PLANET HOLLYWOOD INTERNATIONAL, INC.
Exhibit 10.9
EXECUTION COPY
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SECONDARY REVOLVING CREDIT AGREEMENT
dated as of ____________, 2001
among
PLANET HOLLYWOOD INTERNATIONAL, INC.,
and
THE BORROWERS LISTED ON ANNEX I HERETO
AS BORROWERS,
And
SOUTHTRUST BANK
AS LENDER
THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED
AS OF MAY 8, 2000, AND AS AMENDED THE DATE HEREOF, BY AND AMONG THE CIT
GROUP/BUSINESS CREDIT, INC., FOR ITSELF AND AS AGENT, WLR RECOVERY FUND L.P.,
SOUTHTRUST BANK, WILMINGTON TRUST COMPANY, AS AGENT, UNITED STATES TRUST COMPANY
OF NEW YORK, AS JUNIOR SUBORDINATED TRUSTEE AND THE OTHER PERSONS AND ENTITIES
SIGNATORY THERETO (THE "INTERCREDITOR AGREEMENT"), WHICH MATERIALLY AFFECTS
CERTAIN PAYMENT RIGHTS, SUBORDINATES CERTAIN OBLIGATIONS AND CERTAIN SECURITY
INTERESTS AND LIENS, AND LIMITS RIGHTS TO ENFORCEMENT OF THE PARTIES TO THIS
AGREEMENT. ALL PERSONS OR OTHER ENTITIES WHICH AT ANY TIME HOLD INDEBTEDNESS
HEREUNDER OR WHICH IS SECURED HEREBY ARE BOUND BY THE TERMS OF THE INTERCREDITOR
AGREEMENT, WHICH WILL BE MADE AVAILABLE UPON REQUEST TO ANY PARTY HERETO.
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TABLE OF CONTENTS
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ARTICLE I DEFINITIONS; CONSTRUCTION...................................................................38
1.01. Certain Definitions.......................................................................38
1.02. Construction..............................................................................48
1.03. Accounting Principles.....................................................................48
ARTICLE II THE CREDITS ................................................................................48
2.01. Revolving Credit Loans....................................................................48
2.02. Notes.....................................................................................48
2.03. Notice of Borrowing; Making of Loans......................................................48
2.04. Reduction of Current Commitment; Mandatory Prepayment; Optional Prepayment................49
2.05. Interest Rate.............................................................................50
2.06. Interest Payment Dates....................................................................50
2.07. Maturity Date.............................................................................50
2.08. Payments..................................................................................50
2.09. Use of Proceeds...........................................................................52
2.10. [intentionally omitted]...................................................................52
2.11. Reserve Requirements; Capital Adequacy Circumstances......................................52
2.12. [intentionally omitted]...................................................................52
2.13. [intentionally omitted]...................................................................52
2.14. [intentionally omitted]...................................................................52
2.15. Taxes.....................................................................................52
2.16. Joint and Several Liability...............................................................53
2.17. [intentionally omitted]...................................................................53
2.18. Equity Contributions......................................................................53
ARTICLE III [intentionally omitted].....................................................................53
ARTICLE IV [intentionally omitted].....................................................................53
ARTICLE V SECURITY ...................................................................................53
5.01. Collateral................................................................................53
5.02 Trademarks................................................................................54
ARTICLE VI CONDITIONS OF EFFECTIVENESS.................................................................54
6.01. Conditions Precedent to Effectiveness.....................................................54
6.02. Conditions Precedent to Loans and Letters of Credit.......................................56
ARTICLE VII REPRESENTATIONS AND WARRANTIES..............................................................57
7.01. Organization, Good Standing, Etc..........................................................57
7.02. Authority and Authorization...............................................................57
7.03. Execution and Binding Effect..............................................................57
7.04. Governmental Approvals....................................................................57
7.05. Absence of Conflicts......................................................................58
7.06. Subsidiaries..............................................................................58
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7.07. Litigation................................................................................58
7.08. Financial Condition; Historical Statements................................................58
7.09. Compliance with Law, Etc..................................................................58
7.10. ERISA.....................................................................................58
7.11. Taxes, Etc................................................................................59
7.12. Full Disclosure...........................................................................59
7.13. Operating Lease Obligations; Existing Liens; Unpaid Rent..................................59
7.14. Environmental Matters.....................................................................59
7.15. Schedules.................................................................................60
7.16. Insurance.................................................................................60
7.17. Use of Proceeds...........................................................................60
7.18. Financial Accounting Practices, Etc.......................................................60
7.19. [intentionally omitted]...................................................................60
7.20. Real Property; Leases.....................................................................60
7.21. Location of Bank Accounts.................................................................61
7.22. No Event of Default.......................................................................61
7.23. Capitalized Leases........................................................................61
7.24. Inventory and Memorabilia.................................................................61
7.25. Collateral................................................................................61
7.26. Tradenames................................................................................61
7.27. Intellectual Property.....................................................................61
7.28. Regulation T, U or X......................................................................62
7.29. Nature of Business........................................................................62
7.30. Adverse Agreements, Etc...................................................................62
7.31. Holding Company and Investment Company Acts...............................................62
7.32. Permits, Etc..............................................................................62
7.33. Priority; Title...........................................................................62
7.34. Labor Relations; Collective Bargaining Agreements.........................................62
7.35. Loan Documents............................................................................63
7.36. Solvency..................................................................................63
7.37. Ownership of Planet Hollywood Memorabilia, Inc. and the Memorabilia.......................63
7.38. Corporate Structure.......................................................................63
7.39. Delivery of Authenticity Documents........................................................63
7.40. Material Contracts........................................................................63
7.41. [intentionally omitted]...................................................................63
7.42. [intentionally omitted]...................................................................63
7.43. Additional Representations and Warranties.................................................63
ARTICLE VIII AFFIRMATIVE COVENANTS.......................................................................63
8.01. Reporting Requirements....................................................................63
8.02. Compliance with Laws, Etc.................................................................66
8.03. Preservation of Existence, Etc............................................................66
8.04. Keeping of Records and Books of Account...................................................66
8.05. Inspection Rights.........................................................................67
8.06. Maintenance of Properties, Etc............................................................67
8.07. Maintenance of Insurance..................................................................67
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8.08. Environmental.............................................................................68
8.09. Further Assurances........................................................................68
8.10. Financial Accounting Practices, Etc.......................................................69
8.11. Cash Management System....................................................................69
8.12. [intentionally omitted]...................................................................70
8.13. Memorabilia and Inventory.................................................................70
8.14. Change in Collateral; Collateral Records..................................................70
8.15. Leases....................................................................................70
8.16. [intentionally omitted]...................................................................70
8.17. Authenticity Documents....................................................................70
8.18. [intentionally omitted]...................................................................70
ARTICLE IX NEGATIVE COVENANTS..........................................................................71
9.01. Liens, Etc................................................................................71
9.02. Indebtedness..............................................................................72
9.03. Guarantees, Etc...........................................................................72
9.04. Merger, Consolidation, Sale of Assets, Etc................................................73
9.05. Change in Nature of Business..............................................................73
9.06. Loans, Advances and Investments, Etc......................................................73
9.07. Lease Obligations.........................................................................74
9.08. Dividends, Prepayments, Etc...............................................................74
9.09. Transactions with Affiliates..............................................................74
9.10. Sale Policies.............................................................................74
9.11. Environmental.............................................................................74
9.12. ERISA.....................................................................................75
9.13. Subsidiaries..............................................................................75
9.14. Capital Expenditures......................................................................75
9.15. Federal Reserve Regulations...............................................................75
9.16. [intentionally omitted]...................................................................75
9.17. Inactive Guarantors.......................................................................75
9.18. Negative Pledge...........................................................................75
9.19. Foreign Entities..........................................................................75
9.20. Note Maturity Date........................................................................76
ARTICLE X DEFAULTS....................................................................................76
10.01. Events of Default........................................................................76
10.02. Consequences of an Event of Default......................................................78
10.03. [intentionally omitted]..................................................................78
10.04. Certain Remedies.........................................................................78
ARTICLE XI MISCELLANEOUS...............................................................................78
11.01. Holidays.................................................................................78
11.02. Records..................................................................................78
11.03. Amendments and Waivers...................................................................79
11.04. No Implied Waiver; Cumulative Remedies...................................................79
11.05. Notices..................................................................................79
11.06. Expenses; Taxes; Attorneys' Fees; Indemnification........................................79
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11.07. Application..............................................................................80
11.08. Severability.............................................................................80
11.09. Governing Law............................................................................80
11.10. Prior Understandings.....................................................................80
11.11. Duration; Survival.......................................................................80
11.12. Counterparts.............................................................................81
11.13. Assignments; Participations..............................................................81
11.14. Successors and Assigns...................................................................82
11.15. Confidentiality..........................................................................82
11.16. Waiver of Jury Trial.....................................................................82
11.17. Right of Setoff..........................................................................83
11.18. Headings.................................................................................83
11.19. Forum Selection and Consent to Jurisdiction..............................................83
ARTICLE XII SUBORDINATION AND PREFERENCES OF LENDER.....................................................83
ARTICLE XIII [intentionally omitted].....................................................................84
Exhibit A - Form of Note
Exhibit B - Form of Security Agreement
Exhibit C - Form of Pledge Agreement
Exhibit D - Form of Guarantor Security Agreement
Exhibit E - Form of Guaranty
Exhibit F - [Intentionally Omitted]
Exhibit G - [Intentionally Omitted]
Exhibit H - [Intentionally Omitted]
Exhibit I - Form of Assignment and Acceptance
Schedule 1.01(A) - List of Active Guarantors
Schedule 1.01(B) - Locations of Inventory and Memorabilia as of the
Closing Date
Schedule 1.01(E) - List of Guarantors
Schedule 1.01(F) - List of Inactive Guarantors
Schedule 5.02 - PH Trademarks
Schedule 7.06 - U.S. Subsidiaries
Schedule 7.10 - Employee Plans
Schedule 7.20(a) - Real Property
Schedule 7.21 - Bank Accounts
Schedule 7.26 - Tradenames
Schedule 7.34 - Collective Bargaining Agreements
Schedule 7.38 - Corporate Structure Chart
Schedule 7.40 - Material Contracts
Schedule 8.13 - Permitted Memorabilia and Inventory Locations
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AMENDMENT NO. 1 TO
INTERCREDITOR AND SUBORDINATION AGREEMENT
AGREEMENT, dated as of March __, 2001 (as amended, restated or
otherwise modified from time to time, this "Agreement"), among THE CIT
GROUP/BUSINESS CREDIT, INC., for itself and as agent for the lenders party to
the CR Senior Credit Agreement (as defined below) from time to time (together
with its successors and assigns in such capacity, the "CR Senior Agent"), WLR
RECOVERY FUND L.P., WILMINGTON TRUST COMPANY, as agent (the "BH Senior Agent")
for each BH Senior Lender (as defined below), UNITED STATES TRUST COMPANY OF NEW
YORK, as trustee under the Junior Subordinated Indenture (as defined below)
(together with its successors and assigns in such capacity, the "Junior
Subordinated Trustee") for the Junior Subordinated Noteholders (as defined
below), and SouthTrust Bank ("SouthTrust"), and acknowledged and agreed to by
Planet Hollywood International, Inc. ("PHI"), and the subsidiaries and
affiliates of PHI signatory hereto (PHI and such subsidiaries and affiliates,
collectively, the "Company").
RECITALS
A. The CR Senior Agent, the BH Senior Agent and the Junior
Subordinated Trustee are parties to an Intercreditor Agreement, dated as of May
8, 2000 (the "Intercreditor Agreement"), which the Company acknowledged and
agreed to.
Each capitalized term used herein but not defined herein
(including in the preamble hereto) shall have the meaning given to such term in
the Intercreditor Agreement, as amended by Section 1 of this Agreement.
B. The parties hereto desire to amend the Intercreditor
Agreement to (i) make SouthTrust a party thereto, and (ii) define the relative
payment and lien priorities, and other rights and obligations, of SouthTrust in
relation to the CR Senior Agent and the CR Senior Lenders, on the one hand, and
the BH Agent, BH Senior Lenders, the Junior Subordinated Trustee and the Junior
Subordinated Noteholders, on the other.
THEREFORE, for good and valuable consideration the parties
hereto hereby agree as follows:
1. Definitions.
The following terms are added to Section 1.1 of the
Intercreditor Agreement in their respective alphabetical places:
"BH Rights" means, collectively, all of the BH Senior
Obligations, together with all of the BH Senior Agent's and the BH Senior
Lenders' rights of payment in respect thereof, the BH Senior Agent's and the BH
Senior Lenders' Liens under the BH Security Agreements in respect thereof, and
all of, the BH Senior Agent's and the BH Senior Lenders' other rights and
remedies under the BH Senior Note Documents.
"CR Rights" means, collectively, all of the CR Senior
Obligations, together with all of the CR Senior Agent's and the CR Senior
Lenders' rights of payment in respect thereof, the CR Senior Agent's and the CR
Senior Lenders' Liens under the CR Senior Security Agreements in respect
thereof, and all of the CR Senior Agent's and the CR Senior Lenders' other
rights and remedies under the CR Credit Documents.
"PIK Rights" means, collectively, all of the Junior
Subordinated Obligations, together with all of the Junior Subordinated Trustee's
and the Junior Subordinated Noteholders' rights of payment in respect thereof,
the Junior Subordinated Trustee's and the Junior Subordinated Noteholders' Liens
under the Junior Subordinated Security Agreements in respect thereof, and all of
the Junior Subordinated Trustee's and the Junior Subordinated Noteholders' other
rights and remedies under the Junior Subordinated Credit Documents.
"Senior Party" is defined in Section 3.12(e).
"SouthTrust" means SouthTrust Bank.
"ST Credit Documents" collectively means the ST Credit
Agreement, the ST Security Agreements and all other documents, instruments and
agreements now or hereafter executed and/or delivered in connection therewith,
each as may be amended, restated, supplemented, replaced or otherwise modified
from time to time in accordance with Section 3.10 of the Intercreditor
Agreement.
"ST Credit Agreement" means that certain Secondary Revolving
Credit Agreement by and among SouthTrust and the Company dated as of the date
hereof, as it may be amended, restated, supplemented, replaced or otherwise
modified from time to time in accordance with Section 3.10 of the Intercreditor
Agreement.
"ST Deficiency Claim" means the amount, if any, of ST
Obligations remaining unpaid and/or not satisfied after all of the Intercreditor
Collateral has been sold, transferred, liquidated or otherwise disposed of on
account of any Remedial Action or otherwise.
"ST Notes" means the promissory notes of the Company executed
and delivered to SouthTrust under the ST Credit Agreement, as modified or
restated from time to time, and any promissory note or notes issued in exchange
or replacement thereof, including all extensions, renewals, refinancings or
refundings thereof in whole or part.
"ST Obligations" means the principal of, and premium, if any,
payable on redemption or prepayment of, and interest on, all indebtedness and
all other obligations now existing or hereafter incurred or owing under the ST
Credit Documents, up to a maximum amount of $3,000,000, plus all fees, expenses,
claims, charges and indemnity obligations.
"ST Rights" means, collectively, all of the ST Obligations,
together with all of SouthTrust's rights of payment in respect thereof,
SouthTrust's Liens under the ST Security Agreements in respect thereof, and all
of SouthTrust's other rights and remedies under the ST Credit Documents.
"ST Security Agreements" collectively means all of the
agreements specified on Annex IV hereto and each other guaranty, security
agreement, pledge agreement, mortgage or other collateral agreement now or
hereafter entered into in connection with the ST Obligations, each as may be as
amended, restated, supplemented, replaced or otherwise modified from time to
time in accordance with Section 3.10 of the Intercreditor Agreement.
"ST Scheduled Payments" means (i) at such time when interest
in respect of the ST Notes is required to be paid in cash under the terms of the
ST Credit Agreement, interest payable at the rate specified in the ST Credit
Agreement as in effect on the date hereof (but not the payment of default
interest), (ii) expenses payable and/or reimbursable pursuant to the ST Credit
Agreement in an amount not to exceed in the aggregate of $75,000 and (iii) Net
Cash Proceeds, if any, in accordance with the terms and conditions of the ST
Credit Agreement.
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The following terms are added to Section 1.1 of the
Intercreditor Agreement in replacement of the corresponding versions of such
terms currently in Section 1.1:
"CR Senior Obligations" means the principal of, and premium,
if any, payable on redemption or prepayment of, and interest on, all
indebtedness and all other obligations now existing or hereafter incurred or
owing under the CR Credit Documents, up to a maximum amount of $12,000,000.00,
plus, all fees, expenses, claims, charges and indemnity obligations.
"Credit Documents" collectively means the CR Credit Documents,
the BH/PIK Credit Documents and the ST Credit Documents.
