credit Agreement shall be amended by deleting the
reference to "May 31" appearing therein and inserting "December 31" in lieu
thereof.
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(j) Exhibit A, Exhibit B, Exhibit C and Schedule 6.3 to the Credit
Agreement shall be amended and restated in their entirety and as so amended
shall be restated to read as set forth on Exhibit A, Exhibit B, Exhibit C and
Schedule 6.3 respectively hereto.
4. CONDITIONS PRECEDENT.
The effectiveness of this Amendment shall be subject to satisfaction of all
of the following conditions precedent:
(a) The New Agent shall have received counterparts hereof signed by the
Company, the Departing Agent and the Departing Lender.
(b) The New Agent shall have received (i) an Assignment and Acceptance
agreement dated as of even date herewith, executed by the Company, the New
Lender, the New Agent and the Departing Lender and (ii) new Notes in the forms
of Exhibits A and B to this Amendment payable to the order of the New Lender
and, in the case of the Revolving Credit Note evidencing Revolving Loans, in the
face principal amount of its Revolving Credit Commitment after giving effect to
this Amendment, such new Revolving Credit Note to constitute "REVOLVING CREDIT
NOTES" for all purposes of the Credit Agreement upon the New Agent's receipt of
the same.
(c) The New Agent shall have received, for return to the Company, the
existing Notes heretofore issued to the Departing Lender.
(d) The Company shall have paid to the Departing Agent and to the
Departing Lender all accrued and unpaid interest and fees through but not
including March 31, 1998.
(e) The New Agent shall have received such (i) UCC financing statements
and (ii) amendments to the Collateral Documents and UCC financing statements as
it requests reflecting the changes contemplated hereby, each to be satisfactory
to the New Agent as to form and substance.
(f) The Company shall have delivered to the New Agent (i) a certificate of
good standing for the Company from the state of its incorporation dated no
earlier than March 31, 1998 within seven day of the date hereof, and (ii) such
evidence as the New Agent requests of (x) Intersound's merger into the Company
and (y) the dissolution of the following Subsidiaries of the Company: River
North Records, Inc., CGI Records, Inc., Light Records, Inc. and The Recording
Experience, Inc.
(g) All legal matters incident to the execution and delivery of this
Amendment and the instruments and documents contemplated hereby shall be
satisfactory to the Lenders and their counsel; and the New Agent shall have
received the signed Certificate of the Secretary or an Assistant Secretary of
the Company, dated the date hereof, certifying (i) a true and correct copy of
resolutions adopted by the Board of Directors of the Company authorizing or
ratifying the execution, delivery and performance of this Amendment and the
other instruments and documents called for above, authorizing the issuance by
the Company of the new Notes and (ii) the incumbency and specimen signatures of
officers of the Company
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executing the documents referred to in clause (i) above and any other
documents delivered to the New Agent in connection with this Amendment.
(h) Each Subsidiary shall have executed and delivered to the New Agent its
consent to this Amendment in the form set forth below.
5. REPRESENTATIONS.
The Company hereby represents and warrants to the New Agent and the Lenders
(including the New Lender) that as of the date hereof:
(a) no Event of Default shall have occurred or be continuing on such
date or would result from the effectiveness of this Amendment;
(b) all representations and warranties on the part of the Company
contained in the Credit Agreement, the other Loan Documents, and in each
certificate, letter or other writing or instrument furnished or delivered
to any Lender, the Administrative Agent, or the Syndication Agent pursuant
thereto or in connection therewith are true and correct in all material
respects at and as of such date as though made on and as of such date
(except to the extent that such representations and warranties relate
solely to an earlier date or as to matters previously disclosed to the
Lenders); and
(c) all conditions to making a Loan listed in Section 7 of the Credit
Agreement are and shall remain satisfied as of such date, whether or not
any Loan is then requested or made.
6. MISCELLANEOUS.
(a) Upon satisfaction of all of the conditions precedent set forth in
Section 4 hereof, the New Agent shall return to the Company the Notes received
by the New Agent pursuant to Section 4(c) hereof (after the New Agent shall have
marked the same as "Replaced" or "Canceled" or marked with words of similar
import).
