UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
PLANET HOLLYWOOD INTERNATIONAL, INC.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
0007270251
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(CUSIP Number)
Byrd F. Marshall, Jr., 201 E. Pine St., Suite 1200
Orlando, Florida (407) 843-8880
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing the schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following bOX. [X]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 0007270251
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Leisure Ventures Pte Ltd.
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
Singapore
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Number of 7 Sole Voting Power
Shares 12,050,335
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Beneficially 8 Shared Voting Power
Owned By
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Each 9 Sole Dispositive Power
Reporting 12,050,335
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Person 10 Shared Dispositive Power
With
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
12,050,335
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12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[ ]
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13 Percent Of Class Represented By Amount in Row 11
12.0
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14 Type Of Reporting Person (See Instructions)
CO
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<PAGE>
SCHEDULE 13D
Item 1 SECURITY AND ISSUER:
Class A Common Stock, $.01 par Planet Hollywood
International, Inc. (the "Company")
Item 2 IDENTITY AND BACKGROUND
This statement is being filed by Leisure Ventures Pte Ltd.
("Leisure"), a corporation organized under the laws of
Singapore. The principal business of Leisure is that of an
investment holding company. Leisure's principal offices are
located at 50 Cuscaden Road, #08-01 HPL House, Singapore
249724.
Leisure previously filed a Schedule 13G, as amended, to
report its beneficial ownership of the Company's Class A
Common Stock. Amendment No. 1 to Schedule 13G was filed by
Leisure with the Securities and Exchange Commission on
February 12, 1999, disclosing Leisure's ownership at
December 31, 1998 of 22,650,335 shares of the Company's
Class A Common Stock, representing approximately 23.3% of
such class. In February 1999, Leisure sold 10,600,000 shares
of its Company Class A Common Stock to Kingdom Planet
Hollywood, Ltd. pursuant to that certain Stock Purchase
Agreement dated August 17, 1998, as amended, a copy of which
is filed as Exhibit 99.1 to the Company's Current Report on
Form 8-K filed on February 11, 1999. Subsequent to said
Stock Purchase Agreement, Leisure owned 12,050,335 shares of
the Company's Class A Common Stock.
This Schedule 13D is being filed as a result of the
arrangements and understandings of Leisure and others as
described in Item 4 below.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
With regard to the New Common Stock (as defined below in
Item 4), the source of all funds used to purchase any of the
New Common Stock is expected to be from Leisure's working
capital.
Item 4 PURPOSE OF TRANSACTION
On August 24, 1999, the Company announced that it had
received notice of approval by holders of at least $160
million in principal of its Senior Subordinated Notes due
2005 (the "Notes") of a proposal ("Proposal") for a plan of
reorganization of the Company (the "Plan") in a case to be
filed voluntarily by the Company for relief under chapter 11
of Title 11 U.S.C.
<PAGE>
As part of the Proposal, and following confirmation of the
Plan by the bankruptcy court, an investor group would invest
a total of $30 million to acquire approximately 7 million of
the 10 million shares of the new Company common stock (the
"New Common Stock") to be issued upon approval of the Plan.
This investor group (the "New Money Investors") would
include: (i) Kingdom Planet Hollywood, Ltd., a company
organized under the laws of the Cayman Islands ("KPH") which
Leisure understands owns approximately 17% of the Company's
Class A Common Stock; (ii) Leisure; and (iii) the New Planet
Trust, a trust which has been established for the sole
benefit of the children of Mr. Robert Earl, which Leisure
understands owns none of the Company's Class A Common Stock.
The New Money Investors expect to provide an aggregate of up
to 10% of the then outstanding New Common Stock to third
parties in exchange for their support of the Company and its
owned and franchised restaurants. The Plan would give the
New Money Investors control over the Company through their
ownership of approximately 60% to 70% of the New Common
Stock.
