January 19, 1999
Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Sirs:
Reference is made to the Lock-Up Letter dated
November 6, 1998, as amended December 14, 1998 (the
"Letter"), between you and the undersigned, attached hereto
as Exhibit A.
This letter amendment sets forth your and our
agreement to amend the Letter. Accordingly, the Letter is
hereby amended as follows:
Subparagraph (ii) is replaced in its entirety with
the following:
(ii) if the Shelf Registration Statement (as
defined in the Registration Rights Agreement dated
November 6, 1998, as amended on January 19, 1999,
between the Company and the undersigned (the
"Registration Rights Agreement")) is not declared
effective by the Securities and Exchange Commission
(the "Commission") on or before such date as the
Company publicly announces its earnings results
through September 30, 1998 (which announcement date
is expected to be on or before November 11, 1998),
then the restriction in this agreement shall not
apply to the transfer of, and the undersigned shall
be entitled to transfer, in one or several
transactions, up to 1,000,000 shares of Common
Stock in reliance on the exemption from the
registration requirements of the Securities Act
provided by Rule 144 (a "144 Transaction");
provided, however, that (A) such 144 Transaction
shall be effected only in the manner described in
Section 2(b) of the Registration Rights Agreement,
including obtaining the prior approval in writing
of the Company's Chief Operating Officer of any
prospective purchaser, and shall be made only in
compliance with the internal rules of the Company
concerning the sale of Common Stock by affiliates;
provided, however, that any rejection by the Chief
Operating Officer of any prospective purchaser
hereunder shall count toward the aggregate number
of
2
rejections allowed before the undersigned's
termination rights are triggered pursuant to
Section 2(b) of the Registration Rights Agreement,
and (B) such 144 transaction shall only be
permitted concurrently with or after the sale of
all the shares of Common Stock covered by the
registration statement filed with the Commission
pursuant to the Registration Rights Agreement; and
This amendment may be executed in counterparts,
each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument.
Except as herein amended, the Letter shall
otherwise remain in full force and effect.
This letter amendment shall be governed by, and
construed in accordance with, the internal laws of the State
of New York, without reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has
duly executed and delivered this letter amendment as of the
19th day of January, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
--------------------------------
Name:
Title:
-------------------------------
Xxxxx Xxxxxx
January 19, 1999
Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Dear Sirs:
Reference is made to the Registration Rights
Agreement dated November 6, 1998 (the "Agreement"), between
you and the undersigned, attached hereto as Exhibit A.
This letter amendment sets forth your and our
agreement to amend the Agreement. Accordingly, the Agreement
is hereby amended as follows:
Paragraph 2(b) is replaced in its entirety with the
following:
(b) Holders shall dispose of Shares pursuant to the
Shelf Registration Statement only in privately
negotiated transactions of at least 250,000 shares
per transaction with purchasers who are identified
by the selling Holder to the Company in advance of
such disposition as set forth below and only to a
purchaser who shall be a Permitted Transferee (as
defined below). The Company shall in good faith use
its commercially reasonable efforts to identify
prospective purchasers for the Shares, including,
as soon as practicable, approaching the Company's
current largest stockholders to ascertain their
interest in acquiring some or all of the Shares
from the Holders. At the request of a Holder who
has identified a prospective purchaser of Shares,
the Company shall cause its Chief Executive Officer
or Chief Operating Officer to be available on
reasonable advance notice and at reasonable times
to meet with representatives of such Xxxxxx and
such identified purchaser to discuss the Company's
business and prospects. A "Permitted Transferee"
shall mean any "accredited investor" of the type
described in Rule 501(a)(1) (other than a broker or
dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (the "Exchange
Act")), (2), (3) or (7) that is approved in writing
in advance by the Company's Chief Operating Officer
as set forth below, other than (i) a person who is
primarily engaged in a business that is directly
competitive with any of
2
the businesses of the Company and (ii) a person
who, after giving effect to such prospective
purchase of Shares, would beneficially own more
than 30% of the Company's then outstanding voting
common stock. Notwithstanding the foregoing
definition, nothing in this Section 2(b) shall
preclude a Holder from utilizing the services of a
broker or dealer registered pursuant to Section 15
of the Exchange Act to facilitate the disposition
of Shares to a Permitted Transferee. In connection
with any proposed disposition of Shares by a Holder
pursuant to the Shelf Registration Statement, such
Holder shall notify the Company on any Business Day
in a writing (which may be by facsimile) addressed
to the Company's Chief Operating Officer and the
Company's General Counsel of the identification of
the proposed purchaser and the number of shares
involved in the proposed transaction, provided,
however, that if the proposed disposition of Shares
is to a purchaser listed on Annex A attached
hereto, as such Annex may from time to time be
amended by the parties, such proposed purchaser
shall automatically be deemed to be approved by the
Chief Operating Officer with no notice required to
be given by the Holder to the Company's Chief
Operating Officer and General Counsel. The
Company's Chief Operating Officer, acting in good
faith, shall notify such Holder not later than the
close of business (New York time) on the Business
Day next succeeding the day on which notice is duly
given to the Company, whether such proposed
purchaser is approved, and if not approved, setting
forth the reasonable basis upon which approval was
withheld. Failure to so notify within the required
time period shall constitute the approval of such
proposed purchaser. If the Company's Chief
Operating Officer shall have disapproved of a
proposed purchaser or purchasers (that otherwise
meet the criteria for a Permitted Transferee) which
disapproval or disapprovals relate in the aggregate
to the proposed sale of 2,000,000 Shares, the
Seller shall have the unilateral right, by giving
written notice to the Company, to immediately
terminate this Agreement and the Lock-up Letter,
dated November 6, 1998, between the Company and the
Seller (which will entitle the Company to withdraw
the Shelf Registration Statement), whereupon the
Seller shall be entitled to dispose of any shares
of
3
Common Stock in any manner otherwise permitted
by applicable law.
This amendment may be executed in counterparts,
each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument.
Except as herein amended, the Agreement shall
otherwise remain in full force and effect.
This letter amendment shall be governed by, and
construed in accordance with, the internal laws of the State
of New York, without reference to its choice of law rules.
IN WITNESS WHEREOF, each of the undersigned has
duly executed and delivered this letter amendment as of the
19th day of January, 1999.
Very truly yours,
PLANET HOLLYWOOD
INTERNATIONAL, INC.
By
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Name:
Title:
