PLANET HOLLYWOOD INTERNATIONAL, INC.
Exhibit 4.4
First Amendment to
Revolving Credit and Term Loan Agreement
dated as of October 1, 1997
among the Registrant, SunTrust Bank and
certain other banks
FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BY AND AMONG
PLANET HOLLYWOOD INTERNATIONAL, INC.,
CERTAIN CORPORATIONS LISTED AS GUARANTORS THEREON,
THE BANKS SIGNATORY THERETO,
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, AS AGENT, AND
THE BANK OF NOVA SCOTIA, AS DOCUMENTATION AGENT
DATED AS OF OCTOBER 1, 1997
CLOSING DOCUMENTS
FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT,
CONSENT AND WAIVER
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT, CONSENT
AND WAIVER (the "First Amendment") dated as of October 1, 1997, by and among
PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation (the "Borrower"),
the corporations listed on the Joinder to the Credit Agreement hereinafter
described (the "Guarantors"), the Lenders signatories to the Credit Agreement
(the "Lenders"), SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a
national banking association, as Agent (the "Agent") and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank, as Documentation Agent (the "Documentation
Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Lenders, the Agent and the
Documentation Agent have entered into that certain Revolving Credit and Term
Loan Agreement dated as of September 18, 1997 (the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested the Lenders to
increase the Maximum Letter of Credit Amount available for issuance of Letters
of Credit under the Credit Agreement, to consent to certain actions of the
Borrower and/or its Subsidiaries and to waive certain provisions of the Credit
Agreement; and
WHEREAS, the Lenders, the Agent and the Documentation Agent have agreed to
amend the Credit Agreement to provide for the foregoing, subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Credit Agreement. The Credit Agreement is hereby amended by the
deletion of the definition of the term "Maximum Letter of Credit Amount"
contained in Section 1.1 of the Credit Agreement and substituting in lieu
thereof the following:
"'Maximum Letter of Credit Amount' shall mean $10,000,000.00."
2. Consent and Waiver of Certain Provisions of the Credit Agreement. The Agent
and the Lenders hereby:
a. Consent to the pledge by Planet Hospitality Holdings, Inc., a
Subsidiary of the Borrower, of its sole asset, being its limited and general
partnership and member's interests (the "Partnership Interests") in 401 Hotel,
L.P., 401 Hotel General Partner, L.L.C., 401 Commercial, L.P. and 401 General
Partner, L.L.C., which entities own and/or operate the Hotel Pennsylvania, to
Salomon Brothers Realty Corp. pursuant to two Pledge Agreements and Limited
Recourse Guaranties, copies of which have been provided to the Agent and the
Lenders, in connection with financing extended by Salomon Brothers Realty Corp.;
b. Consent to the Borrower entering into a joint venture with Aladdin
Gaming L.L.C. to build a music casino and hotel in Las Vegas, Nevada and
investing up to $41,250,000.00 in such joint venture substantially in accordance
with the executive summary furnished to the Lenders by the Borrower (the "Las
Vegas Venture");
c. Waive the terms and provisions of Section 8.1 of the Credit Agreement
which limit or prohibit the pledge of the Partnership Interests; and
d. Waive the terms and provisions of Sections 8.2 and 8.3 of the Credit
Agreement which limit or prohibit the ability of the Borrower to invest in the
Las Vegas Venture.
It is the mutual understanding of the Borrower, the Guarantors, the Agent and
the Lenders that the waivers and consents contained in this paragraph relate and
shall apply solely to the specific items and events described herein, for the
purposes set forth herein, and do not apply to any other provisions of the
Credit Agreement or any other Credit Document nor to any future events or
circumstances which may violate or constitute or create a default under the
Credit Agreement or any of the other Credit Documents, whether or not of a
similar nature.
3. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
4. Capitalized Terms. All capitalized terms contained herein shall have the
meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.
5. Representations and Warranties. The Borrower and the Guarantors hereby
reaffirm all of the representations and warranties contained in the Credit
Agreement as though made and given in connection with the execution and delivery
of this First Amendment and further certify that all such representations and
warranties are true and correct on and as of the date hereof.
