EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (the "First Amendment") dated as of December 8, 1998 by and among
PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation, ("Borrower")
and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SunTrust"), a
national banking association, THE BANK OF NOVA SCOTIA, ("Scotia Bank"), a
Canadian chartered bank, (collectively, the "Lenders", and individually, a
"Lender") and SunTrust, as Administrative Agent for the Lenders, Scotia
Bank as Syndication Agent for the Lenders, and SunTrust and Scotia Bank as
Agents for the Lenders.
W I T N E S S E T H
WHEREAS, on or about March 25, 1998, the Borrower, the Agents and
the Lenders entered into a certain Amended and Restated Revolving Credit
Agreement (the "Initial Loan Agreement") dated March 25, 1998 pursuant to
which the Lenders and the Borrower restructured the then existing credit
facilities which had been extended to the Borrower into a single Total
Revolving Loan in the aggregate amount of $65,000,000 (the "Revolving
Loans"); and
WHEREAS, as a part of the Revolving Loans, but separate
therefrom, the Lenders also extended for and on behalf of the Borrower
through one of its subsidiaries a Credit Facility in the nature of a
Synthetic Lease in the aggregate face amount of $35,000,000 (the "Synthetic
Lease"). For the purposes of the Initial Loan Agreement and the other
Credit Documents, the Borrower shall be deemed to be the person primarily
obligated under the Synthetic Lease, although the primary obligor is a
subsidiary of the Borrower; and
WHEREAS, in connection with the Synthetic Lease, SunTrust Bank,
Atlanta (the "Creditor"), an affiliate of SunTrust and the Borrower entered
into an interest rate swap so as to fix the interest rate in connection
with the obligations due and owing under the Synthetic Lease, which
obligation, although contingent, would become due and payable at such time
as the Synthetic Lease is "unwound" (the "Interest Rate Swap"). For the
purposes of the Interest Rate Swap, the Creditor shall be deemed to be a
Lender for the purposes of the Initial Loan Agreement and the other Credit
Documents, even though the Creditor may not be a party signatory to all the
Credit Documents; and
WHEREAS, the Borrower, the Agents, and the Lenders have reached an
agreement to modify and restructure the Revolving Loans, the Synthetic
Lease, and the Interest Rate Swap (collectively, the "Credit Facilities")
so as to provide for, among other matters:
A. In regard to the Credit Facilities:
(i) Pay off any outstanding balance due on the
Revolving Loans with a further provision that no further
Advances may be extended as a Revolving Loan. Those Letters
of Credit which are outstanding may remain but will be
separately secured by certain Cash Collateral (as defined
below). Outstanding Letters of Credit may only be renewed
with the consent of the Required Lenders; and
(ii) Restructure the payment dates and amounts due
under the Synthetic Lease; and
(iii) Confirm the obligations of the Borrower in
connection with the Interest Rate Swap, with provisions for
satisfying said obligation as and when payments are made on
the Synthetic Lease.
B. Amend and modify various provisions of the Initial Loan
Agreement and other Credit Documents including, by way of
limitation, the Maturity Date for the Loans, the financial
covenants, and the collateral provisions, and the parties hereto
wish to set forth said changes in this First Amendment.
NOW, THEREFORE, for and in consideration of the above premises
and the mutual covenants and agreements contained herein, the Borrower, the
Agent, and the Lenders agree as follows:
1. DEFINITIONS. Unless defined or re-defined in this First
Amendment, capitalized terms contained herein shall have the meanings
defined and set forth in the Initial Loan Agreement.
2. ADDITIONAL DEFINITIONS. There is hereby added to Section 1.1
of the Initial Loan Agreement the following additional definitions:
"Cash Collateral" shall mean for each Letter of Credit, a
Certificate of Deposit (in paperless form), with the amount of
each Certificate of Deposit to be agreed upon between SunTrust
and the Borrower.
