PLATINUM ENTERTAINMENT, INC.
TERM CREDIT NOTE
$20,000,000 December 12, 1997
For value received, 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 the principal sum
of Twenty Million Dollars ($20,000,000), 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
$1,818,181.82 per installment and the last such installment to be in an
amount equal to $1,818,181.80 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, 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 or to be made to the
Borrowers by the Lender under the Term Credit provided for under the Credit
Agreement and the Borrowers hereby jointly and severally promise 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 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
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 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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