EXHIBIT 2
August 26, 1999
New Money Investors (as defined below)
RE: ESCROW AGREEMENT
Ladies and Gentlemen:
This letter agreement sets forth the terms and conditions under which
Gray, Harris & Xxxxxxxx, P.A. ("Escrow Agent") will act as Escrow Agent for the
undersigned parties (the "New Money Investors").
In connection with the restructuring plan of Planet Hollywood
International, Inc. ("PHII"), certain of PHII's creditors and the New Money
Investors have agreed to those terms and conditions outlined in the Planet
Hollywood 12% Restricted Noteholders' Subcommittee Revised Proposal dated August
9, 1999 (the "Proposal"), a copy of which is attached hereto as Exhibit A.
Pursuant to the terms of the Proposal, the New Money Investors are required to
deposit Five Million Dollars (U.S. $5,000,000) into escrow (the "Good Faith
Deposit") to evidence their good faith intent in pursuing the transactions
contemplated by the Proposal and the New Money Investors have agreed to deposit
the Good Faith Deposit with Escrow Agent for it to hold pursuant to the terms of
this Agreement:
1. All capitalized terms not defined herein shall have the meaning set
forth in the Proposal.
2. Escrow Agent is hereby appointed depositary for the New Money
Investors with respect to the Good Faith Deposit, which sum shall be
deposited by the New Money Investors on the date hereof.
3. Escrow Agent agrees to hold the Good Faith Deposit in an interest
bearing account, with all interest accruing to the benefit of the New
Money Investors.
4. Upon the "Effective Date" of a plan of reorganization (as that term
is defined in such plan) which is in accord with the terms of the
Proposal, which is not less favorable to the Noteholders or to the
New Money Investors than the Proposal, and which is the subject of an
non-appealable, final order of confirmation entered by a court of
competent jurisdiction (the "Bankruptcy Court") over the case begun
by PHII's filing of a voluntary petition for relief under chapter 11
of Title 11 U.S.C., the Good Faith Deposit ( and all interest accrued
thereon) shall
New Money Investors
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August 26, 1999
be applied toward the payment of the New Money Investors' obligations
under such plan (as contemplated by Section III.1 of the Proposal),
provided that such Effective Date shall occur on or before December
21, 1999.
5. In the event that the Effective Date of such a plan shall not have
occurred on or before December 21, 1999, the Good Faith Deposit (and
all interest accrued thereon) shall be returned to the New Money
Investors.
6. The Escrow Agent may act in reliance upon any writing or instrument
or signature which it, in good faith, believes to be genuine; may
assume the validity and accuracy of any statements or assertions
contained in such writing or instrument; and may assume that any
person purporting to give any writing, notice, advice or instruction
in connection with the provisions hereof has been duly authorized to
do so. The Escrow Agent shall not be liable in any manner for the
sufficiency or correctness as to form, manner of execution, or
validity of any written instructions delivered to it; nor as to the
identity, authority, or rights of any person executing the same. The
duties of the Escrow Agent shall be limited to the safekeeping of the
Good Faith Deposit Collateral and to disbursements of same in
accordance with the provisions hereof. The Escrow Agent undertakes to
perform only such duties as are expressly set forth herein, and no
implied duties or obligations of the Escrow Agent shall be implied by
virtue of this Agreement.
7. The Escrow Agent may consult with counsel of its own choice and shall
have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel. The Escrow Agent shall not be
liable for any mistakes of fact or error of judgment, or for any acts
or omissions of any kind unless caused by its willful misconduct or
gross negligence.
8. Notwithstanding any provisions contained herein to the contrary, in
the event of disagreement about the interpretation of this Agreement,
or about the rights and obligations of the parties hereto, or the
propriety of any action contemplated by the Escrow Agent hereunder,
the Escrow Agent may, in its sole discretion, file an action in
interpleader (in accordance with paragraph 12 below) to resolve said
disagreement. The Escrow Agent shall be indemnified pursuant to the
provisions of this Agreement for all costs and attorneys' fees
incurred
New Money Investors
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August 26, 1999
by it in its capacity as Escrow Agent in connection with any such
interpleader action and shall be fully protected in suspending all or
part of its activities under this Agreement until a final judgment in
the interpleader action is resolved.
