VOTING AGREEMENT AMONG STOCKHOLDERS
(New Money Investors)
This Voting Agreement Among Stockholders (the "Agreement") is entered into
as of ________________, 2000, by and between Planet Hollywood International,
Inc., a corporation organized under the laws of the State of Delaware (the
"Company"), and the undersigned parties, hereinafter collectively called
"Stockholders," and individually called a "Stockholder."
RECITALS
A. On October 12, 1999, the Company and certain of its affiliates
(collectively, the "Debtors") commenced cases under Chapter 11 of Title 11
of the United States Code by filing voluntary petitions in the United
States Bankruptcy Court for the District of Delaware, Case No. 99- 03612
(the "Bankruptcy Court").
B. On November 8, 1999, the Debtors filed their Joint Plan of Reorganization
and Disclosure Statement with the Bankruptcy Court, which was supported by
the Official Committee of Unsecured Creditors for the Debtors.
C. Following a hearing held on December 9, 1999, the Bankruptcy Court
approved the disclosure statement as amended and scheduled a hearing on
confirmation of the reorganization plan for January 20, 2000.
D. On December 13, 1999 the Debtors filed their First Amended Joint Plan of
Reorganization (the "Plan") and First Amended Disclosure Statement (the
"Disclosure Statement") with the Bankruptcy Court. Capitalized terms used,
but not defined, herein shall have the same meanings as in the Plan.
E. A hearing on the confirmation of the Plan was held on January 20, 2000 and
the Plan, as modified by the Confirmation Order, was confirmed by the
Bankruptcy Court pursuant to an order entered January 21, 2000 (the
"Confirmation Order").
F. The terms of the Plan provide that the Stockholders will invest
approximately $30 million in the Company to acquire approximately seven
million of the ten million shares of the Company's New Common Stock to be
issued upon consummation of the Plan.
G. On the date hereof, the Stockholders have also entered into another voting
agreement, separate from this Agreement, providing for the election of
certain initial directors of the Company and agreeing to subsequently vote
in favor of two individuals nominated by the New Indenture Trustee of the
New Secured PIK Notes in certain instances, a copy of which is attached
hereto as Exhibit A and incorporated herein by this reference (the "PIK
Agreement").
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H. The Stockholders desire by this Agreement to make certain additional
agreements with respect to how any New Common Stock held by the
Stockholders shall be voted on certain matters.
I. The Stockholders have agreed that entering into this Agreement is in the
best interest of the Company and will promote harmonious relationships
between them with respect to the affairs of the Company.
In consideration of the foregoing recitals and of the mutual covenants and
conditions set forth below, the Stockholders agree as follows:
SECTION ONE
ELECTION OF DIRECTORS
A. Except as otherwise provided in the PIK Agreement, the Stockholders
each covenant and agree that on the proposal (whether or not made at a
stockholders' meeting) to remove any directors, or to elect directors other than
the New Money Directors (as such term is defined in the PIK Agreement), or to
fill any vacancy on the Board of Directors or any newly created directorship,
they will each vote all their shares of New Common Stock (however acquired) and,
if applicable, vote as a director of the Company, or cause their designees to
vote as directors, in accordance with the direction of Robert Earl; provided
that Robert Earl is serving (i) on the Board of Directors (or has a designee
serving on the Board of Directors) or (ii) as an executive officer of the
Company.
B. Notwithstanding the foregoing paragraph A, but subject to the terms of
the PIK Agreement, it is expressly acknowledged by the parties that each
Stockholder shall at all times have the right to nominate a single candidate for
election to the Board of Directors upon sixty (60) days prior written notice to
all other Stockholders and Robert Earl, and if such nomination is timely made,
the Stockholders agree that they shall vote all their shares of New Common Stock
(however acquired) and, if applicable, vote as a director of the Company, or
cause their designees to vote as directors, to ensure that such candidate is
elected to the Board of Directors; provided, that the Stockholder making such
nomination, at the time of such nomination, (i) does not already have a
representative or designee sitting on the Board of Directors and (ii) owns at
least seven hundred fifty thousand (750,000) shares of the issued and
outstanding New Common Stock.
SECTION TWO
ELECTION OF CHIEF EXECUTIVE OFFICER
The Stockholders each covenant and agree that they shall at all times vote
all their shares of New Common Stock (however acquired) and, if applicable, vote
as a director of the Company, or cause their designees to vote as directors, to
ensure that Robert Earl is elected as Chief Executive Officer of the Company,
provided, that Robert Earl agrees to accept such election and is serving as
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Chief Executive Officer in accordance with any employment or consulting
agreement which he may have with the Company.