In connection with the Proposal, certain escrow arrangements
must be in place in order for the Noteholders and the
Company to be committed to pursue the Plan, and it is
understood that negotiations with the Noteholders (and the
committee that is informally representing the Noteholders,
such committee, the "Informal Noteholders' Committee") are
underway on the terms of that escrow arrangement. Pending an
agreement on the terms of the escrow arrangement, and in
order to maintain the effectiveness of the Proposal, the New
Money Investors have deposited a total of $5 million in
escrow to be applied towards their purchase of New Common
Stock pursuant to the Proposal, if the terms of the escrow
arrangement can be finalized. The New Money Investors signed
an escrow agreement, dated August 26, 1999, governing the
escrow deposit. If no agreement with respect to this escrow
arrangement is reached with the Informal Noteholders'
Committee, the escrow deposit can be returned to the New
Money Investors and the New Money Investors would not have
any agreement, understanding or arrangement with respect to
any further investment in the Company.
The Proposal provides for the Company to file the Plan by
September 30, 1999, with the objective that the contemplated
transactions be completed by December 21, 1999. As part of
the Plan (i) the Noteholders would receive $47.5 million in
cash, $60 million in new, secured payment-in-kind notes to
be issued by the Company, and 2.65 million shares of New
Common Stock; (ii) the Company would work with the Informal
Noteholders' Committee and use its best efforts to settle
claims of unsecured creditors (other than a convenience
class of general unsecured claims in allowed amounts not
exceeding a predetermined threshold agreed by the Informal
Noteholders' Committee ("Convenience Creditors")) and, to
the extent not settled, the claimants would recover a dollar
value on their claims not less than the value of the per
dollar
<PAGE>
distributions allowed the Noteholders; (iii) the Convenience
Creditors would be paid in full; and (iv) the holders of
existing equity securities of the Company would receive
200,000 three-year warrants with a strike price set to be
"in-the-money" to the extent unsecured creditors receive
full recovery on their claims. In connection with the Plan,
the Company would intend to register the New Common Stock
and have it traded on a national securities exchange or the
NASDAQ National Market System. All currently existing equity
securities shall be deemed canceled upon approval of the
Plan by the bankruptcy court.
The Proposal also contemplates that the Company will: (i)
obtain a minimum $40 million bridge financing through the
issuance of senior secured promissory notes (subordinate
only to the working capital facility); (ii) obtain a
post-bankruptcy working capital facility for up to $25
million, secured by receivables and inventory; and (iii)
present the Noteholders a post-bankruptcy business plan for
the Company, reasonably acceptable to the Informal
Noteholders' Committee; and (iv) use its best efforts to
reduce operating overhead wherever practicable.
As part of the Plan, the Company's Board of Directors would
have 7 members, 2 of whom would be appointed by the
Noteholders and 5 appointed by the New Money Investors.
Supermajority approval would be required for any insider
transactions or "Major Transactions" (to be defined). Robert
Earl would be Chief Executive Officer, and selection of
certain other officers would be subject to the reasonable
approval of the Informal Noteholders' Committee and
supermajority approval of the Board of Directors.
Item 5 INTEREST IN SECURITIES OF THE ISSUER
The following information concerning percentages of
ownership of outstanding shares of Class A Common Stock is
based on a total of 100,405,857 shares reported to be
outstanding by the Company at July 31, 1999.
Item5(a) As of August 30, 1999, Leisure owned of record 12,050,335
shares of the Company's Class A Common Stock, $0.01 par,
representing approximately 12.0% of such class. The Class A
Common Stock owned by Leisure may be deemed to be
beneficially owned, within the meaning of Rule 13d-3, by Mr.
Ong Beng Seng, the largest shareholder of Leisure and a
director of the Company. Mr. Ong Beng Seng disclaims,
pursuant to Rule 13d-4, beneficial ownership of the Class A
Common Stock owned of record by Leisure.
As described in Item 4 above, Leisure, with the other New
Money Investors, will own approximately 60% - 70% of the New
Common Stock, if the Plan is approved by the bankruptcy
court. Leisure is expected to own approximately
<PAGE>
20% of the New Common Stock. Until the New Common Stock is
issued, the aggregate number of shares to be held by Leisure
is undeterminable.
<TABLE>
<S> <C> <C>
Item 5(b) The number of Class A shares as to which Leisure has:
(i) sole power to vote or to direct the vote: 12,050,335
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition of: 12,050,335
(iv) shared power to dispose or to direct the disposition of:
</TABLE>
Item 5(c) Not applicable.