"Creditor" shall mean SunTrust Bank, Atlanta, an affiliate
of SunTrust, and the entity which has extended Facility C. For
the purposes of the Agreement and each and every other Credit
Document, SunTrust Bank, Atlanta, shall be deemed to be a
"Lender" and entitled to all the benefits and privileges of said
Credit Document, notwithstanding that it is not a signatory to
said other Credit Document. The purpose of this definition is to
provide to SunTrust Bank, Atlanta, the benefits as a Lender in
connection with Facility C. Notwithstanding the foregoing, the
consent of SunTrust Bank, Atlanta shall not be required in
connection with any Credit Document, as the only consent will be
that of the Required Lenders (being SunTrust and Scotia Bank),
except in connection with the Interest Rate Swap, for which any
change would require the consent of SunTrust Bank, Atlanta.
"Equity Component" shall mean in regard to the Synthetic
Lease, the Lessor's Invested Amount (as defined in the Master
Agreement) in the amount of $1,050,000.
"Facility A" shall mean the Revolving Loans (which includes
all Letters of Credit).
"Facility B" shall mean the Synthetic Lease.
"Facility C" shall mean the Interest Rate Swap.
"Interest Rate Swap" shall mean the Interest Rate Swap
Agreement entered into between the Borrower and SunTrust to fix
the interest rate due under the Synthetic Lease.
"Master Agreement" shall mean the Master Agreement, dated as
of November 24, 1997, among Planet Hollywood (Region III), Inc.,
as Lessee, the Borrower as Guarantor, Atlantic Financial Group,
Ltd., as Lessor, certain financial institutions parties thereto,
as Lenders, The Bank of Nova Scotia, as Documentation Agent, and
SunTrust, as Agent, as such agreement has heretofore been, may
contemporaneously herewith be or may hereafter be amended or
supplemented.
"New York Property" shall mean the property described by and
covered by the Synthetic Lease.
"Synthetic Lease" shall mean the Lease, as defined in the
Master Agreement.
"Synthetic Lease Documents" shall mean the Operative
Documents as defined in the Master Agreement.
"Synthetic Lease Notes" shall collectively mean the
promissory notes issued in connection with the Synthetic Lease
including the following:
1. A Acquisition Note dated November 24, 1997 from the
Lessor to the Mortgagee, as Agent (the "Agent") in the face
amount of $16,400,000; and
2. B Acquisition Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $3,000,000; and
3. A Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $12,300,000; and
4. B Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $2,250,000.
3. AMENDMENT OF EXISTING DEFINITIONS. The following definitions
set forth in Section 1.1 of the Initial Loan Agreement are hereby amended
as follows:
"Collateral" shall mean, except where otherwise directed by
the Administrative Agent, all tangible and intangible assets of
the Borrower, including, but not limited to, the Cash Collateral,
all Stock Collateral, notes from subsidiaries referenced on
Schedule 7.10, general intangibles such as franchises,
trademarks, brands, licenses, patents and other rights necessary
for the operation of its business, the Headquarters Property and
the New York Property. To the extent any general intangibles such
as franchises, trademarks, brands, licenses, patents and other
rights necessary for the operation of its business on a domestic
basis or located in a Subsidiary, then those assets in the
Subsidiary will also be included within the term "Collateral"
unless otherwise set forth by the Required Lenders.
"Consolidated EBITDA" shall mean an amount equal to the sum
of the Consolidated Companies' Consolidated Net Income (Loss),
plus, to the extent deducted in determining Consolidated Net
Income (Loss), (i) Consolidated Income Tax Expense, (ii)
Consolidated Interest Expense, (iii) depreciation and
amortization, and (iv) non-cash charges which were included in
determining the Consolidated Companies' net income for its fourth
quarter for its 1998 fiscal year. EBITDA shall be adjusted to
include the audited trailing twelve months EBITDA of any acquired
entity.
"Credit Documents" shall mean, collectively, the Agreement,
as amended from time to time, the Notes, the Pledge Agreement,
the Security Agreement, and all other Security Documents, the
Guaranty Agreements, and all other Guaranty Documents, the
Synthetic Lease Documents, together with all other documents,
agreements, certificates, schedules, notes, statements and
opinions, however described, referenced herein or delivered
pursuant hereto or in connection with or arising out of the Loans
or the transactions contemplated by this Agreement.
"Maturity Date" shall mean the earlier of (i) June 30, 1999,
or such later date as may be approved by the Agents and the
Lenders, in their sole discretion, or (ii) the occurrence of an
Event of Default.
