PLANET HOLLYWOOD INTERNATIONAL, INC.
Exhibit 10.7B
Third Amendment to the License Agreement
dated as of November 6, 1998, by and between
the Registrant and Planet Hollywood (Asia) Pte. Ltd.
THIRD AMENDMENT TO
LICENSE AGREEMENT
THIS THIRD AMENDMENT TO LICENSE AGREEMENT (the "Amended Agreement"), is
made and entered into as of the 6th day of November, 1996, by and between PLANET
HOLLYWOOD INTERNATIONAL, INC., a corporation organized under the laws of the
State of Delaware, 0000 Xxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
(hereinafter referred to as "LICENSOR") and PLANET HOLLYWOOD (ASIA) PTE, LTD.,
00 Xxxxxxxx Xxxx, #00-00, XXX Xxxxx, Xxxxxxxxx 0000, a corporation organized
under the laws of the country of Singapore (hereinafter referred to as
"LICENSEE").
W I T N E S S E T H:
WHEREAS, LICENSEE entered into a License Agreement dated as of December 4,
1992 with Planet Hollywood, Inc., a Delaware corporation and LICENSOR's
predecessor-in-interest by way of statutory merger ("PHI"), pursuant to which
PHI accorded LICENSEE the right to use, sublicense or franchise the PLANET
HOLLYWOOD name and intellectual property rights to develop Planet Hollywood
restaurants in certain territories (the "License Agreement");
WHEREAS, LICENSOR succeeded to PHI's rights, duties and obligations under
the License Agreement pursuant to a reorganization which occurred effective as
of January 1, 1995;
WHEREAS, the License Agreement has previously been amended on two
occasions. The First Amendment to License Agreement was dated as of July 1, 1995
(the "First Amendment"), and the Second Amendment to License Agreement was dated
as of October 1, 1995 (the "Second Amendment").
WHEREAS, LICENSOR and LICENSEE mutually desire to amend said License
Agreement again, effective as of the date hereof;
NOW, THEREFORE, for and in consideration of the premises and of the mutual
promises and conditions herein contained, and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties do
hereby agree as follows:
1. Definitions. All terms not herein defined shall have the meanings set
forth in the License Agreement.
2. Amendment to Section 2(b). Section 2(b) of the License Agreement,
regarding the Territories licensed to LICENSEE, shall hereby be amended and
restated by deleting the existing paragraph in full and replacing it with the
following:
"(b) The "Territories" shall mean the following countries or cities:
Thailand; Malaysia; The Philippines; Korea; Singapore; Taiwan; South
Africa; Hong Kong; Indonesia; China; Australia; India; Egypt; Saudi
Arabia; Vietnam; Guam; Auckland, New Zealand; and Hiroshima, Japan;
provided, however, that neither LICENSEE nor its permitted assigns shall
open a Planet Hollywood restaurant in Hiroshima, Japan until the earlier
to occur of (i) the day following the date LICENSOR opens a Planet
Hollywood restaurant in Tokyo, Japan, and (ii) November 6, 1998."
3. Amendment to Section 2(c). Section 2(c) of the License Agreement,
regarding the payment of consideration, shall hereby be amended and restated by
deleting the existing paragraph in full and replacing it with the following:
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"(c) LICENSEE agrees to pay LICENSOR, as consideration for the use
of the INTELLECTUAL PROPERTY RIGHTS, and as consideration for other
services rendered or provided by LICENSOR to LICENSEE in order to permit
LICENSEE to perform its obligations under applicable franchise and license
agreements, the sum of One Hundred Dollars ($100), plus the amounts of all
initial franchise or license fees (for this purpose, initial franchise or
license fees shall mean the fees paid by the franchisee or licensee for
the franchise other than continuing fees payable based upon the
franchisee's or licensee's sales or receipts) paid to LICENSEE for
franchises or licenses granted by LICENSEE with respect to operations in
the Territories except for the following countries or cities: Singapore;
India; Australia; Egypt; Saudi Arabia; Vietnam; Guam; Auckland, New
Zealand; and Hiroshima, Japan (LICENSEE shall be entitled to one hundred
percent (100%) of the initial franchise or license fees payable with
respect to operations such countries). LICENSEE agrees to cause all
franchisees or licensees to pay any initial franchise or license fees due
to LICENSOR pursuant to this Section 2(c) directly to LICENSOR.
4. Effect. This Amended Agreement shall supersede and control over the
License Agreement to the extent of any conflict therewith. Except as otherwise
set forth in this Amended Agreement, all of the remaining provisions of the
License Agreement, as amended by the First Amendment and the Second Amendment,
shall remain in full force and effect and are hereby ratified and approved.
IN WITNESS WHEREOF, the parties have executed this Amended Agreement as of
the day and year first above written.
PLANET HOLLYWOOD INTERNATIONAL, INC.,
a Delaware corporation
By:
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Name:
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Its:
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PLANET HOLLYWOOD (ASIA) PTE, LTD,
a Singapore corporation
By:
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Name:
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Its:
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