"Intercreditor Parties" collectively means the CR Senior
Agent, the CR Senior Lenders, the BH/PIK Lenders and SouthTrust.
2. SouthTrust Added as Party. The Intercreditor Agreement is hereby amended to
add SouthTrust as a party thereto, having the rights and obligations set forth
in this Agreement, and in the Intercreditor Agreement, as amended hereby.
SouthTrust hereby agrees to observe, perform and be bound by all of the terms of
this Agreement, and of the Intercreditor Agreement, as amended hereby.
3. Lien and Payment Priorities of SouthTrust.
(a) The parties hereto agree that the SouthTrust
Rights are:
(i) subordinate to the CR Rights, in the
same manner and to the same extent as the BH Rights and the PIK Rights are
subordinate to the CR Rights under the Intercreditor Agreement, as if such
subordination of the SouthTrust Rights was explicitly set forth in each and
every place that the Intercreditor Agreement defines the relative rights and
obligations of the BH/PIK Lenders in respect of the BH Rights and the PIK
Rights, on the one hand, and the CR Senior Agent and the CR Senior Lenders in
respect of the CR Rights, on the other; and
(ii) senior to the BH Rights and the PIK
Rights, in the same manner and to the same extent as the CR Rights are senior to
the BH Rights and the PIK Rights under the Intercreditor Agreement, as if such
seniority of the SouthTrust Rights was explicitly set forth in each and every
place that the Intercreditor Agreement defines the relative rights and
obligations of the BH/PIK Lenders in respect of the BH Rights and the PIK
Rights, on the one hand, and the CR Senior Agent and the CR Senior Lenders in
respect of the CR Rights, on the other.
(b) Accordingly, the following provisions are
added to the Intercreditor Agreement as Sections 1.1.E, 1.1.F, 1.1.G and 1.1.H,
respectively:
Section 1.1.E. SouthTrust's Lien
Subordination to CR Lenders. Notwithstanding anything contained in the
ST Credit Documents or any other document or instrument evidencing or
in any way relating to the ST Obligations, the security interests,
liens and debt (including, without limitation, the ST Obligations) of
SouthTrust in the Intercreditor Collateral are expressly "subordinate
and junior" to the Liens of and indebtedness owing to the CR Senior
Lenders. Except for the ST Scheduled Payments made by the Company to
SouthTrust at such times as are required under the ST Credit Documents
(in effect on the date hereof), "subordinate and junior" shall mean
that until the CR Senior Obligations shall have been paid in full and
satisfied as more fully described herein, SouthTrust shall not, without
the express prior written consent of the CR Senior Lenders, (A) demand,
require or accept any payments or prepayment of the ST Obligations, (B)
enforce or take any action to (x) enforce or collect the ST Obligations
or any portion thereof, or (y) enforce any rights or remedies with
respect to, or to
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realize upon, the Intercreditor Collateral, or (C) exercise any remedies with
respect thereto under the ST Credit Documents.
1.1.F. SouthTrust Lien and Debt
Subordination to CR Lenders. To the extent and in the manner hereafter
set forth, the security interests, Liens, debt and right to payment of
the ST Obligations are hereby expressly made subordinate and subject to
the security interests, Liens, and debt of, and right of prior payment
in full in cash of, all the CR Senior Obligations pursuant to the terms
of this Intercreditor Agreement, unless and until the CR Senior
Obligations shall have been indefeasibly paid in full and satisfied.
SouthTrust will not, without the express prior written consent of the
CR Senior Agent, with respect to the Intercreditor Collateral, take,
demand or receive, and the Company or any Subsidiary Guarantor will not
make, give or permit, directly or indirectly, by setoff, redemption,
purchase or in any other manner, any payment on or security for the
whole or any part of the ST Obligations, and, without the express prior
written consent of the CR Senior Agent, will not accelerate the
scheduled maturities of any amounts owing under the ST Obligations;
provided, however, that the Company may make, and SouthTrust may demand
and receive, the ST Scheduled Payments so long as no Event of Default
under and as defined in the CR Credit Documents shall have occurred and
then be continuing, or would occur as a result of such payment.
1.1.G. ST Deficiency Claim Subordination. To
the extent and in the manner hereinafter set forth, the payment of the
ST Deficiency Claim is hereby expressly made subordinate and subject in
right of payment to the prior payment in full in cash of all the CR
Deficiency Claims, and until such time, SouthTrust will not, without
the express prior written consent of the CR Senior Agent take, demand
or receive, and the Company or any Subsidiary Guarantor will not make,
give or permit, directly or indirectly, by setoff, redemption, purchase
or in any other manner, any payment for the whole or any part of the ST
Deficiency Claim without the express written consent of the CR Senior
Agent.
1.1.H. BH/PIK Lenders Subordination to
SouthTrust. Notwithstanding anything contained in the BH/PIK Credit
Documents or any other document or instrument evidencing or in any way
relating to the BH/PIK Obligations, the security interests, Liens and
debt (including, without limitation, the BH Senior Obligations and the
Junior Subordinated Obligations) of the BH Senior Agent and the Junior
Subordinated Trustee in the Intercreditor Collateral are expressly
"subordinate and junior" to the liens of and indebtedness owing to
SouthTrust. Except for the Junior Subordinated Scheduled Payments and
the BH Scheduled Payments made by the Company to the BH Senior Agent,
the BH Senior Lenders, or to the Junior Subordinated Trustee or Junior
Subordinated Noteholders, at such times as are required under the
BH/PIK Credit Documents (in effect on the date hereof), "subordinate
and junior" shall mean that until the ST Obligations shall have been
paid in full and satisfied as more fully described herein, the BH/PIK
Lenders shall not, without the express prior written consent of
SouthTrust, (A) demand, require or accept any payments or prepayment of
the BH/PIK Obligations, (B) enforce or take any action to (x) enforce
or collect the BH/PIK Obligations or any portion thereof (other than,
in the case of any Junior Subordinated Noteholders, any Junior
Subordinated Noteholder Permitted Action), or (y) enforce any rights or
remedies with respect to, or to realize upon, the Intercreditor
Collateral, or (C) exercise any remedies with respect thereto under the
BH/PIK Credit Documents.
