EXHIBIT 4.1
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(the "FIRST AMENDMENT") dated as of December 8, 1998 by and among PLANET
HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation, ("BORROWER") and SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SUNTRUST"), a national banking
association, THE BANK OF NOVA SCOTIA, ("SCOTIA BANK"), a Canadian chartered
bank, (collectively, the "LENDERS", and individually, a "LENDER") and SunTrust,
as Administrative Agent for the Lenders, Scotia Bank as Syndication Agent for
the Lenders, and SunTrust and Scotia Bank as Agents for the Lenders.
W I T N E S S E T H
WHEREAS, on or about March 25, 1998, the Borrower, the Agents and the
Lenders entered into a certain Amended and Restated Revolving Credit Agreement
(the "INITIAL LOAN AGREEMENT") dated March 25, 1998 pursuant to which the
Lenders and the Borrower restructured the then existing credit facilities which
had been extended to the Borrower into a single Total Revolving Loan in the
aggregate amount of $65,000,000 (the "REVOLVING LOANS"); and
WHEREAS, as a part of the Revolving Loans, but separate therefrom, the
Lenders also extended for and on behalf of the Borrower through one of its
subsidiaries a Credit Facility in the nature of a Synthetic Lease in the
aggregate face amount of $35,000,000 (the "SYNTHETIC LEASE"). For the purposes
of the Initial Loan Agreement and the other Credit Documents, the Borrower shall
be deemed to be the person primarily obligated under the Synthetic Lease,
although the primary obligor is a subsidiary of the Borrower; and
WHEREAS, in connection with the Synthetic Lease, SunTrust Bank, Atlanta
(the "CREDITOR"), an affiliate of SunTrust and the Borrower entered into an
interest rate swap so as to fix the interest rate in connection with the
obligations due and owing under the Synthetic Lease, which obligation, although
contingent, would become due and payable at such time as the Synthetic Lease is
"unwound" (the "INTEREST RATE SWAP"). For the purposes of the Interest Rate
Swap, the Creditor shall be deemed to be a Lender for the purposes of the
Initial Loan Agreement and the other Credit Documents, even though the Creditor
may not be a party signatory to all the Credit Documents; and
WHEREAS, the Borrower, the Agents, and the Lenders have reached an
agreement to modify and restructure the Revolving Loans, the Synthetic Lease,
and the Interest Rate Swap (collectively, the "CREDIT FACILITIES") so as to
provide for, among other matters:
A. In regard to the Credit Facilities:
(i) Pay off any outstanding balance due on the
Revolving Loans with a further provision that no further
Advances may be extended as a Revolving Loan. Those Letters
of Credit which are outstanding may remain but will be
separately secured by certain Cash Collateral (as defined
below). Outstanding Letters of Credit may only be renewed
with the consent of the Required Lenders; and
(ii) Restructure the payment dates and amounts due
under the Synthetic Lease; and
(iii) Confirm the obligations of the Borrower in
connection with the Interest Rate Swap, with provisions for
satisfying said obligation as and when payments are made on
the Synthetic Lease.
B. Amend and modify various provisions of the Initial Loan
Agreement and other Credit Documents including, by way of limitation,
the Maturity Date for the Loans, the financial covenants, and the
collateral provisions,
and the parties hereto wish to set forth said changes in this First Amendment.
NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements contained herein, the Borrower, the Agent, and
the Lenders agree as follows:
1. DEFINITIONS. Unless defined or re-defined in this First Amendment,
capitalized terms contained herein shall have the meanings defined and set forth
in the Initial Loan Agreement.
2. ADDITIONAL DEFINITIONS. There is hereby added to SECTION 1.1 of the
Initial Loan Agreement the following additional definitions:
"CASH COLLATERAL" shall mean for each Letter of Credit, a
Certificate of Deposit (in paperless form), with the amount of each
Certificate of Deposit to be agreed upon between SunTrust and the
Borrower.
"CREDITOR" shall mean SunTrust Bank, Atlanta, an affiliate of
SunTrust, and the entity which has extended Facility C. For the
purposes of the Agreement and each and every other Credit Document,
SunTrust Bank, Atlanta, shall be deemed to be a "Lender" and entitled
to all the benefits and privileges of said
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Credit Document, notwithstanding that it is not a signatory to said
other Credit Document. The purpose of this definition is to provide to
SunTrust Bank, Atlanta, the benefits as a Lender in connection with
Facility C. Notwithstanding the foregoing, the consent of SunTrust
Bank, Atlanta shall not be required in connection with any Credit
Document, as the only consent will be that of the Required Lenders
(being SunTrust and Scotia Bank), except in connection with the
Interest Rate Swap, for which any change would require the consent of
SunTrust Bank, Atlanta.
"EQUITY COMPONENT" shall mean in regard to the Synthetic
Lease, the Lessor's Invested Amount (as defined in the Master
Agreement) in the amount of $1,050,000.
"FACILITY A" shall mean the Revolving Loans (which includes
all Letters of Credit).
"FACILITY B" shall mean the Synthetic Lease.
"FACILITY C" shall mean the Interest Rate Swap.
"INTEREST RATE SWAP" shall mean the Interest Rate Swap
Agreement entered into between the Borrower and SunTrust to fix the
interest rate due under the Synthetic Lease.
"MASTER AGREEMENT" shall mean the Master Agreement, dated as
of November 24, 1997, among Planet Hollywood (Region III), Inc., as
Lessee, the Borrower as Guarantor, Atlantic Financial Group, Ltd., as
Lessor, certain financial institutions parties thereto, as Lenders, The
Bank of Nova Scotia, as Documentation Agent, and SunTrust, as Agent, as
such agreement has heretofore been, may contemporaneously herewith be
or may hereafter be amended or supplemented.
"NEW YORK PROPERTY" shall mean the property described by and
covered by the Synthetic Lease.
"SYNTHETIC LEASE" shall mean the Lease, as defined in the
Master Agreement.
"SYNTHETIC LEASE DOCUMENTS" shall mean the Operative Documents
as defined in the Master Agreement.
"SYNTHETIC LEASE NOTES" shall collectively mean the promissory
notes issued in connection with the Synthetic Lease including the
following:
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1.A Acquisition Note dated November 24, 1997 from the
Lessor to the Mortgagee, as Agent (the "AGENT") in the face
amount of $16,400,000; and
2.B Acquisition Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $3,000,000; and
3.A Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $12,300,000; and
4.B Construction Note dated November 24, 1997 from the
Lessor to the Agent in the face amount of $2,250,000.
3. AMENDMENT OF EXISTING DEFINITIONS. The following definitions set
forth in SECTION 1.1 of the Initial Loan Agreement are hereby amended as
follows:
"COLLATERAL" shall mean, except where otherwise directed by
the Administrative Agent, all tangible and intangible assets of the
Borrower, including, but not limited to, the Cash Collateral, all Stock
Collateral, notes from subsidiaries referenced on SCHEDULE 7.10,
general intangibles such as franchises, trademarks, brands, licenses,
patents and other rights necessary for the operation of its business,
the Headquarters Property and the New York Property. To the extent any
general intangibles such as franchises, trademarks, brands, licenses,
patents and other rights necessary for the operation of its business on
a domestic basis or located in a Subsidiary, then those assets in the
Subsidiary will also be included within the term "COLLATERAL" unless
otherwise set forth by the Required Lenders.
"CONSOLIDATED EBITDA" shall mean an amount equal to the sum of
the Consolidated Companies' Consolidated Net Income (Loss), plus, to
the extent deducted in determining Consolidated Net Income (Loss), (i)
Consolidated Income Tax Expense, (ii) Consolidated Interest Expense,
(iii) depreciation and amortization, and (iv) non-cash charges which
were included in determining the Consolidated Companies' net income for
its fourth quarter for its 1998 fiscal year. EBITDA shall be adjusted
to include the audited trailing twelve months EBITDA of any acquired
entity.
"CREDIT DOCUMENTS" shall mean, collectively, the Agreement, as
amended from time to time, the Notes, the Pledge Agreement, the
Security Agreement, and all other Security Documents, the Guaranty
Agreements, and all other Guaranty
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Documents, the Synthetic Lease Documents, together with all other
documents, agreements, certificates, schedules, notes, statements and
opinions, however described, referenced herein or delivered pursuant
hereto or in connection with or arising out of the Loans or the
transactions contemplated by this Agreement.
"MATURITY DATE" shall mean the earlier of (i) June 30, 1999,
or such later date as may be approved by the Agents and the Lenders, in
their sole discretion, or (ii) the occurrence of an Event of Default.