(b) Except as specifically amended hereby, all of the terms, conditions
and provisions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, a
reference to the Credit Agreement in any of such items to be deemed to be a
reference to the Credit Agreement as amended hereby.
(c) The Company agrees to pay on demand all reasonable out-of-pocket costs
and expenses of the New Agent (including the fees and expenses of counsel for
the New Agent) incurred in connection with the negotiation, preparation,
execution and/or delivery of this Amendment and the other instruments or
documents contemplated hereby or to be delivered hereunder. This Amendment may
be executed in counterparts and by separate parties hereto on separate
counterparts, each to constitute an original but all to constitute but one and
the same instrument. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of Illinois.
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[SIGNATURE PAGES TO FOLLOW]
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Dated this 31st day of March, 1998.
PLATINUM ENTERTAINMENT, INC.
By /s/ Xxxxx Xxxxxx
---------------------------------
Its CEO
---------------------------------
Accepted and agreed to as of the date and year last above written.
XXXXXX TRUST AND SAVINGS BANK,
individually and as Administrative Agent
and as Syndication Agent
By /s/ Xxxxxxx X. Xxxx
---------------------------------
Its Vice President
---------------------------------
Mailing Address:
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset Based Lending Group
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
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Acknowledged and agreed to as of the date last above written. Upon the
execution and delivery of this Amendment by each of the parties hereto and
satisfaction of the conditions set forth in Section 3 above, the Departing
Agent further agrees to: (i) deliver to the New Agent the loan and security
documentation in the Departing Agent's possession, including an executed
original counterpart of each of the Loan Documents, and all amendments,
modifications and waivers entered into or otherwise delivered in connection
therewith, together with copies of all resolutions, good standing
certificates, organizational documents, regulatory approvals and opinion
letters delivered in connection therewith, (ii) deliver to the New Agent
original file stamped copies of all UCC financing statements in the Departing
Agent's possession, together with all amendments, assignments and
continuations thereof, (iii) execute and deliver to the New Agent UCC-3
assignment filings assigning all rights, title and interest in each financing
statement running in favor of the Departing Agent to the New Agent, (iv)
deliver to the New Agent for cancellation its Notes, (v) deliver to the New
Agent intellectual property assignment filings assigning all rights, title
and interest in each patent and trademark assignment filing running in favor
of the Departing Agent to the New Agent, and (vi) execute and deliver such
other instruments and documents, including additional instruments of
assignment and/or transfer, as the Borrowers or the New Agent may reasonably
request pursuant to the Credit Agreement and/or the other Loan Documents to
more fully vest in the New Agent the rights of the Departing Agent.
BANK OF MONTREAL, individually as a
Departing Lender and as Departing Agent
By /s/ Xxxx Xxxxxxx
---------------------------------
Its Director
---------------------------------
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EXHIBIT A
PLATINUM ENTERTAINMENT, INC.
REVOLVING CREDIT NOTE
$______________ March ___, 1998
For value received on the Revolving Credit Termination Date, the
undersigned, Platinum Entertainment, Inc., a Delaware corporation (the
"BORROWER") hereby promises to pay to the order of
_______________________________ (the "LENDER"), at the principal office of
Xxxxxx Trust and Savings Bank in Chicago, Illinois (i) the principal sum of
____________________________ Dollars ($_________), or (ii) such lesser amount
as may at the time of the maturity hereof, whether by acceleration or
otherwise, be the aggregate unpaid principal amount of all Revolving Loans
owing from the Borrower to the Lender under the Revolving Credit provided for
in the Credit Agreement hereinafter mentioned.
This Note evidences indebtedness constituting the "DOMESTIC RATE PORTION"
and "LIBOR PORTIONS" as such terms are defined in that certain Credit Agreement
dated as of December 12, 1997, currently by and among the Borrower, certain
Subsidiaries of the Borrower, Xxxxxx Trust and Savings Bank individually and as
Administrative Agent and certain lenders which are or may from time to time
become parties thereto (as amended, the "CREDIT AGREEMENT") made and to be made
to the Borrower by the Lender under the Revolving Credit provided for under the
Credit Agreement and the Borrower hereby promises to pay interest at the office
specified above on each 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.