Item 5(d) As a result of distributions from Leisure and as the
largest shareholder of Leisure, Mr. Ong Beng Seng may have
the right to receive dividends from, or the proceeds from
the sale of, the Company's Class A Common Stock held of
record by Leisure.
Item 5(e) Not applicable.
Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described herein, there are no contracts,
arrangements, understandings, or relationships between
Leisure, on the one hand, and any persons, on the other
hand, with respect to any securities of the Company.
Item 7 MATERIAL TO BE FILED AS EXHIBITS
1.** Planet Hollywood 12% Restricted Noteholders'
Subcommittee Revised Proposal, August 9, 1999
2. Escrow Agreement dated August 26, 1999
** Confidential treatment has been requested for portions of this
exhibit
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 3, 1999
LEISURE VENTURES PTE LTD.
By: /s/ STEPHEN LAU
-------------------------
Title: DIRECTOR
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does hereby make, constitute
and appoint each of Robert Earl, Thomas Avallone and Scott Johnson, or any of
them, each acting alone, the undersigned's true and lawful attorney-in-fact and
agent, for the undersigned and in the undersigned's name, place and stead to
execute, acknowledge, deliver and file any and all filings, reports or forms
(the "Forms") required by the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, including, but not limited to,
Schedules 13D, Schedules 13G, Form 3s, Form 4s, Form 5s and all amendments or
supplements to the Forms, in connection with the undersigned's position or
relationship with Planet Hollywood International, Inc. (the "Company"), hereby
ratifying and confirming all that said attorneys-in-fact and agents may do or
cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorneys-in-fact named
herein.
Dated as of: September 3, 1999
/s/ STEPHEN LAU
-------------------
Title: DIRECTOR
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<PAGE>
***Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.***
PLANET HOLLYWOOD 12% RESTRICTED NOTEHOLDERS' SUBCOMMITTEE REVISED PROPOSAL
August 9, 1999
"For Settlement Purposes Only"
I. CLASSES:
Class1: Priority, Administrative and Tax Claims
Class 2: SunTrust Lease Facility
Class 3: Holders of $250mm 12% Senior Subordinated Notes due
2005 (the "Notes") (including accrued interest)
Class 4: Other Unsecured Creditors, including Accounts Payable,
Accrued Expenses, lease rejection claims and any
claims of Kingdom Planet Hollywood or its shareholders
or management.
Class 5: Convenience Class, consisting of general unsecured
claims in allowed amounts that do not exceed
pre-designated threshold to be agreed upon between the
Company and the Informal Noteholders' Committee.
Class 6: Existing Equity
II. TREATMENT OF CLAIMS AND EQUITY INTERESTS:
II.1 Class 1 will be unimpaired. To the extent not paid in
ordinary course by Debtor, paid in cash, in full, on
the Effective Date.
II.2 Class 2 will be unimpaired. SunTrust will be paid in
cash, in full, on the Effective Date.
II.3 Class 3 will be impaired. On Effective date, Class 3
will receive (1) $47.5 million in cash; (2) $60
million in New Secured PIK Notes; and (3) 2.65 million
shares of New Common Stock. The terms of those
distributions are outlined below.
II.4 Class 4 will be impaired. In advance of confirmation
of its Plan of Reorganization, the Company will work
with the Informal Noteholders'
<PAGE>
Committee and use its best efforts to settle Class 4
claims at levels reasonably acceptable to the Informal
Noteholders' Committee. To the extent not settled,
such claims shall receive recoveries of a dollar value
not less than the value of the distributions per
dollar of allowed Class 3 claims.
II.5 Class 5 will be unimpaired. Holders of allowed Class 5
claims will be paid in full, in cash, on the Effective
Date.
II.6 Class 6 will be impaired. Existing Equity will receive
200,000 New Warrants.
III. IMPLEMENTATION AND CONFIRMATION OF PLAN:
III.1 NEW EQUITY. The Robert Earl Group (the "New Money
Investor"), shall purchase 7 million shares of New
Common Stock (I.E. 70% before dilution) for $4.2857
per share ($30 million)).