"Obligations" shall mean all amounts owing to the Agents or
any Lender pursuant to the terms of this Agreement or any other
Credit Document (which, by definition, includes any and all
obligations due and owing under the Synthetic Lease and each
other Synthetic Lease Document (which includes all obligations in
regard to the Equity Component) and the Interest Rate Swap),
including without limitation, all Loans (including all principal
and interest payments due thereunder), all obligations in
connection with all Letters of Credit, interest rate cap
agreements, interest rate swap agreements, foreign currency
exchange agreements and other hedging agreements or arrangements,
fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities, and obligations of the Credit Parties,
direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with
all renewals, extensions, modifications or refinancings thereof.
"Revolving Loans" shall mean, collectively, the revolving
credit loans made to Borrower by the Lenders pursuant to Section
2.1, including all Letters of Credit.
"Total Revolving Loan Commitment" shall mean the sum of the
Revolving Loan Commitments of all the Lenders in the aggregate
amount of $6,797,357.34. This amount represents the face amounts
currently outstanding in U.S. dollars on the Letters of Credit.
4. DELETION OF DEFINITIONS. The following definitions are deleted
from the Initial Loan Agreement:
"Lease" shall mean the lease to be entered into by and
between Atlantic Financial Group, Ltd., as the lessor, and the
Borrower, as the lessee, with respect to the New York Restaurant.
(NOTE: This definition is being deleted as it is being redefined
under paragraph 2 above as a "Synthetic Lease").
"Maximum Letter of Credit Amount" shall mean $10,000,000.00.
"Maximum Multicurrency Loan Amount" shall mean the U.S.
Dollar Equivalent of $25,000,000.00.
"Maximum Swing Line Amount" shall mean $5,000,000.00.
"Multicurrency Loans" shall mean Revolving Loans made in an
Available Foreign Currency and bearing interest at the Foreign
Currency Rate plus the Applicable Margin.
"Revolving Loans A" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to
Section 2.1, including multicurrency loans and swing line loans,
up to the aggregate principal amount of $100,000.00.
"Revolving Loans B" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to
Section 2.1, including multicurrency loans and swing line loans,
up to the aggregate amount of $64,900,000.00.
"Swing Line Advance" shall mean any Loan or Advance made or
outstanding hereunder made as a Swing Line Loan and bearing
interest based on the Swing Line Rate.
"Swing Line Commitment" shall mean the amount of such
commitment set forth under the Administrative Agent's name on the
signature page hereof, as the same may be increased or decreased
from time to time as a result of any amendment thereof pursuant
to Section 11.2.
"Swing Line Lender" shall mean the Administrative Agent
subject, however, to the provisions of Section 2.1(i) below, in
which event, the term "Swing Line Lender" shall mean all the
Lenders.
"Swing Line Loan" shall mean those Revolving Loans which are
extended by the Swing Line Lender under the provisions of Section
2.1(i) below.
"Swing Line Rate" shall mean the absolute rate of interest
offered by the Swing Line Lender applicable to Swing Line
Advances.
"Swing Line Loans" shall mean the revolving credit loans
made to the Borrower by the Administrative Agent pursuant to
Section 2.1(i).
5. AMENDMENTS TO INITIAL LOAN AGREEMENT. The Initial Loan
Agreement is hereby amended as follows:
(a) In regard to Article II regarding the revolving loans
and the letters of credit, the Borrower has paid all amounts
currently outstanding on all revolving loans and has further
agreed that it shall have no further right to obtain any further
or additional Advances, Letters of Credit or other Borrowings of
any nature whatsoever under the Revolving Loans. As such, the
Lenders are under no further obligations of any nature whatsoever
to extend to the Borrower any credit as a Revolving Loan.
(b) In regard to Section 2.7 regarding General Provisions as
to Letters of Credit, there is hereby added the following
subsections (d) through (f):
"(d) As of the date hereof, Schedule 2.7 attached
hereto sets forth all the outstanding Letters of Credit.
(e) In connection with the outstanding Letters of
Credit, the following provisions shall apply:
(i) The Borrower shall pledge to and grant a security
interest in the Cash Collateral to secure any reimbursement
obligations to the Lenders in connection with the Letters of
Credit. The Cash Collateral shall secure all the Letters of
Credit.