9. The Escrow Agent may resign at any time upon the giving of five (5)
days written notice to the other parties of this Agreement. Upon such
resignation, the New Money Investors shall jointly appoint a
successor escrow agent, who shall assume the duties of Escrow Agent
hereunder by supplement hereto. If a successor escrow agent is not
appointed within five (5) days after notice of resignation, the
Escrow Agent may petition any court of competent jurisdiction to name
a successor escrow agent.
10. The New Money Investors shall jointly and severally reimburse the
Escrow Agent for all reasonable expenses incurred by the Escrow Agent
in connection with duties hereunder. Unless and until the Escrow
Agent is determined by a court of competent jurisdiction to have
discharged any of its duties hereunder in a grossly negligent manner
or to have been guilty of willful misconduct with regard to any of
its duties hereunder, the New Money Investors shall jointly and
severally indemnify and hold the Escrow Agent harmless from any and
all claims, liabilities, losses, actions, suits, proceedings at law
or in equity, or any other expenses, fees or charges of any nature
whatsoever, which it may incur or with which it may be threatened by
reasons of its acting as Escrow Agent under this Agreement; and in
connection therewith to indemnify the Escrow Agent against any and
all expenses including attorneys' fees and costs of defending any
action, suit or proceedings or resisting any claim in such capacity;
provided, however, that in the event of a dispute between the New
Money Investors and any of the Noteholders, the nonprevailing party
shall indemnify and hold the prevailing party harmless against any
and all costs and expenses (including attorneys' fees incurred by the
prevailing party pursuant to the provisions hereof).
11. This Agreement shall be construed and enforced in accordance with the
laws of the State of Florida, both substantive and remedial,
notwithstanding any conflict of laws provision.
12. This Agreement shall be subject to the exclusive jurisdiction of the
Bankruptcy Court unless the Bankruptcy Court is either unable or
unwilling to exercise such jurisdiction, in which event, this
Agreement
New Money Investors
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August 26, 1999
shall be subject to the exclusive jurisdiction of the courts of
Orange County, Florida. The parties to this Agreement irrevocably and
expressly agree to submit to the jurisdiction of the Bankruptcy Court
and the courts of the State of Florida, as applicable, for the
purpose of resolving any disputes among the parties relating to this
Agreement or the transactions contemplated hereby. The parties
irrevocably waive, to the fullest extent permitted by law, any
objection which they may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this
Agreement, or any judgment entered by any court in respect hereof
brought in the Bankruptcy Court or the State of Florida, and further
irrevocably waive any claim that any suit, action or proceeding
brought in the Bankruptcy Court or Orange County, Florida has been
brought in an inconvenient forum.
13. This Agreement may be executed in one or more counterparts by the
parties hereto. All counterparts shall be construed together and
shall constitute one instrument. Each counterpart shall be deemed an
original hereof notwithstanding less than all of the parties may have
executed it. All facsimile executions shall be treated as originals
for all purposes.
If you agree with the terms set forth herein, please execute both copies of
this Agreement where indicated below, retain one for your records, and return
one to us at your earliest convenience.
Sincerely
GRAY, HARRIS & XXXXXXXX, P.A.
Agreed and accepted this
______ day of August, 1999:
Kingdom Planet Hollywood, Ltd.
By: /s/
-----------------------
Name: Xxxx X. Xxxxx
Its: Chief Executive Officer
New Money Investors
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August 26, 1999
A trust to be formed for the benefit of
Xxxxxx Xxxx'x children
----------------------------------------
[New Money Investor's legal name]
By: /s/
--------------------------------
Name: Xxxxxx XXXXXXX
Its: Director
Leisure Ventures PTE LTD
----------------------------------------
[New Money Investor's legal name]
By: /s/
---------------------------------
Name: Xxxxxxx Xxx
Its: Director