III.2 NEW SENIOR SECURED NOTES. The Company shall obtain a
minimum $40 million bridge facility, through the
issuance of new notes (the "New Senior Secured
Notes"), with the obligations thereunder to be secured
by substantially all of the Company's assets, subject
only to the liens of the lender under the
Post-Effective Date Working Capital Facility. The
terms of the Senior Secured Notes shall be no less
favorable to the Company than those outlined in the
Company's restructuring proposal of July 28, 1999.
III.3 POST-EFFECTIVE DATE WORKING CAPITAL FACILITY. On or
prior to the Effective Date, the Reorganized Debtor
shall use its best efforts to obtain the
Post-Effective Date Working Capital Facility. The
Post-Effective Date Working Capital Facility, among
other things, shall (i) be effective on the Effective
Date, (ii) be a senior facility secured by receivables
and inventory, (iii) provide for aggregate borrowing,
not to exceed $25 million; and (iv) have terms to be
mutually agreed to by the Debtors and the Informal
Noteholders' Committee in good faith.
III.4 NEW SECURITIES OF REORGANIZED COMPANY. The Reorganized
Debtor shall authorize the issuance of the New Secured
Notes, the New Secured PIK Notes (see attached
description), 11.2 million shares of New Common Stock
(10 million of which are to be available and issued as
of the Effective Date), 200,000 New Warrants, each for
the purchase of one share of New Common Stock (see
attached description), and 1 million management and
celebrity options, each for the purchase of one share
of New Common Stock. The Company will use its best
efforts to cause the New Common Stock to be listed for
trading on a national securities exchange or the
NASDAQ National Market System. All currently existing
equity securities shall be deemed canceled as of the
Effective Date.
III.5 BOARD OF DIRECTORS AND MANAGEMENT. The Board will be
comprised of seven members, five of whom shall be
appointed by the New Money Investor and two of whom
shall be appointed by the Noteholders. A supermajority
equal
<PAGE>
***Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.***
to the greater of six members and 75% of the Board
shall be required for the approval of any insider
transactions and Major Transactions (to be defined).
Upon the repayment in full of the New Secured PIK
Notes, the number of the Noteholder Board appointees
shall be reduced to one member. Robert Earl will be
the Company's post-Effective Date Chief Executive
Officer. Selection of [****] for the Company prior to
the Effective Date shall be subject to the Informal
Noteholders' Committee's consent, such consent not to
be unreasonably withheld; thereafter, such selection
shall be subject to supermajority approval of at least
six (6) members of the Company's Board of Directors.
Financial incentives will be offered to Post-Effective
date management and the Company's celebrity supporters
in the form of a new stock option plan, which would
provide options to purchase 1 million shares of New
Common Stock. The allocation of options between
Post-Effective Date management and the celebrities,
and the vesting schedule of such options, shall be
reasonably acceptable to the Informal Noteholders'
Committee. Such options shall have a five-year term
and be set at an exercise price based upon the fair
market value of the Company's stock as of the
Effective Date.
III.6 FUTURE OPERATIONS. Prior to the Plan confirmation
date, the Company shall present the Noteholders with a
Post-Effective Date business plan (including a store
closing plan and asset sale timetable) in form and
substance reasonably satisfactory to the Informal
Noteholders' Committee. The Company will use its best
efforts to reduce operating overhead wherever
practicable.
III.7 PRE-BANKRUPTCY STANDSTILL. Prior to filing for Chapter
11 relief, the Company will declare a moratorium on
the payment of all non-ordinary course debt, except
that the Company shall have the right to repay the
SunTrust Facility. The Company will not pay such debt
(other than the SunTrust Facility) or enter into any
transactions outside the ordinary course of business
(including, without limitation, sale of assets, major
funding obligations, capital expenditures, and lease
termination settlements) without the consent of the
Informal Noteholders' Committee, such consent not to
be unreasonably withheld [****]
III.8 TIMING. By the earlier to occur of: (a) the fifth
business day after the Company's acceptance of this
proposal; or (b) August 10, 1999, the Company shall
demonstrate, to the reasonable satisfaction of the
Informal Noteholders' Committee, the financial
wherewithal of each of the New
***Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.***
<PAGE>
Money Investor and the prospective holders of the New
Senior Secured Notes to fulfill their respective
obligations under the Plan. In addition, the Plan of
Reorganization shall be filed no later than September
30, 1999, and the Effective Date for the entire
transaction is to occur no later than December 21,
1999. Additional interim timing benchmarks will be
negotiated.