(ii) The Borrower shall use all reasonable efforts to
cause the Letters of Credit to be terminated so that said
obligations shall no longer be outstanding. In this regard,
SunTrust shall be under no duty or obligation to renew or
extend any Letter of Credit and, to the extent permitted
under the terms of the Letter of Credit, SunTrust may notify
the holder of said Letter of Credit that it is being
canceled or terminated.
(f) The Cash Collateral to be pledged for each Letter
of Credit is set forth in Schedule 2.7 attached hereto. In
regard to those Letters of Credit which are issued in
foreign currency, the amount of the Cash Collateral is 125%
of the face amount of the Letter of Credit. If, due to
currency fluctuations, the amount of the Cash Collateral
should at any
time and from time to time fall to 115% or less of the face
amount of the Letter of Credit, the Borrower shall pledge
additional Cash Collateral to bring said coverage back to
125%. "
(c) In regard to Article III (which was not applicable in
the Initial Loan Agreement), that Article is now applicable in
regard to the Synthetic Lease and related Interest Rate Swap as
follows:
"Section 3.1 Synthetic Lease Notes - Amounts Due. The
Borrower does hereby state and confirm that there is due and owing on the
Synthetic Lease Notes as of the date hereof the unpaid principal balance of
$34,808,910.88 together with interest on a quarterly basis from and after
November 24, 1998. The Borrower does further state and agree that said
amounts are absolutely and unconditionally due and owing on said Synthetic
Lease Notes, and are not subject to any claim, counter-claim, defense or
other right of offset.
Section 3.2 Payment of Synthetic Lease - Mandatory Payments.
The Borrower shall pay or cause to be paid the Synthetic Lease Notes and
the obligations owing under the Synthetic Lease as follows:
(a) Interest. Interest shall continue to be paid by the
Borrower (as Basic Rent under the Synthetic Lease) as and when
due and in accordance with the terms of the Synthetic Lease
Notes.
(b) Principal. The Borrower shall continue to make scheduled
principal payments due on the Synthetic Lease as and when due.
(c) Required Principal Reductions. The Borrower shall make
the following mandatory Basic Rent Payments on the Synthetic
Lease:
(i) Simultaneous with the execution of this First
Amendment, the Borrower has made a payment in the amount of
$10,000,000.
(ii) On or before March 31, 1999, the Borrower shall
make a further mandatory payment in the amount of
$12,500,000. Each payment shall be applied equally to
SunTrust and Scotia Bank.
(d) Maturity Date. Each Synthetic Lease Note and all other
obligations owing under the Synthetic Lease shall be due and
payable in full on June 30, 1999 (i.e. the Maturity Date).
Section 3.3 Interest Rate Swap. In regard to the Interest
Rate Swap:
(a) The Credit Facility under the Interest Rate Swap
has been extended by SunTrust Bank, Atlanta, an affiliate of
SunTrust. Notwithstanding that SunTrust Bank, Atlanta, may
not be a signatory to this Agreement or one or more other
Credit Documents, SunTrust Bank, Atlanta, shall be deemed to
be a Lender hereunder and be entitled to the benefits and
privileges set forth in this Agreement and each other Credit
Document. Specifically, the Collateral shall secure any
obligations due SunTrust Bank, Atlanta in connection with
the Interest Rate Swap, and
any mortgage, security interest or other lien held by any
one or more of the Agents shall further be held to secure
Facility C due and owing to SunTrust Bank, Atlanta.
(b) As and when mandatory principal reductions are paid
on the Synthetic Lease as set forth in Section 3.2(c) above,
the Interest Rate Swap shall be "unwound" on a pro-rata
basis.
(c) The Interest Rate Swap will, in any event, be fully
unwound at such time as obligations due under the Synthetic
Lease (including, but not limited to, the Synthetic Lease
Notes) is paid in full but in no event later than the
Maturity Date.
As and when the Interest Rate Swap is "unwound" from time to
time, the Borrower shall pay to the Lender (in this case, SunTrust Bank,
Atlanta, which has provided this Facility) any obligation arising out of
said Interest Rate Swap.