Each loan made under the Revolving Credit provided for in the Credit
Agreement by the Lender to the Borrower against this Note, any repayment of
principal hereon, the status of each such loan from time to time as part of the
Domestic 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 Borrower 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 Lender shall be PRIMA FACIE evidence of the unpaid balance of this Note and
the status of each such loan from time to time as part of the Domestic Rate
Portion or a LIBOR Portion and the interest rates and interest periods
applicable thereto.
This Note is issued by the Borrower 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 Borrower 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 Borrower hereby waives presentment for payment.
PLATINUM ENTERTAINMENT, INC.
By
-----------------------------
Name: Xxxxxx Xxxxxx
Title: President
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EXHIBIT B
PLATINUM ENTERTAINMENT, INC.
TERM CREDIT NOTE
$______________ March __, 1998
For value received, the undersigned, Platinum Entertainment, Inc., a
Delaware corporation (the "BORROWER") hereby promises to pay to the order of
__________________________ (the "LENDER"), at the principal office of Xxxxxx
Trust and Savings Bank in Chicago, Illinois the principal sum of
_______________________________ Dollars ($_________), in installments as
follows: eleven (11) consecutive quarterly installments (commencing on June
1, 1998 and continuing on the first day of each September, December, March
and June occurring thereafter to and including December 1, 2000) with all
such installments (except the last such installment) to be in an amount equal
to $_____________ per installment and the last such installment to be in an
amount equal to $______________ which shall be the full amount of the then
unpaid principal balance of this Note.
This Note evidences indebtedness constituting the "DOMESTIC RATE PORTION"
and "LIBOR PORTIONS" as such terms are defined in that certain Credit Agreement
dated as of December 12, 1997, currently by and among the Borrower, certain
Subsidiaries of the Borrower, Xxxxxx Trust and Savings Bank individually and as
Administrative Agent and certain lenders which are or may from time to time
become parties thereto (as amended, the "CREDIT AGREEMENT") made or to be made
to the Borrower by the Lender under the Term Credit provided for under the
Credit Agreement and the Borrower 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 indebtedness evidenced
hereby from time to time as part of the Domestic 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 Borrower
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 Lender shall be PRIMA FACIE evidence of
the unpaid balance of this Note and the status of indebtedness evidenced hereby
from time to time as part of the Domestic Rate Portion or a LIBOR Portion and
the interest rates and interest periods applicable thereto.
This Note is issued by the Borrower 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 Borrower 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 Borrowers hereby waive presentment for payment.
PLATINUM ENTERTAINMENT, INC.
By
--------------------------
Name: Xxxxxx Xxxxxx
Title: President
-2-
SCHEDULE 6.3
SUBSIDIARIES
JURISDICTION OF INCORPORATION PERCENTAGE
NAME OR ORGANIZATION OWNERSHIP
Lexicon Music, Inc. Delaware 100%
JustMike Music, Inc. Delaware 100%
Peg Publishing, Inc. Delaware 100%
Royce Publishing, Inc. Delaware 100%
GUARANTORS' CONSENT
Each of the undersigned has heretofore guaranteed payment of the Notes,
the other Obligations and any Hedging Liability by executing the Credit
Agreement. Each of the undersigned hereby consents to the Amendment to the
Credit Agreement as set forth above and confirms that all of each of the
undersigned's obligations thereunder remain in full force and effect. Each
of the undersigned further agrees that its consent to any further amendments
to the Credit Agreement shall not be required as a result of this consent
having been obtained, except to the extent, if any, required by the Credit
Agreement.
LEXICON MUSIC, INC.
By
------------------------------
Its: President
PEG PUBLISHING, INC.
By
------------------------------
Its: President
JUSTMIKE MUSIC, INC.
By
------------------------------
Its: President
ROYCE PUBLISHING, INC.
By
------------------------------
Its: President
