PLATINUM ENTERTAINMENT, INC.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Bank of Montreal, as Agent
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of January 31, 1997 as amended by that certain First
Amendment to Amended and Restated Credit Agreement dated as of April 22, 1997
and as further amended by that certain Second Amendment to Amended and Restated
Credit Agreement dated as of June 12, 1997 and as further amended by that
certain Third Amendment to Amended and Restated Credit Agreement (the "THIRD
AMENDMENT") dated as of July 31, 1997 (as so amended, the "CREDIT AGREEMENT")
between the undersigned, Platinum Entertainment, Inc., a Delaware corporation
(the "COMPANY"), and you as Agent for the Banks (the "AGENT"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
The Company has requested that each Bank party to the Credit Agreement
extend the maturity of the credit outstanding under the Credit Agreement, and
make certain other corresponding modifications to the Credit Agreement, and the
Banks are willing to do so under the terms and conditions set forth in this
Amendment.
1. AMENDMENTS.
Upon satisfaction of the conditions precedent to the effectiveness hereof
set forth below, the Credit Agreement shall be and hereby is amended as follows:
SECTION 1.01. AMENDED DEFINITIONS. Section 1.1 of the Credit Agreement
shall be and hereby is amended by amending the definitions of "REVOLVING CREDIT
TERMINATION DATE" and "TERM CREDIT MATURITY DATE" and as so amended the
definitions shall be restated in their entirety to read as follows:
"REVOLVING CREDIT TERMINATION DATE" shall mean October 31, 1997, or
such earlier date on which the Commitments are terminated in whole
pursuant to Section 4.5 or Section 9 hereof. THE COMPANY ACKNOWLEDGES AND
AGREES THAT THE BANKS HAVE ABSOLUTELY NO OBLIGATION WHATSOEVER TO EXTEND
THE REVOLVING CREDIT TERMINATION DATE BEYOND OCTOBER 31, 1997.
"TERM CREDIT MATURITY DATE" means the earlier of (i) October 31,
1997, or (ii) such earlier date on which the Commitments are terminated in
whole pursuant to Section 4.5 or Section 9 hereof. THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE BANKS HAVE ABSOLUTELY NO OBLIGATION
WHATSOEVER TO EXTEND THE TERM CREDIT MATURITY DATE BEYOND OCTOBER 31, 1997.
SECTION 1.02. AMENDED EVENTS OF DEFAULT. Sections 9.1(o) and 9.1(p) shall
be and hereby are amended in their entirety to read as follows:
"(o) [Intentionally Deleted]; or
(p) DLJ Capital Funding, Inc. shall withdraw at any time as
manager in the Company's proposed private placement of convertible
preferred stock; or"
SECTION 1.03. AMENDED EVENT OF DEFAULT. Section 9.1(r) of the Credit
Agreement shall be and hereby is amended in its entirety to read as follows:
"(r) By September 30, 1997, the Company shall have failed to make
such filings (such as proxy statements) with the SEC as are necessary under
applicable law to solicit its shareholders' approval of the Company's
issuance of at least an additional 3,000,000 shares of its common capital
stock, and the Agent shall have received assurances reasonably satisfactory
to it of the foregoing; or"
SECTION 1.04. DELETED FINANCIAL COVENANTS. The text of each of Sections
8.10, 8.11 and 8.12 hereof shall be and hereby is amended and as so amended
shall be restated in its entirety to read in each case as follows:
"[Intentionally Deleted]"
2. DEFERRAL OF EXISTING EXTENSION FEE.
As consideration for the Banks' agreements in the Third Amendment, the
Company agreed to pay the Banks an extension fee (the "THIRD AMENDMENT FEE")
equal to $350,000 (representing 1% of the outstanding principal amount as of
July 31, 1997 of the sum of (i) the Term Credit Loans and (ii) the Revolving
Credit Loans). The Third Amendment Fee has been fully-earned and is due on
August 31, 1997. The Company has requested that the Banks defer the Company's
obligation to pay the Third Amendment Fee. Accordingly, effective upon their
acceptance of this Amendment in the space provided for that purpose below, the
Banks agree to defer the Third Amendment Fee such that the same shall be due and
payable on the earlier of (i) October 31, 1997 or (ii) such earlier date on
which the Commitments are terminated in whole pursuant to Section 4.5 or Section
9 of the Credit Agreement.