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6. Ratification of Credit Documents; Miscellaneous. Except for any modification
of and/or amendment to the Credit Agreement as herein provided, no other term,
condition or provision of the Credit Agreement shall be considered to be altered
or amended, and this First Amendment shall not be deemed a novation. The Credit
Agreement as amended hereby, and all other Credit Documents shall remain in full
force and effect. Each and every reference to the Credit Agreement in any other
Credit Document shall be deemed to refer to the Credit Agreement as amended by
this First Amendment. The Borrower and the Guarantors hereby acknowledge and
agree that the Credit Documents are, as of the date hereof, valid and
enforceable in accordance with their respective terms and that all amounts
extended by the Lenders to the Borrower pursuant thereto are absolutely and
unconditionally due and owing to the Lenders, and are not subject to any
defenses, counterclaims or rights of set-off whatsoever.
7. Governing Law. THIS FIRST AMENDMENT SHALL BE EFFECTIVE UPON EXECUTION BY ALL
LENDERS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the day and year first above written.
BORROWER:
ATTEST: PLANET HOLLYWOOD INTERNATIONAL, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
------------------------------ ------------------------------------
Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxx,
Secretary Executive Vice President
3
JOINDER BY GUARANTORS
Each of the undersigned, being a Guarantor of the Loans, hereby consents
to and joins in the foregoing First Amendment to Revolving Credit and Term Loan
Agreement, Consent and Waiver (the "First Amendment") and hereby (a) ratifies
and affirms its duties and obligations under the Credit Agreement as amended by
the First Amendment, (b) states, confirms and agrees that the Subsidiary
Guaranty Agreement executed by each of them is valid and binding without any
claim, counterclaim, defense or other right of offset whatsoever and (c)
reaffirms its absolute and unconditional guarantee of all obligations of the
Borrower to the Lenders under the Credit Agreement and each of the other Credit
Documents.
AS OFFICERS, DIRECTORS AND/OR
AUTHORIZED SIGNATORIES OF EACH OF
THE MATERIAL SUBSIDIARIES SHOWN ON
ANNEX "A" HERETO
ATTEST:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
------------------------------ ------------------------------------
Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxx,
Secretary Executive Vice President
AS OFFICERS, DIRECTORS AND/OR
AUTHORIZED SIGNATORIES OF EACH OF
THE MATERIAL SUBSIDIARIES SHOWN ON
ANNEX "B" HERETO
ATTEST:
/s/ Xxxx Xxxx By: /s/ Xxxx Xxxxxxxxx
------------------------------ ------------------------------------
Xxxx Xxxx, Xxxx Xxxxxxxxx,
Secretary President
Signed, sealed and delivered PLANET HOLLYWOOD (REGION V), INC.
in the presence of:
By:
------------------------------ ------------------------------------
Print Name: Xxxxx Xxxx,
------------------- President and Secretary
------------------------------
Print Name:
-------------------
4
JOINDER BY GUARANTORS
Each of the undersigned, being a Guarantor of the Loans, hereby consents
to and joins in the foregoing First Amendment to Revolving Credit and Term Loan
Agreement, Consent and Waiver (the "First Amendment") and hereby (a) ratifies
and affirms its duties and obligations under the Credit Agreement as amended by
the First Amendment, (b) states, confirms and agrees that the Subsidiary
Guaranty Agreement executed by each of them is valid and binding without any
claim, counterclaim, defense or other right of offset whatsoever and (c)
reaffirms its absolute and unconditional guarantee of all obligations of the
Borrower to the Lenders under the Credit Agreement and each of the other Credit
Documents.
AS OFFICERS, DIRECTORS AND/OR
AUTHORIZED SIGNATORIES OF EACH OF
THE MATERIAL SUBSIDIARIES SHOWN ON
ANNEX "A" HERETO
ATTEST:
------------------------------ ------------------------------------
Xxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxx,
Secretary Executive Vice President
AS OFFICERS, DIRECTORS AND/OR
AUTHORIZED SIGNATORIES OF EACH OF
THE MATERIAL SUBSIDIARIES SHOWN ON
ANNEX "B" HERETO
ATTEST:
------------------------------ ------------------------------------
Xxxx Xxxx, Xxxx Xxxxxxxxx,
Secretary President
Signed, sealed and delivered PLANET HOLLYWOOD (REGION V), INC.