4. Other Rights and Remedies. For all purposes under the
Intercreditor Agreement, as amended hereby:
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(a) the CR Senior Agent and the CR Senior
Lenders shall have the right to exercise all of their rights and remedies, and
shall observe, perform and be bound by all of their obligations, in respect of
the BH Rights and the PIK Rights against and with respect to SouthTrust and the
ST Rights, in the same manner and to the same extent that the CR Senior Agent
and the CR Senior Lenders are permitted or required to do so under the
Intercreditor Agreement against or with respect to the BH Senior Agent, the BH
Senior Lenders and the BH Rights, and the Junior Subordinated Trustee, the
Junior Subordinated Noteholders and the PIK Rights, as if such right and
obligation in respect of SouthTrust and the SouthTrust Rights was explicitly set
forth in each and every place that the Intercreditor Agreement grants the CR
Senior Agent and the CR Senior Lenders any such rights or remedies or requires
the CR Senior Agent or the CR Senior Lenders to observe or perform any such
obligations in respect of the BH Rights and the PIK Rights;
(b) without limiting the generality of the
foregoing Section 4(a), the CR Senior Lenders and the CR Senior Agent shall have
all of the rights against SouthTrust, and SouthTrust shall have all of the
obligations of the BH/PIK Lenders, under Sections 1.2, 1.3A (except that the
second parenthetical phrase thereof shall be inapplicable), 1.4, 1.5, 1.9, 1.11,
2.3, 2.5, 3.1, 3.2, 3.3 and 3.4, as if every reference to "BH/PIK Lenders" or
"BH Senior Lender" in such Sections were instead a reference to "SouthTrust" and
as if every reference to "BH/PIK Obligations" in such Sections were instead a
reference to "ST Obligations"; and
(c) SouthTrust shall have the right to exercise
all of the rights and remedies of the CR Senior Agent and the CR Senior Lenders
against, and shall observe, perform and be bound by all of the obligations of
the CR Senior Agent or the CR Senior Lenders to, the BH Senior Agent and the BH
Senior Lenders in respect of the BH Rights, and the Junior Subordinated Trustee
and the Junior Subordinated Noteholders in respect of the PIK Rights, in the
same manner and to the same extent that the CR Senior Agent and the CR Senior
Lenders are permitted or required to do so under the Intercreditor Agreement
against or with respect to the BH Senior Agent, the BH Senior Lenders and the BH
Rights, and the Junior Subordinated Trustee, the Junior Subordinated Noteholders
and the PIK Rights, as if such right and obligation of SouthTrust was explicitly
set forth in each and every place that the Intercreditor Agreement grants the CR
Senior Agent and the CR Senior Lenders any such rights or remedies or requires
the CR Senior Agent or the CR Senior Lenders to observe or perform any such
obligations in respect of the BH Rights and the PIK Rights.
5. Priority of Collateral Rights. Section 2.2 of the
Intercreditor Agreement is deleted and is replaced with the following:
Irrespective of the (a) the time, order, manner or method of
creation, attachment or perfection of the respective Liens
granted by the Company to any Intercreditor Party in any or
all of the Intercreditor Collateral, (b) the time, manner or
place of the filing of the respective UCC financing statements
or other applicable filings of any Intercreditor Party with
respect to any or all of the Intercreditor Collateral, (c) any
statement contained in any Credit Document, (d) any other
event, circumstance, occurrence or otherwise, or (e) any
provision of any Applicable Law to the contrary, (i) the Liens
granted by the Company to the CR Senior Agent (for and on
behalf of itself and the CR Senior Lenders) in and to the
Intercreditor Collateral shall be superior and prior to any
Liens granted by the Company therein to SouthTrust, the BH
Senior Agent or the Junior Subordinated Trustee, (ii) the
Liens granted by the Company to SouthTrust in and to the
Intercreditor Collateral shall be superior and prior to any
Liens granted by the Company therein to the BH Senior Agent or
the Junior Subordinated Trustee and (iii) the Liens granted by
the Company to the BH Senior Agent for and on behalf of the BH
Senior Lenders in and to the Intercreditor Collateral shall be
superior and prior to any Liens granted by the Company therein
to the Junior Subordinated Trustee.
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6. Application of Payments. Section 3.6 of the
Intercreditor Agreement is deleted and is replaced with the following:
All Proceeds arising from any Remedial Action with respect to
any Intercreditor Collateral or any Guaranty Action with
respect to any Intercreditor Collateral shall be applied
first, to the payment of the CR Senior Obligations until they
have been paid in full in cash; second, to the payment of the
ST Obligations until they have been paid in full in cash;
third, to the payment of the BH Senior Obligations until they
have been paid in full in cash; and fourth, to the payment of
the Junior Subordinated Obligations until this Agreement is
terminated.
7. Duration and Termination; Payment Invalidated.
Section 3.12 of the Intercreditor Agreement is deleted and is replaced with the
following:
3.12. Duration and Termination; Payment
Invalidated.
