PLATINUM ENTERTAINMENT, INC.
REVOLVING CREDIT NOTE
$10,000,000 December 12, 1997
For value received on the Revolving Credit Termination Date, the
undersigned, Platinum Entertainment, Inc., a Delaware corporation (the
"COMPANY"), and Intersound, Inc., a Delaware corporation ("INTERSOUND") (the
Company and Intersound being hereinafter referred to collectively as the
"BORROWERS"), hereby jointly and severally promise to pay to the order of
Bank of Montreal (the "LENDER"), at the principal office of Bank of Montreal
in Chicago, Illinois (i) the principal sum of Ten Million Dollars
($10,000,000), 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 Borrowers 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, by and among the Borrowers,
certain Subsidiaries of the Company, Bank of Montreal individually and as
Administrative 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
Borrowers by the Lender under the Revolving Credit provided for under the
Credit Agreement and the Borrowers hereby jointly and severally promise 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 a 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 Borrowers agree 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 Borrowers 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 Borrowers hereby waive presentment for payment.
PLATINUM ENTERTAINMENT, INC.
By /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
INTERSOUND, INC.
By /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President
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