"OBLIGATIONS" shall mean all amounts owing to the Agents or
any Lender pursuant to the terms of this Agreement or any other Credit
Document (which, by definition, includes any and all obligations due
and owing under the Synthetic Lease and each other Synthetic Lease
Document (which includes all obligations in regard to the Equity
Component) and the Interest Rate Swap), including without limitation,
all Loans (including all principal and interest payments due
thereunder), all obligations in connection with all Letters of Credit,
interest rate cap agreements, interest rate swap agreements, foreign
currency exchange agreements and other hedging agreements or
arrangements, fees, expenses, indemnification and reimbursement
payments, indebtedness, liabilities, and obligations of the Credit
Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated, now existing or hereafter arising, together with all
renewals, extensions, modifications or refinancings thereof.
"REVOLVING LOANS" shall mean, collectively, the revolving
credit loans made to Borrower by the Lenders pursuant to Section 2.1,
including all Letters of Credit.
"TOTAL REVOLVING LOAN COMMITMENT" shall mean the sum of the
Revolving Loan Commitments of all the Lenders in the aggregate amount
of $6,797,357.34. This amount represents the face amounts currently
outstanding in U.S. dollars on the Letters of Credit.
4. DELETION OF DEFINITIONS. The following definitions are deleted from
the Initial Loan Agreement:
"LEASE" shall mean the lease to be entered into by and between
Atlantic Financial Group, Ltd., as the lessor, and the Borrower, as the
lessee, with respect to the New York Restaurant. (NOTE: This definition
is being deleted as it is being redefined under paragraph 2 above as a
"Synthetic Lease").
"MAXIMUM LETTER OF CREDIT AMOUNT" shall mean $10,000,000.00.
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"MAXIMUM MULTICURRENCY LOAN AMOUNT" shall mean the U.S. Dollar
Equivalent of $25,000,000.00.
"MAXIMUM SWING LINE AMOUNT" shall mean $5,000,000.00.
"MULTICURRENCY LOANS" shall mean Revolving Loans made in an
Available Foreign Currency and bearing interest at the Foreign Currency
Rate plus the Applicable Margin.
"REVOLVING LOANS A" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to Section
2.1, including multicurrency loans and swing line loans, up to the
aggregate principal amount of $100,000.00.
"REVOLVING LOANS B" shall mean, collectively, the revolving
credit loans made to the Borrower by the Lenders pursuant to Section
2.1, including multicurrency loans and swing line loans, up to the
aggregate amount of $64,900,000.00.
"SWING LINE ADVANCE" shall mean any Loan or Advance made or
outstanding hereunder made as a Swing Line Loan and bearing interest
based on the Swing Line Rate.
"SWING LINE COMMITMENT" shall mean the amount of such
commitment set forth under the Administrative Agent's name on the
signature page hereof, as the same may be increased or decreased from
time to time as a result of any amendment thereof pursuant to Section
11.2.
"SWING LINE LENDER" shall mean the Administrative Agent
subject, however, to the provisions of Section 2.1(i) below, in which
event, the term "Swing Line Lender" shall mean all the Lenders.
"SWING LINE LOAN" shall mean those Revolving Loans which are
extended by the Swing Line Lender under the provisions of Section
2.1(i) below.
"SWING LINE RATE" shall mean the absolute rate of interest
offered by the Swing Line Lender applicable to Swing Line Advances.
"SWING LINE LOANS" shall mean the revolving credit loans made
to the Borrower by the Administrative Agent pursuant to Section 2.1(i).
5. AMENDMENTS TO INITIAL LOAN AGREEMENT. The Initial Loan Agreement is
hereby amended as follows:
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(a) In regard to Article II regarding the revolving loans and
the letters of credit, the Borrower has paid all amounts currently
outstanding on all revolving loans and has further agreed that it shall
have no further right to obtain any further or additional Advances,
Letters of Credit or other Borrowings of any nature whatsoever under
the Revolving Loans. As such, the Lenders are under no further
obligations of any nature whatsoever to extend to the Borrower any
credit as a Revolving Loan.
(b) In regard to SECTION 2.7 regarding General Provisions as
to Letters of Credit, there is hereby added the following subsections
(d) through (f):
"(d) As of the date hereof, SCHEDULE 2.7 attached
hereto sets forth all the outstanding Letters of Credit.
(e) In connection with the outstanding Letters of
Credit, the following provisions shall apply:
(i) The Borrower shall pledge to and grant a
security interest in the Cash Collateral to secure
any reimbursement obligations to the Lenders in
connection with the Letters of Credit. The Cash
Collateral shall secure all the Letters of Credit.