in the presence of:
/s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxx
------------------------------ ------------------------------------
Print Name: Xxx Xxxxxx Xxxxx Xxxx,
------------------- President and Secretary
/s/ Xxxxxxxx Xxxxxxxx
------------------------------
Print Name: Xxxxxxxx Xxxxxxxx
-------------------
4
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, as a Lender,
and as Agent
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx,
First Vice President
5
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
AMSOUTH BANK, a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxx,
Vice President
6
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
THE BANK OF NOVA SCOTIA, as a
Lender and as Documentation
Agent
By: /s/ Xxxxxxx X. X. Xxxxx
---------------------------------
Xxxxxxx X. X. Xxxxx,
Vice President
7
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
BANQUE PARIBAS, a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: XXXXX XXXXXXXXX
----------------------------
Title: VICE PRESIDENT
---------------------------
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxx
----------------------------
Title: Director
---------------------------
8
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
DAI-ICHI KANGYO BANK, LIMITED,
ATLANTA AGENCY, a Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------
Title: Joint General Manager
---------------------------
9
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
THE FUJI BANK AND TRUST
COMPANY, a Lender
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------
Xxxxxxxx Xxxxxx,
Executive Vice President
10
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
LLOYDS BANK PLC, a Lender
By: /s/ Windsor X. Xxxxxx
-------------------------------------
Windsor X. Xxxxxx
Vice President and Manager
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
--------------------------------
Title: Assistant Vice President R156
-------------------------------
11
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
NATIONAL WESTMINSTER BANK PLC, a Lender
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx
Senior Corporate Manager
12
[SIGNATURE PAGE TO FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
BETWEEN SUNTRUST, AS AGENT,
AND PLANET HOLLYWOOD INTERNATIONAL, INC.]
THE SAKURA BANK, LIMITED, a Lender
By: /s/ Xxxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxxx Xxxxxxxx,
Vice President and Senior
Manager
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ANNEX "A"
Planet Hollywood (Aspen), Inc.
Planet Hollywood (Atlantic City), Inc.
Planet Hollywood (Boston), Inc.
Planet Hollywood (Chefs), Inc. [f/k/a Planet Hollywood (Nashville), Inc.]
Planet Hollywood (Chicago), Inc.
Planet Hollywood (Honolulu), Inc.
Planet Hollywood (London), Inc. [f/k/a Planet Hollywood (Seattle), Inc.]
Planet Hollywood (LP), Inc.
Planet Hollywood (Mail Order), Inc. [f/k/a Planet Hollywood (Denver), Inc.]
Planet Hollywood (Maui), Inc.
Planet Hollywood (New Orleans), Inc.
Planet Hollywood (New York City), Inc.
Planet Hollywood (Orlando), Inc.
Planet Hollywood (Orlando Distribution), Inc.
Planet Hollywood (Paris), Inc.
Planet Hollywood (Phoenix), Inc.
Planet Hollywood (Region I), Inc. [f/k/a Planet Hollywood (Miami), Inc.]
Planet Hollywood (Region II), Inc. [f/k/a Planet Hollywood (Atlanta), Inc.]
Planet Hollywood (Region III), Inc. [f/k/a Planet Hollywood (Washington), Inc.]
Planet Hollywood (Region IV), Inc.
Planet Hollywood (Region VI), Inc.
Planet Hollywood (Region VII), Inc. [f/k/a Planet Hollywood (San Diego), Inc.;
successor by merger to Planet Hollywood (Xxxxxxx Hills), Inc.]
Planet Hollywood (Tel Aviv), Inc.
Planet Hollywood (Warehouse), Inc.
1501 Broadway, Inc.
All Star Cafe International, Inc.
All Star Cafe (LP), Inc.
All Star Cafe (New York), Inc.
All Star Cafe (Region V), Inc.
All Star Cafe (Region VII), Inc.
All Star Cafe (Region VIII), Inc.
Authentic All Star, Inc.
Official All Star Cafe, Inc.
Coast Licensing, Inc.
Corner Enterprises, Inc.
EBCO Management, Inc.
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ANNEX "B"
Karmalanne, Inc.
Meant 2 Be, Inc.
Rocky Pit, Inc.
Ten Alps, Inc.
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