(a) Subsection 5.1(s) regarding the mortgage is amended in
its entirety to read as follows:
"(s) The Mortgage has been recorded and otherwise
implemented so that the Lenders hold a first mortgage on the
Headquarters Property, which Mortgage shall secure all the
Obligations (including the Synthetic Lease and the Interest
Rate Swap), but not to exceed insofar as principal is
concerned the principal amount of $20,000,000. The Mortgage
shall further secure interest earned or due on said
principal, together with costs and collection expenses,
including attorney's fees, and other related expenses."
(b) There is hereby added to Section 5.1 the following
subsection (u):
"(u) The Borrower has executed all Security Documents
so as to grant to SunTrust (for the benefit of all the
Lenders) a first, security interest in the Cash Collateral."
(c) Section 7.8 regarding Financial Covenants is hereby
amended in its entirety to read as follows:
"Section 7.8 Financial Covenants
(a) Consolidated EBITDA. Maintain on the last day of
each calendar quarter, calculated on a rolling four-quarter
basis based upon the Borrower's financial statements for the
immediately preceding four quarters, Consolidated EBITDA of
$0.00 or greater. For the purposes of determining this
Financial Covenant, any cash payments or expenditures
incurred by the Borrower in connection with any
restructuring incurred after June 1, 1998 shall be deemed to
be an expense and included in determining this Financial
Covenant, with said cash payments or
expenditures being deemed to have been "incurred" when said
cash payments or expenditures are actually made.
(b) Consolidated Net Worth. Maintain on the last day of
each calendar quarter consolidated net worth of at least
$125,000,000 . "
(d) There is hereby added to Article VII the new following
Section 7.14 regarding the marketing and sale of the Headquarters
Property and the New York Property:
"Section 7.14 Sale of Headquarters and New York Properties.
As a result of the restructuring of the Credit Facilities as reflected in
this First Amendment, the Borrower has agreed to exercise its best efforts
to dispose of the Headquarters Property (on which the $20,000,000 principal
mortgage has been imposed) and the New York Property (which is subject to
the Synthetic Lease). In that regard:
(a) The Borrower shall immediately undertake all
reasonable actions to dispose of said Facilities including
the engagement of an appropriate broker to list and assist
the Borrower in the sale of said properties.
(b) The Borrower shall use its best efforts in good
faith to follow all commercially reasonable practices in
order to sell and dispose of said Facilities.
(c) The Borrower shall keep the Lenders advised and
furnish them with copies of documents relating to said
efforts including copies of listing agreements, sales
materials, etc.
(d) No facilities may be disposed of without the prior
approval of the Required Lenders. If so approved, the net
proceeds due the Borrower shall be applied as an additional
principal reduction on the Synthetic Lease and shall be
applied to the last amounts coming due on the Synthetic
Lease.
6. MODIFICATION OF SCHEDULES. In regard to the Schedules attached
to the Initial Loan Agreement, the Borrower reaffirms each of said
Schedules except for the Schedules as set forth below, which Schedules are
so amended (as of the date hereof) in the form attached to this First
Amendment. In regard to those Schedules which have not been so amended as
set forth below, the Borrower does hereby reconfirm and ratify the
information contained in the Schedules attached to the Initial Loan
Agreement, except for changes thereto occurring only in the ordinary course
of business. By way of illustration, the Borrower confirms that there have
been no material changes to said Schedules and there have been no new
Material Subsidiaries:
Schedule 2.7 Outstanding Letters of Credit
7. LOAN AGREEMENT. From and after the date of this First
Amendment, the term "Loan Agreement", shall mean the Initial Loan Agreement
as modified by this First Amendment. Further, to the extent applicable, all
Loan Documents shall be deemed hereof to be automatically amended so as to
refer to and reflect the
transactions contemplated by this First Amendment. This First Amendment
shall be deemed to be a permitted amendment to the Initial Loan Agreement
and, accordingly, shall be deemed to be a Loan Document. The Loan Agreement
shall not be incorporated into the Notes.
8. WAIVER OF PRIOR DEFAULT. Effective as of the date hereof, the
Required Lenders waive Borrower's compliance with Section 7.8 for all
periods prior to September 27, 1998, and further waive all known defaults
that arose out of Borrower's non-compliance with Section 7.8 for said prior
periods.