(ii) The Borrower shall use all reasonable
efforts to cause the Letters of Credit to be
terminated so that said obligations shall no longer
be outstanding. In this regard, SunTrust shall be
under no duty or obligation to renew or extend any
Letter of Credit and, to the extent permitted under
the terms of the Letter of Credit, SunTrust may
notify the holder of said Letter of Credit that it is
being canceled or terminated.
(f) The Cash Collateral to be pledged for each Letter
of Credit is set forth in SCHEDULE 2.7 attached hereto. In
regard to those Letters of Credit which are issued in foreign
currency, the amount of the Cash Collateral is 125% of the
face amount of the Letter of Credit. If, due to currency
fluctuations, the amount of the Cash Collateral should at any
time and from time to time fall to 115% or less of the face
amount of the Letter of Credit, the Borrower shall pledge
additional Cash Collateral to bring said coverage back to
125%. "
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(c) In regard to Article III (which was not applicable in the
Initial Loan Agreement), that Article is now applicable in regard to
the Synthetic Lease and related Interest Rate Swap as follows:
"SECTION 3.1 SYNTHETIC LEASE NOTES - AMOUNTS DUE. The
Borrower does hereby state and confirm that there is due and
owing on the Synthetic Lease Notes as of the date hereof the
unpaid principal balance of $34,808,910.88 together with
interest on a quarterly basis from and after November 24,
1998. The Borrower does further state and agree that said
amounts are absolutely and unconditionally due and owing on
said Synthetic Lease Notes, and are not subject to any claim,
counter-claim, defense or other right of offset.
SECTION 3.2 PAYMENT OF SYNTHETIC LEASE - MANDATORY
PAYMENTS. The Borrower shall pay or cause to be paid the
Synthetic Lease Notes and the obligations owing under the
Synthetic Lease as follows:
(a) INTEREST. Interest shall continue to be
paid by the Borrower (as Basic Rent under the
Synthetic Lease) as and when due and in accordance
with the terms of the Synthetic Lease Notes.
(b) PRINCIPAL. The Borrower shall continue
to make scheduled principal payments due on the
Synthetic Lease as and when due.
(c) REQUIRED PRINCIPAL REDUCTIONS. The
Borrower shall make the following mandatory Basic
Rent Payments on the Synthetic Lease:
(i) Simultaneous with the execution
of this First Amendment, the Borrower has
made a payment in the amount of $10,000,000.
(ii) On or before March 31, 1999,
the Borrower shall make a further mandatory
payment in the amount of $12,500,000.
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Each payment shall be applied equally to SunTrust and
Scotia Bank.
(d) MATURITY DATE. Each Synthetic Lease Note
and all other obligations owing under the Synthetic
Lease shall be due and payable in full on June 30,
1999 (i.e. the Maturity Date).
SECTION 3.3 INTEREST RATE SWAP. In regard to the
Interest Rate Swap:
(a) The Credit Facility under the Interest
Rate Swap has been extended by SunTrust Bank,
Atlanta, an affiliate of SunTrust. Notwithstanding
that SunTrust Bank, Atlanta, may not be a signatory
to this Agreement or one or more other Credit
Documents, SunTrust Bank, Atlanta, shall be deemed to
be a Lender hereunder and be entitled to the benefits
and privileges set forth in this Agreement and each
other Credit Document. Specifically, the Collateral
shall secure any obligations due SunTrust Bank,
Atlanta in connection with the Interest Rate Swap,
and any mortgage, security interest or other lien
held by any one or more of the Agents shall further
be held to secure Facility C due and owing to
SunTrust Bank, Atlanta.
(b) As and when mandatory principal
reductions are paid on the Synthetic Lease as set
forth in SECTION 3.2(C) above, the Interest Rate Swap
shall be "unwound" on a pro-rata basis.
(c) The Interest Rate Swap will, in any
event, be fully unwound at such time as obligations
due under the Synthetic Lease (including, but not
limited to, the Synthetic Lease Notes) is paid in
full but in no event later than the Maturity Date.
As and when the Interest Rate Swap is "unwound" from time to
time, the Borrower shall pay to the Lender (in this case,
SunTrust Bank, Atlanta, which has provided this Facility) any
obligation arising out of said Interest Rate Swap.