(a) This Agreement shall constitute a
continuing agreement and shall terminate with respect to the CR Senior
Agent and the CR Senior Lenders only upon written notice by the CR
Senior Agent to PHI, SouthTrust, the BH Senior Agent, and the Junior
Subordinated Trustee of the payment in full in cash of all of the CR
Senior Obligations and the termination of the CR Credit Documents (such
written notice the CR Senior Agent agrees to give promptly, and, in any
event, within three (3) business days, after the occurrence of the
foregoing). The termination of this Agreement with respect to the CR
Senior Agent and the CR Senior Lenders shall, subject to clause (c) of
this Section 3.12, release fully and irrevocably such persons from any
and all liabilities, duties and responsibilities hereunder to the same
extent as if this Agreement had been fully terminated by all the
parties hereto; provided, however, that the foregoing shall not release
any of the parties with respect to any obligations arising prior to
such termination.
(b) (i) This Agreement shall constitute
a continuing agreement and shall terminate with respect to the BH
Senior Agent and the BH Senior Lenders only upon written notice by the
BH Senior Agent to PHI, SouthTrust, the CR Senior Agent and the Junior
Subordinated Trustee of the payment in full in cash (and/or by the
exercise of the Conversion Option) of all of the BH Senior Obligations
and the termination of the BH Credit Documents (such written notice the
BH Senior Agent agrees to give promptly, and, in any event, within
three (3) business days after the occurrence of the foregoing). The
termination of this Agreement with respect to the BH Senior Agent and
the BH Senior Lenders shall, subject to clause (c) of this Section
3.12, release fully and irrevocably such persons from any and all
liabilities, duties, responsibilities hereunder to the same extent as
if this Agreement had been fully terminated by all parties hereto;
provided, however, that the foregoing shall not release any of the
parties with respect to any obligations arising prior to such
termination.
(ii) This Agreement shall
constitute a continuing agreement and shall terminate with respect to
SouthTrust only upon written notice by SouthTrust to PHI, the CR Senior
Agent, the BH Senior Agent, the BH Senior Lenders and the Junior
Subordinated Trustee of the payment in full in cash of all of the ST
Obligations and the termination of the ST Credit Documents (such
written notice SouthTrust agrees to give promptly, and, in any event,
within three (3) business days after the occurrence of the foregoing).
The termination of this Agreement with respect to SouthTrust shall,
subject to clause (c) of this Section 3.12, release fully and
irrevocably such persons from any and all liabilities, duties,
responsibilities hereunder to the same extent as if this Agreement had
been fully terminated by all parties hereto; provided, however, that
the foregoing shall not release any of the parties with respect to any
obligations arising prior to such termination.
-vi-
(c) In the event that this Agreement is
terminated with respect to (i) the CR Senior Agent and the CR Senior
Lenders, as provided in clause (a) of this Section 3.12, or (ii) the BH
Senior Agent and the BH Senior Lenders, as provided in clause (b)(i),
of this Section 3.12, or (iii) SouthTrust, as provided in clause
(b)(ii) of this Section 3.12, and the CR Senior Agent, any CR Senior
Lender, SouthTrust, the BH Senior Agent or any BH Senior Lender shall
be required by a court or other tribunal of competent jurisdiction to
disgorge, refund, rebate or otherwise return any amount received with
respect to any of the Intercreditor Collateral, any Guaranty to any
debtor-in-possession or trustee in respect of any Insolvency
Proceeding, or any other person (whether as the result of such payment
constituting, or being alleged to constitute, a preference, a
fraudulent conveyance or any other payment required to be disgorged
pursuant to any such Insolvency Proceeding) then, in any such event,
(i) the terms and conditions of this Agreement shall be reinstated,
notwithstanding any prior termination of this Agreement pursuant to
this Section 3.12, and (ii) all provisions of this Agreement shall once
again be operative until all such CR Senior Obligations, ST Obligations
and/or BH Senior Obligations, as the case may be, are again paid in
full in cash.
(d) (i) If the SouthTrust Obligations,
the BH Senior Obligations and the Junior Subordinated Obligations are
outstanding at the time this Agreement is terminated with respect to
the CR Senior Agent and the CR Senior Lenders, then SouthTrust and the
BH/PIK Lenders shall continue to be subject to this Agreement with
respect to the Intercreditor Collateral on the same terms as provided
in this Agreement immediately prior to such termination with respect to
the CR Senior Agent and the CR Senior Lenders, except that (i) all
references to the CR Senior Agent, the CR Senior Lenders and SouthTrust
shall be deemed to be to SouthTrust, and (ii) this Agreement shall be
interpreted as if there were three classes of Intercreditor Parties,
with the CR Senior Agent, CR Senior Lender and SouthTrust, being,
collectively, the senior class, and the BH Senior Agent, the BH Senior
Lenders, being the first junior class and the Junior Subordinated
Trustee and the Junior Subordinated Noteholders being be the second
junior class (it being understood and agreed that, to the extent
SouthTrust is prohibited from taking any action hereunder as it relates
to the CR Senior Agent and the CR Senior Lenders, such provisions shall
be null and void as they relate to SouthTrust).
(ii) If both the BH Senior
Obligations and the Junior Subordinated Obligations are outstanding at
the time this Agreement is terminated with respect to the CR Senior
Agent and the CR Senior Lenders, and/or SouthTrust, as applicable, then
the BH/PIK Lenders shall continue to be subject to this Agreement with
respect to the Intercreditor Collateral on the same terms as provided
in this Agreement immediately prior to such termination with respect to
the CR Senior Agent and the CR Senior Lenders, and/or SouthTrust, as
applicable, except that (i) all references to the CR Senior Agent, the
CR Senior Lenders and/or SouthTrust shall be deemed to be to the BH
Senior Agent and the BH Senior Lenders, and (ii) this Agreement shall
be interpreted as if there were two classes of Intercreditor Parties,
with the CR Senior Agent, CR Senior Lenders, SouthTrust, the BH Senior
Agent and the BH Senior Lenders being, collectively, the senior class,
and the Junior Subordinated Trustee and the Junior Subordinated
Noteholders being be the junior class (it being understood and agreed
that, to the extent the BH Senior Agent or BH Senior Lenders are
prohibited from taking any action hereunder as it relates to the CR
Senior Agent and the CR Senior Lenders, and/or SouthTrust, such
provisions shall be null and void as they relate to the BH Senior Agent
and the BH Senior Lenders).