III. 9 ESCROW. By the fifth business day after the Company is
advised in writing that the holders of $160 million in
principal amount of the notes have agreed to this term
sheet, the New Money Investor shall place $5 million
in escrow (the "Good Faith Deposit") to be applied
toward the satisfaction of the New Money Investor's
obligations under the Plan. The Good Faith Deposit
shall be nonrefundable, except if a plan containing
terms no less favorable to the Noteholders then this
proposal is not accepted by holders of $160 million in
principal amount of the Notes. If the New Money
Investor fails to make the Good Faith Deposit when
due, or otherwise fails to satisfy its obligations
hereunder, the Company shall consent to a
restructuring plan for the Company in substantially
the form of the Informal Noteholders' Committee's
restructuring proposal dated May 6, 1999.
NEW SECURED PIK NOTE TERMS:
Issuer: Planet Hollywood International,
Inc.
Guarantors: Reorganized Parent and all
Operating Subsidiaries
Principal Amount: $60 MM
Maturity: Fifth anniversary of Effective Date
Interest: Payable semi-annually in cash, at
10% per annum, or, at the sole
election of the issuer, payable in
kind in additional New Secured PIK
Notes at 12.75% per annum;
PROVIDED, HOWEVER, that commencing
two and one-half years after the
Effective Date, interest on the New
Secured PIK Notes shall be payable
only in cash at 10% per annum; and
further provided, however, that
after 1 year from the date of
issuance, interest on the New
Secured PIK Notes shall be paid in
cash at 10% per annum if the ratio
of the Company's consolidated
EBITDA to Interest Expenses is
greater than 1.75 for the last
twelve month period.
Security: The New Secured PIK Notes shall be
secured by liens on substantially
all of the Company's assets junior
solely to the new Senior Secured
Notes and up to $25 million of a
working capital facility.
Call Protection: New Secured PIK Notes may be
redeemed, in whole
<PAGE>
or in part, at any time, at the
option of the Issuer, at par plus
accrued and unpaid interest to the
date of redemption.
Covenants: Normal and customary for secured
indebtedness of this nature, to be
determined to the reasonable
satisfaction of the Informal
Noteholders' Committee.
Redemption: At an annual measuring point to be
agreed upon by the Company and the
Informal Noteholders' Committee:
(a) if the ratio of the Company's
consolidated EBITDA to Interest
Expense is greater than 2.0 for the
last twelve month period; and (b)
the sum of the Company's cash plus
availability under its
Post-Effective Date Working Capital
Facility exceeds $25 million, then
50% of such excess shall be used to
redeem the New Secured PIK Notes.
NEW WARRANT TERMS:
Issuer: Planet Hollywood
International, Inc.
Strike Price: Set at a level such that value will
accrue and be "in-the-money" to
such warrants to the extent
unsecured creditors receive full
recovery on their claims (including
accrued and unpaid interest as of
the date of the filing of the
Company's Chapter 11 case).
Term: 3 years after the date of Issue.
<PAGE>
[Gray, Harris & Robinson, P.A. Letterhead]
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 & Robinson, 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
<PAGE>
New Money Investors
Page 2
August 26, 1999
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 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
<PAGE>
New Money Investors
Page 3
August 26, 1999
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 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 the 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 wilful misconduct withe 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.
<PAGE>
New Money Investors
Page 4
August 26, 1999
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 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 & ROBINSON, P.A.
<PAGE>
New Money Investors
Page 5
August 26, 1999
Agreed and accepted this
______ day of August, 1999:
Kingdom Planet Hollywood, Ltd.
By:___________________________
Name: Gary R. Davis
Its: Chief Executive Officer
[A trust to be formed for the benefit of
Robert Earl's children]
[New Money Investor's legal name]
By:___________________________
Name: Thomas Kessler
Its: Director
Leisure Ventures Pte Ltd.
[New Money Investor's legal name]
By:___________________________
Name: Stephen Lau
Its: Director