9. RATIFICATION. Except as set forth in this First Amendment, the
Borrower does hereby ratify and confirm the Initial Loan Agreement, along
with its existing schedules and all other Credit Documents. In that regard,
the Borrower does hereby agree with the Lenders that in regard to each
Credit Document, the Borrower has no claim, counterclaim, defense or other
right of offset whatsoever either upon the Credit Documents or against any
Lender, and, to the extent any such claim, counterclaim, defense or other
right or offset exists, whether known or unknown, said claim, counterclaim,
defense or other right of offset is hereby expressly unknowingly waived in
consideration for the amendment and modification of the Credit Facilities
as agreed to by the Lenders.
[Signatures Begin on Following Page]
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
BORROWER:
0000 Xxxxxxxxx Xxxxxx XXXXXX XXXXXXXXX
Xxxxxxx, Xxxxxxx 00000 INTERNATIONAL, INC.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Xxxxxx Xxxxxxxx,
Executive Vice President
In the case of Notices to the Borrower, copies shall be sent to:
Xxxx X. Xxxxxxxx, Xx., Esquire
GRAY, HARRIS & XXXXXXXX, P.A.
000 Xxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices: SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION,
Individually and as Administrative
Agent and Agent
000 Xxxxx Xxxxxx Xxxxxx
6th Floor, SOAB
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, Xxxxxxx 00000 By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx,
First Vice President
Attention: Xxxxx X. Xxxxx,
First Vice President
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Lending Office:
000 Xxxxx Xxxxxx Xxxxxx
6th Floor, SOAB
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx,
First Vice President
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
---------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit
which are outstanding as of the date of this First Amendment. There is
no further obligation to extend any Advances (including any additional
Letters of Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of
Credit.
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices THE BANK OF NOVA SCOTIA
Individually and as
Atlanta Agency, Suite 2700 Syndication Agent and Agent
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
By:
---------------------------
Attention: Xx. Xxxxx Xxxxxxx
Name:
----------------------------
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Title:
--------------------------
Payment Office
Atlanta Agency, Suite 2700
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxx,
Loan Administration
---------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit
which are outstanding as of the date of this First Amendment. There is
no further obligation to extend any Advances (including any additional
Letters of Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of
Credit.
Schedule 2.7
SCHEDULE OF OUTSTANDING LETTERS OF CREDIT
Amount of
Amt in Local Expiry Amt in Collateral
L/C# Currency(1) Beneficiary Date USD(2) (3)(7)
F700340 F3000,000(4) BNP 7/20/99 $ 544,393.72 $ 687,500.00
F700416 $300,718.65 140 West 12/31/99 $ 300,718.65 $ 300,718.65
00xx Xxxxxx
F700488 $10,000.00 State of 06/26/99 $ 10,000.00 $ 10,000.00
Washington
F700576 DM 25000000(5) Bayerische 1/15/99 $1,491,824.80 $1,875,000.00
Landesbank
F700605 $1,600,000 Travelers 12/31/99 $1,600,000.00 $1,600,000.00
F700643 $1,800,000 Paramount 10/01/99 $1,800,000.00 $1,800,000.00
Leasehold
F700733 Fr.$1,500,000(6) Turintra & 10/31/99 $1,050,420.17 $1,375,000.00
Zurimo
Totals $6,797,357.34 $7,648,218.65
(1) This reflects the face amount of the Letter of Credit in local
currency (e.g. U.S. Dollars, French Francs, etc.).
(2) This represents the amount of the Letter of Credit in U.S. Dollars,
including for foreign currencies, the conversion to U.S. Dollars.
(3) This represents the amount of Cash Collateral in U.S. Dollars to be
pledged for each Letter of Credit.
(4) This Letter of Credit is in French Francs.
(5) This Letter of Credit is in Deutsche Marks.
(6) This Letter of Credit is in Swiss Francs.
(7) With respect to Letters of Credit which are in foreign currency, the
parties have agreed that the amount of the Cash Collateral will be
equal to 125% of the face amount of the letter of credit in U.S.
dollars. As set forth in Section 2.7(f) above, if by virtue of any
currency swings or adjustments, the amount of the collateral drops at
any time to 115% or less of the face amount of the Letter of Credit,
the Borrower will at that time pledge additional cash collateral to
bring said margin back up to 125% of the face amount of the Letters of
Credit.