(e) In connection with the termination
of this Agreement from time to time with respect to the obligations of
any person (a "Senior Party") which are not subordinate to the
obligations of any other person under Sections 1.1.A through 1.1.H, the
Senior Party shall transfer possession of any Intercreditor Collateral
that such Senior Party holds as bailee for SouthTrust and/or the BH/PIK
Lenders under Section 3.15 hereof to the person that becomes the Senior
Party upon such termination of this Agreement with respect to the
former Senior Party. No such transfer shall be taken in violation of
any applicable law, rule or regulation or court order, and shall be
taken at the sole cost and expense of the Company. All such transfers
shall be done without any representation or warranty by the
transferring Senior Party and on an "as is, where is"
-vii-
basis, and the transferring Senior Party shall not have any liability
with respect thereto. This Section shall apply with respect to every
transfer by a Senior Party from time to time.
8. Notices. The following is added to Section 4.6 of the
Intercreditor Agreement:
SouthTrust Bank
000 X. Xxxxxxx Xxxx.
Xxxxx 0000
Xxxxxxx, XX 00000
9. Annex IV. Annex 1 hereto is added to the
Intercreditor Agreement as Annex IV thereto.
10. Representations and Warranties.
(a) Each signatory to this Agreement hereby
represents and warrants for itself (and for each of its principals, including,
without limitation, all managed accounts) to the other signatories hereto that
(i) it has all requisite power and authority to execute, deliver and perform
this Agreement, (ii) the execution, delivery and performance by it of this
Agreement has been duly authorized by all requisite corporate or other action,
(iii) no consent or approval of any other person and no consent, license,
approval or authorization of any governmental authority is required in
connection with its execution, delivery and performance of this Agreement, (iv)
its execution, delivery and performance of this Agreement does not violate any
of the Credit Documents to which it is a party, and (v) this Agreement
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.
(b) The Company further represents and warrants
that no Default or Event of Default, however defined in any Credit Document,
exists under any such Credit Document.
11. Legend. Each of the Credit Documents, and any notes
or other evidences of indebtedness in connection therewith, executed or amended
after the date hereof shall contain a legend which shall read as follows:
THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION
AGREEMENT DATED AS OF MAY 8, 2000, AS AMENDED AS OF MARCH __, 2001, BY
AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FOR ITSELF AND AS AGENT,
WILMINGTON TRUST COMPANY, AS AGENT, UNITED STATES TRUST COMPANY OF NEW
YORK, AS JUNIOR SUBORDIINATED TRUSTEE, AND SOUTHTRUST BANK, N.A., AND
THE OTHER PERSONS AND ENTITIES SIGNATORY THERETO (THE "INTERCREDITOR
AGREEMENT"), WHICH MATERIALLY AFFECTS CERTAIN PAYMENT RIGHTS,
SUBORDINATES CERTAIN OBLIGATIONS AND CERTAIN SECURITY INTERESTS AND
LIENS, AND LIMITS RIGHTS TO ENFORCEMENT OF THE PARTIES TO THIS
AGREEMENT. ALL PERSONS OR OTHER ENTITIES WHICH AT ANY TIME HOLD
INDEBTEDNESS HEREUNDER OR WHICH IS SECURED HEREBY ARE BOUND BY THE
TERMS OF THE INTERCREDITOR AGREEMENT, WHICH WILL BE MADE AVAILABLE UPON
REQUEST TO ANY PARTY HERETO.
-viii-
12. Miscellaneous.
(a) Amendments and Waivers. All modifications,
amendments or waivers of any of the terms or provisions of this Agreement shall
be in writing and duly executed by a duly authorized officer of each of the
parties to this Agreement.
(b) Successors and Assigns. All the covenants,
terms and agreements in this Agreement shall bind and inure to the benefit of
the respective successors and assigns of PHI, the other Obligors, the
Noteholders and the Intercreditor Parties.
(c) Partial Invalidity. The unenforceability or
invalidity of any provision or provisions of this Agreement shall not render any
other provision or provisions herein contained unenforceable or invalid.
(d) Governing Law; Consent to Jurisdiction. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS-OF-LAW
PRINCIPLES).
(e) Forum Selection and Consent to Jurisdiction.
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY TO THIS AGREEMENT, SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK LOCATED IN THE
BOROUGH OF MANHATTAN; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY INTERCREDITOR COLLATERAL MAY BE BROUGHT IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
SIGNATORY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
SUCH COURTS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. EACH SIGNATORY HERETO FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH SIGNATORY HERETO HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
ANY SIGNATORY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, SUCH SIGNATORY HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
(f) Waiver of Jury Trial, etc. EACH SIGNATORY
HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
-ix-
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY PARTY HERETO. EACH SIGNATORY HERETO ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH SIGNATORY HERETO ENTERING INTO
THIS AGREEMENT.
(g) Counterparts; Facsimile Signatures. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement. This Agreement may also be executed by any party hereto by
facsimile signature, which shall be deemed to be an original signature of such
party hereon.
(h) Further Assurances. Each Intercreditor Party
agrees to execute such further documents and agreements as may be reasonably
requested by the other to give effect to the purposes of this Agreement.
(i) Continued Effectiveness of the Intercreditor
Agreement. Each Intercreditor Party and the Company hereby (i) confirms and
agrees that the Intercreditor Agreement is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects except as
otherwise expressly modified pursuant to this Agreement, and (ii) confirms and
agrees that each reference in the Intercreditor Agreement to "this Agreement",
"hereunder", "herein" or words of like import shall be a reference to the
Intercreditor Agreement as amended and modified by this Agreement.