3. NEW FEES.
As consideration for the Banks' agreements in this Amendment, the Company
agrees to pay to the Agent for (except as indicated below) the ratable account
of the Banks:
(a) an extension fee (the "FOURTH AMENDMENT FEE") equal to
$752,500 (representing two and 15/100 percent (2.15%) of the outstanding
principal amount as of the date hereof of the sum of (i) the Term Credit
Loans and (ii) the Revolving Credit Loans), with 3/43 of such fee being for
the Agent's sole use and benefit; and
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(b) an additional extension fee (the "FINAL FEE") equal to two
percent (2.00%) of the outstanding principal amount as of the Final Fee Due
Date (as hereinafter defined) of the sum of (i) the Term Credit Loans and
(ii) Revolving Credit Loans.
The Fourth Amendment Fee and Final Fee shall be deemed fully-earned upon the
parties' execution of this letter. The Fourth Amendment Fee will be payable on
the earlier of (i) October 31, 1997 or (ii) such earlier date on which the
Commitments are terminated in whole pursuant to Section 4.5 or Section 9 of the
Credit Agreement. The Final Fee shall be due and payable on the date (the
"FINAL FEE DATE") which is the earlier of (i) October 31, 1997 or (ii) the date
on which the Commitments are terminated in whole by reason of an Event of
Default pursuant to Section 9 of the Credit Agreement.
4. WAIVER OF FEES.
In order to induce the Company to repay the Term Credit Loans and the
Revolving Credit Loans as soon as possible, the Banks agree to waive payment of
the Third Amendment Fee, the Fourth Amendment Fee and the Final Fee as follows:
(a) If (i) the Company prepays the principal of the Term Credit Loans
and the Revolving Credit Loans such that the aggregate unpaid principal
balance thereof is $5,000,000 or less on or before September 15, 1997 and
(ii) no Event of Default or Default has occurred and is continuing, then
the Banks hereby waive payment in their entirety of the Third Amendment Fee
and the Fourth Amendment Fee to the same extent as if they had never been
required to have been paid; and
(b) If in circumstances under which the foregoing clause (a) is not
applicable (i) the Company prepays the principal of the Term Credit Loans
and Revolving Credit Loans so as to reduce the aggregate unpaid principal
balance thereof to less than $5,000,000 on or before September 30, 1997
and (ii) no Event of Default or Default has occurred and is continuing,
then the Banks hereby waive all but $50,000 of the Fourth Amendment Fee
to such portion of the Fourth Amendment Fee extent as if such portion of
the Fourth Amendment Fee had never been required to have been paid (the
$50,000 portion of the Fourth Amendment Fee not so waived being for the
Agent's sole use and benefit).
5. WAIVER.
The Banks hereby waive compliance with Section 6.4 of the Credit Agreement
to the extent that the Company's use of not more than $2,000,000 of Loans to
fund a down payment on the so-called K-tel acquisition constituted a breach of
such Section.
The Banks also hereby waive any Event of Default that may have existed
under Section 9.1(r) hereof as such Section was in force and effect prior to
giving effect to this Amendment to the same extent as if such Section did not
exist prior to the effectiveness hereof.
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6. REPRESENTATIONS.
In order to induce each Bank party to the Credit Agreement to execute and
deliver this Amendment, the Company hereby represents to each such Bank that as
of the date hereof and as of the date this Amendment becomes effective, but in
each case after giving effect to this Amendment, (i) the representations and
warranties set forth in Section 6 of the Credit Agreement are and shall be and
remain true and correct (except that the representations contained in Section
6.5 shall be deemed to refer to the most recent financial statements of the
Company audited by Ernst & Young LLP and delivered to the Agent for the account
of the Banks) and (ii) unless specifically waived herein, the Company is in full
compliance with all of the terms and conditions of the Credit Agreement and
(iii) no Default or Event of Default has occurred and is continuing under the
Credit Agreement or shall result after giving effect to this Amendment.
7. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
(a) The Company, the Guarantors, the Agent and each Bank then party
to the Credit Agreement shall have executed and delivered this Amendment.
(b) The Company shall have paid the Agent for its sole use and
benefit and arrangement fee of $50,000.
(c) The Company's representations in Section 5 hereof shall be true
and correct.
(d) The Agent shall have received certified copies of the resolutions
of the Board of Directors of the Company authorizing the execution,
delivery and performance of, and indicating the authorized signers of, this
Amendment and all other documents relating thereto.
(e) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Agent and its counsel.
8. MISCELLANEOUS.
(a) The Company has heretofore executed and delivered to the Agent
that certain (i) Security Agreement (the "SECURITY AGREEMENT"); (ii)
Security Agreement Re: Intellectual Property (the "INTELLECTUAL PROPERTY
SECURITY AGREEMENT"); and (iii) Pledge Agreement (the "PLEDGE AGREEMENT")
each dated as of January 31, 1997 between the Company, the Subsidiary
Guarantors and the Agent and the Company hereby acknowledges and agrees
that, notwithstanding the execution and delivery of this Amendment, the
Security Agreement, the Intellectual Property Security Agreement and the
Pledge Agreement remain in full force and effect and the rights
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and remedies of the Agent thereunder, the obligations of the Company thereunder
and the liens and security interests created and provided for thereunder remain
in full force and effect for the benefit and security of the indebtedness
purported to be secured thereby (including the Loans as modified hereby) and
shall not be affected, impaired or discharged hereby. Nothing herein contained
shall in any manner affect or impair the priority of the liens and security
interests created and provided for by the Security Agreement, the Intellectual
Property Security Agreement and the Pledge Agreement as to the indebtedness
which would be secured thereby prior to giving effect to this Amendment.
(b) Except as specifically amended herein, the Loan Documents shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Loan Documents
or any other instrument or document executed in connection therewith, or in
any certificate, letter or communication issued or made pursuant to or with
respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
(c) The Company agrees to pay on demand all reasonable costs and expenses
of or incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the reasonable fees and
expenses of counsel for the Agent.
(d) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of
Illinois.
Dated as of August 29, 1997.
PLATINUM ENTERTAINMENT, INC.
By /s/ Xxxxxx Xxxxxx
------------------------
Its CEO
---------------------
GUARANTORS' CONSENT
Each of the undersigned have heretofore executed and delivered to the Agent
its respective Guaranty dated January 31, 1997 and hereby consents to the Second
Amendment to the Credit Agreement as set forth above and confirms that its
Guaranty and all of its obligations thereunder remain in full force and effect.
Each of the undersigned further agrees that the consent of each of the
undersigned 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 respective Guaranty referred to above.
Each of the undersigned, except for Xxxxxx Xxxxxx, have heretofore executed
and delivered to the Agent that certain (i) Security Agreement; (ii) Security
Agreement Re: Intellectual Property; and (iii) Pledge Agreement, each dated as
of January 31, 1997 and hereby confirms that the Collateral Documents to which
each is a party remain in full force and effect and the rights and remedies of
the Agent thereunder, the obligations of the Subsidiary Guarantors thereunder
and the liens and security interests created and provided for thereunder remain
in full force and effect for the benefit and security of the indebtedness
purported to be secured thereby and shall not be affected, impaired or
discharged hereby.
/s/ Xxxxxx Xxxxxx
--------------------------------------
Xxxxxx Xxxxxx, individually
RIVER NORTH STUDIOS, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: President
RIVER NORTH RECORDS, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: President
CGI RECORDS, INC.
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: President
LEXICON MUSIC, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
LIGHT RECORDS, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
THE RECORDING EXPERIENCE, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
JUSTMIKE MUSIC, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
PEG PUBLISHING, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
ROYCE PUBLISHING, INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
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Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
BANK OF MONTREAL, individually and as
Agent
By /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Its Senior Trader
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PPM AMERICA SPECIAL INVESTMENTS FUND
L.P.
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Its Managing Director
------------------------------------
FC CBO LIMITED
By /s/ Xxxxx Xxxxxxxx
--------------------------------------
Its Managing Director
------------------------------------
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