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)
September 10, 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. / /
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
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Lauren Investments Holdings Limited, as trustee of the Holst Trust, a
British Virgin Islands Trust U/A/D 9/10/99
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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)
OO
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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
British Virgin Islands
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Number of 7 Sole Voting Power
Shares 0
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Beneficially 8 Shared Voting Power
Owned By 0
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Each 9 Sole Dispositive Power
Reporting 0
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Person 10 Shared Dispositive Power
With 0
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
0
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12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
(See Instructions)
[X]
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13 Percent Of Class Represented By Amount in Row 11
0.0
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14 Type Of Reporting Person (See Instructions)
OO
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<PAGE>
SCHEDULE 13D
Item 1 SECURITY AND ISSUER:
Class A Common Stock, $.01 par
Planet Hollywood International, Inc.
Item 2 IDENTITY AND BACKGROUND
This statement is being filed by Lauren Investments
Holdings Limited, a British Virgin Islands
corporation ("Lauren"), as trustee of the Holst
Trust, a British Virgin Islands Trust U/A/D 9/10/99
(the "Trust"). Lauren's principal business is acting
as trustee of the Trust and certain other trusts. The
Trust's principal offices are located at
International Trust Building, Wickhams Cay, Roads
Town Tortola, British Virgin Islands.
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
the New Common Stock will be the Trust's corpus.
Item 4 PURPOSE OF TRANSACTION
On August 24, 1999, Planet Hollywood International,
Inc. (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.
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
the Trust understands owns approximately 16% of the
Company's Class A Common Stock; (ii) Leisure
Ventures, Pte Ltd., a company organized under the
laws of Singapore which the Trust understands owns
approximately 12% of the Company's Class A Common
Stock; and (iii) the Trust, a trust which has been
established for the sole benefit of the children of
Mr. Robert Earl. The New Money Investors expect to
provide an aggregate of up to 10% of the then
outstanding New Common Stock to third parties in
<PAGE>
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 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-
<PAGE>
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.
Item 5(a) The Trust has never owned any shares of the Company's
Class A Common Stock, $0.01 par. The only
beneficiaries of the Trust are the children of Robert
Earl, the Chief Executive Officer, and a major
shareholder, of the Company. The only directors of
Lauren, trustee of the Trust, are two individuals,
neither of whom has any relationship to Mr. Earl.
Other than those two individuals, no one else
exercises any type of control over Lauren or the
Trust or has any beneficial ownership in Lauren.
Lauren has unlimited control in its management of
the Trust, and Mr. Earl does not maintain any direct
or indirect control over the Trust. On February 4,
1999, Mr. Earl filed a Schedule 13G (Amendment No. 2)
with the Commission outlining his ownership in the
Company. Mr. Earl disclaims any beneficial ownership
of the securities or other assets held by the Trust.
As described in Item 4 above, Lauren (as trustee of
the Trust), 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.
Lauren, as trustee of the Trust, is expected to own
approximately 20% of the New Common Stock. Until the
New Common Stock is issued, the aggregate number of
shares to be held by Lauren is undeterminable.
Item 5(b) The number of Class A shares as to which Lauren, as
trustee of the Trust, has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 0
<PAGE>
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5(c) Not applicable.
Item 5(d) As beneficiaries of the Trust, the children of
Robert Earl, may have the right to receive dividends
from, or the proceeds from the sale of, securities
held by Lauren, as trustee of the Trust, including
shares of the New Common Stock.
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 Lauren and the Trust, 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 14, 1999
HOLST TRUST
By: Lauren Investments Holdings Limited, as Trustee
Name: /s/ CAROLINE DELETRA
--------------------
Caroline Deletra
Title: DIRECTOR
Name: /s/ THOMAS KESSLER
------------------
Thomas Kessler
Title: DIRECTOR
<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 Byrd F. Marshall, Jr., Esq., 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 attorney-in-fact and agent 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 attorney-in-fact named
herein.
Dated as of: September 14, 1999
HOLST TRUST
By: Lauren Investments Holdings Limited,
as Trustee
/s/ CAROLINE DELETRA
------------------------
Caroline Deletra
Title: DIRECTOR
-------------------------
/s/ THOMAS KESSLER
------------------------
Thomas Kessler
Title: DIRECTOR
-------------------------
<PAGE>
EXHIBIT 1
***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:
Class 1: 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 or in part, at
any time, at the option of the
Issuer, at par plus accrued and
<PAGE>
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>
EXHIBIT 2
[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 competent jurisdiction
(the "Bankruptcy Court") over the case begun by PHII's filing
<PAGE>
New Money Investors
Page 2
August 26, 1999
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
and to disbursements of same in accordance with the
provisions hereof. The Escrow Agent undertakes to perform only
such duties as are expressly set forth herein, and no implied
duties or obligations of the Escrow Agent shall be implied by
virtue of this Agreement.
7. The Escrow Agent may consult with counsel of its own choice
and shall have full and complete authorization and protection
for any action taken or suffered by it hereunder in good faith
and in accordance with the opinion of such counsel. The Escrow
Agent shall not be liable for any mistakes of fact or error of
judgment, or for any acts or omissions of any kind unless
caused by its willful misconduct or gross negligence.
8. Notwithstanding any provisions contained herein to the
contrary, in the event of disagreement about the
interpretation of this Agreement, or about the rights and
obligations of the parties hereto, or the propriety of any
action contemplated by the Escrow Agent hereunder, the Escrow
Agent may, in its sole discretion, file an action in
interpleader (in accordance with paragraph 12 below)
to resolve said disagreement. The Escrow Agent shall be
indemnified pursuant to the provisions
<PAGE>
New Money Investors
Page 3
August 26, 1999
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.
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
<PAGE>
New Money Investors
Page 4
August 26, 1999
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