(j) Specific Enforcement. EACH SIGNATORY (FOR
ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING ALL MANAGED ACCOUNTS) TO THIS
AGREEMENT ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS AGREEMENT ARE A
MATERIAL INDUCEMENT TO ITS ENTERING INTO THE CREDIT DOCUMENTS IT IS A PARTY TO.
ACCORDINGLY, EACH SIGNATORY (FOR ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING
ALL MANAGED ACCOUNTS) HERETO IS HEREBY AUTHORIZED TO DEMAND SPECIFIC PERFORMANCE
OF THE PROVISIONS OF THIS AGREEMENT AT ANY TIME WHEN ANY OTHER SIGNATORY HERETO
SHALL HAVE FAILED TO COMPLY WITH ANY OF THE PROVISIONS THAT ARE APPLICABLE TO
IT. EACH SIGNATORY (FOR ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING ALL MANAGED
ACCOUNTS) HERETO HEREBY IRREVOCABLY WAIVES ANY DEFENSE BASED ON THE ADEQUACY OF
A REMEDY AT LAW THAT MIGHT BE ASSERTED AS A BAR TO SUCH REMEDY OF SPECIFIC
PERFORMANCE.
(k) Acknowledgement by PHI. By executing the
acknowledgement to this Agreement, the Company agrees, for and on behalf of
itself and the other Obligors, to all the terms hereof and shall not, either
directly or indirectly, take any action to challenge or otherwise impair in any
respect the operation of this Agreement.
(l) Payments by PHI. As a condition to the
effectiveness hereof, PHI shall pay to each Intercreditor Party all amounts,
including attorneys' fees and expenses, now due and outstanding to such
Intercreditor Party or its counsel in connection with such Intercreditor Party's
Credit Documents, as well as any amounts, including attorneys' fees and
expenses, incurred in connection with the preparation and negotiation of this
Agreement.
(m) Opinion of Counsel. As a condition to the
effectiveness hereof, PHI shall cause its counsel, Stroock & Stroock & Xxxxx, to
deliver a legal opinion, dated the date hereof, in form and substance
satisfactory to each party hereto, that (i) no consent or approval of any person
is required in connection with the execution, delivery and performance of this
Agreement by any party hereto (except to the extent the same has been obtained
and is in full force and effect), and (ii) the
-x-
execution, delivery and performance of this Agreement by each party hereto does
not violate any of the Credit Documents to which such party is a party, and also
covering such other matters as any party hereto shall reasonably request.
(remainder of page intentionally left blank)
-xi-
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
THE CIT GROUP/BUSINESS CREDIT, INC.,
for itself and as CR Senior Agent
By:
--------------------------------------
Name:
Title:
WLR RECOVERY FUND L.P.
By:
--------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
as BH Senior Agent
By:
--------------------------------------
Name:
Title:
UNITED STATES TRUST COMPANY OF NEW YORK,
as Junior Subordinated Trustee
By:
--------------------------------------
Name:
Title:
SOUTHTRUST BANK
By:
--------------------------------------
Name:
Title:
-xii-
ACKNOWLEDGED AND AGREED:
-----------------------
PLANET HOLLYWOOD INTERNATIONAL, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD MEMORABILIA, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ALL STAR CAFE INTERNATIONAL, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ALL STAR CAFE (NEW YORK), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
COOL PLANET, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
COOL PLANET II, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-12- (continued)
PLANET HOLLYWOOD (ATLANTIC CITY), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (HONOLULU), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (LP), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (NEW YORK CITY), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD NEW YORK, LTD.
By: Planet Hollywood International, Inc.,
its General Partner
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (ORLANDO), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-13- (continued)
PLANET HOLLYWOOD (REGION II), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (REGION III), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (REGION IV), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (REGION V), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (REGION VI), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (REGION VII), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (TEXAS), LTD.
By: Planet Hollywood (Region V), Inc.,
its General Partner
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (WAREHOUSE), INC.
-14- (continued)
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
308 AVIATION, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
308-III AVIATION, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ALL STAR CAFE (LP), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ALL STAR CAFE (REGION V), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ALL STAR CAFE (REGION VII), INC.,
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-15- (continued)
COAST LICENSING, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
COOL PLANET I, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
EBCO MANAGEMENT, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
KARMALANNE, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and Secretary
MEANT 2 BE, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and Secretary
OFFICIAL ALL STAR CAFE, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-16- (continued)
PLANET HOLLYWOOD (ASPEN), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (CHEFS), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (CHICAGO), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (COSTA MESA), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (FRANCE), L.C.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (GAMING), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-17- (continued)
PLANET HOLLYWOOD (ISRAEL), L.C.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (LONDON), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (MAIL ORDER), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (ORLANDO
DISTRIBUTION), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (PARIS), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (PHOENIX), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-18- (continued)
PLANET HOLLYWOOD (REGION I), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (TEL AVIV), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (THEATRES), INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD TRANSPORTATION, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOLLYWOOD (TROCADERO), L.C.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
PLANET HOSPITALITY HOLDINGS, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
-19- (continued)
ROCKY PIT, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and Secretary
SILVER BRACELETS, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
SOUND REPUBLIC I, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
SOUND REPUBLIC, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
TEN ALPS, INC.
By:
--------------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and
Assistant Secretary
-20- (end)
Annex 1
SouthTrust Security Agreements
------------------------------
1. Security Agreement
2. Guarantor Security Agreement
3. Pledge Agreement
as each of such terms is defined in the ST Credit Agreement, and in each case in
effect as of the date hereof.
Annex 1