SECTION THREE
VOTING ON OTHER MATTERS
The Stockholders each covenant and agree that on the proposal (whether or
not made at a stockholders' meeting) to amend the Company's Articles of
Incorporation or Bylaws, or to remove officers, or to issue shares of the
Company's securities, they will each vote all their shares of New Common Stock
(however acquired) and, if applicable, vote as a director of the Company, or
cause their designees to vote as directors, in accordance with the direction of
Robert Earl; provided that Robert Earl is serving (i) on the Board of Directors
(or has a designee serving on the Board of Directors) or (ii) as an executive
officer of the Company.
SECTION FOUR
REPRESENTATION
Each Stockholder represents to the others that it is, or will be, the sole
beneficial owner of all New Common Stock owned of record by it. Each Stockholder
further represents to the others that it will not transfer any of its shares of
New Common Stock to a related party for the purpose of avoiding the terms of
this Agreement.
SECTION FIVE
SPECIFIC PERFORMANCE
The parties acknowledge and agree that it is not possible to measure in
money the damages that will accrue to a party hereto, or to a person obligated
under or benefitted by this Agreement, by reason of failure to perform any of
the obligations under this Agreement. Therefore, if any party or person shall
institute any action or proceeding to enforce the provisions hereof, any person,
including the Company, against whom such action or proceeding is brought hereby
agrees that the terms and provisions of this Agreement shall be specifically
enforceable and waives the claim or defense therein that such party or person
has or have an adequate remedy at law, and such person shall not urge in any
action or proceeding the claim or defense that such remedy at law exists.
SECTION SIX
PARTIES BOUND, BENEFIT OF AGREEMENT
This Agreement shall be binding on and shall inure to the benefit of the
parties to this Agreement, and their respective heirs, executors,
administrators, legal representatives, and assigns.
SECTION SEVEN
TERMINATION
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This Agreement shall terminate upon: (1) the written agreement of
Robert Earl (if alive), the Company and all Stockholders; (2) the death of the
last surviving Stockholder; or (3) the acquisition by the Company or one
shareholder of all of the issued and outstanding shares of New Common Stock,
with the result that there is only one shareholder of the Company.
SECTION EIGHT
GOVERNING LAW AND ARBITRATION
This agreement shall be governed by, and interpreted and construed under
and in accordance with the laws of Delaware. In the event a dispute arises under
this Agreement which cannot be resolved, such dispute shall be submitted to
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect. All such arbitration shall take place at
the office of the American Arbitration Association located in Orlando, Florida.
The award or decision rendered by the arbitrator(s) (including an allocation of
the costs of arbitration) shall be final, binding and conclusive and judgment
may be entered upon such award by any court. The arbitration provisions of this
Agreement shall not prevent any party from obtaining injunctive relief from a
court of competent jurisdiction to enforce the obligations of the other party
hereunder for which such party may require provisional relief pending a decision
on the merits by the arbitrator(s). The arbitrator(s) shall have authority to
award any remedy or relief that a court of the State of Delaware could grant in
conformity with applicable law, including the authority to award attorneys' fees
or punitive damages. If any party to this Agreement brings an arbitration or
action to enforce its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including without limitation
reasonable attorneys' fees and fees of experts, incurred in connection with such
action, including any appeal of such action.
SECTION NINE
MODIFICATION
No modification, rescission, cancellation, amendment, or termination of
this Agreement shall be effective unless it is in writing and is signed by all
parties to this Agreement.
SECTION TEN
COUNTERPARTS
This agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which, taken together, shall constitute
the Agreement.
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<PAGE>
In witness whereof, the parties have executed this Agreement effective as
of the day and year first above written.
HOLST TRUST MAGNETIC LIGHT PROFITS
By: Lauren Investments Holdings Limited, a LIMITED, a company organized
British Virgin Islands corporation, as truunder the laws of the British
Virgin of the Holst Trust, a British Virgin IslanIslands
Trust U/A/D 9/10/99
By:____________________________
By:_____________________________________ printed name:___________________
printed name:_____________________________ title:_________________________
title:____________________________________
By:_____________________________________ CLAUDIO GONZALEZ, an
printed name:_____________________________ individual
title:____________________________________
------------------------------
Claudio Gonzalez
LEISURE VENTURES PTE LTD., a company PLANET HOLLYWOOD
organized under the laws of Singapore INTERNATIONAL, INC., a
Delaware corporation
By:_____________________________________ By:____________________________
printed name:_____________________________ printed name:___________________
title:____________________________________ title:__________________________
KINGDOM PLANET HOLLYWOOD LTD., a
company organized under the laws of the Cayman Islands
By:_____________________________________
printed name:_____________________________
title:____________________________________
ACKNOWLEDGED AND AGREED TO BY:
ROBERT EARL, an individual
------------------------------
Robert Earl
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