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(d) SUBSECTION 5.1(S) regarding the mortgage is amended in its
entirety to read as follows:
"(s) The Mortgage has been recorded and otherwise
implemented so that the Lenders hold a first mortgage on the
Headquarters Property, which Mortgage shall secure all the
Obligations (including the Synthetic Lease and the Interest
Rate Swap), but not to exceed insofar as principal is
concerned the principal amount of $20,000,000. The Mortgage
shall further secure interest earned or due on said principal,
together with costs and collection expenses, including
attorney's fees, and other related expenses."
(e) There is hereby added to SECTION 5.1 the following
subsection (u):
"(u) The Borrower has executed all Security Documents
so as to grant to SunTrust (for the benefit of all the
Lenders) a first, security interest in the Cash Collateral."
(f) SECTION 7.8 regarding Financial Covenants is hereby
amended in its entirety to read as follows:
"SECTION 7.8 FINANCIAL COVENANTS
(a) CONSOLIDATED EBITDA. Maintain on the last day of
each calendar quarter, calculated on a rolling four-quarter
basis based upon the Borrower's financial statements for the
immediately preceding four quarters, Consolidated EBITDA of
$0.00 or greater. For the purposes of determining this
Financial Covenant, any cash payments or expenditures incurred
by the Borrower in connection with any restructuring incurred
after June 1, 1998 shall be deemed to be an expense and
included in determining this Financial Covenant, with said
cash payments or expenditures being deemed to have been
"incurred" when said cash payments or expenditures are
actually made.
(b) CONSOLIDATED NET WORTH. Maintain on the last day
of each calendar quarter consolidated net worth of at least
$125,000,000 . "
(g) There is hereby added to ARTICLE VII the new following
SECTION 7.14 regarding the marketing and sale of the Headquarters
Property and the New York Property:
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"SECTION 7.14 SALE OF HEADQUARTERS AND NEW YORK
PROPERTIES. As a result of the restructuring of the Credit
Facilities as reflected in this First Amendment, the Borrower
has agreed to exercise its best efforts to dispose of the
Headquarters Property (on which the $20,000,000 principal
mortgage has been imposed) and the New York Property (which is
subject to the Synthetic Lease). In that regard:
(a) The Borrower shall immediately undertake
all reasonable actions to dispose of said Facilities
including the engagement of an appropriate broker to
list and assist the Borrower in the sale of said
properties.
(b) The Borrower shall use its best efforts
in good faith to follow all commercially reasonable
practices in order to sell and dispose of said
Facilities.
(c) The Borrower shall keep the Lenders
advised and furnish them with copies of documents
relating to said efforts including copies of listing
agreements, sales materials, etc.
(d) No facilities may be disposed of without
the prior approval of the Required Lenders. If so
approved, the net proceeds due the Borrower shall be
applied as an additional principal reduction on the
Synthetic Lease and shall be applied to the last
amounts coming due on the Synthetic Lease.
6. MODIFICATION OF SCHEDULES. In regard to the Schedules attached to
the Initial Loan Agreement, the Borrower reaffirms each of said Schedules except
for the Schedules as set forth below, which Schedules are so amended (as of the
date hereof) in the form attached to this First Amendment. In regard to those
Schedules which have not been so amended as set forth below, the Borrower does
hereby reconfirm and ratify the information contained in the Schedules attached
to the Initial Loan Agreement, except for changes thereto occurring only in the
ordinary course of business. By way of illustration, the Borrower confirms that
there have been no material changes to said Schedules and there have been no new
Material Subsidiaries:
Schedule 2.7 Outstanding Letters of Credit
7. LOAN AGREEMENT. From and after the date of this First Amendment, the
term "LOAN AGREEMENT", shall mean the Initial Loan Agreement as modified by this
First
11
Amendment. Further, to the extent applicable, all Loan Documents shall be deemed
hereof to be automatically amended so as to refer to and reflect the
transactions contemplated by this First Amendment. This First Amendment shall be
deemed to be a permitted amendment to the Initial Loan Agreement and,
accordingly, shall be deemed to be a Loan Document. The Loan Agreement shall not
be incorporated into the Notes.
8. WAIVER OF PRIOR DEFAULT. Effective as of the date hereof, the
Required Lenders waive Borrower's compliance with SECTION 7.8 for all periods
prior to September 27, 1998, and further waive all known defaults that arose out
of Borrower's non-compliance with SECTION 7.8 for said prior periods.
9. RATIFICATION. Except as set forth in this First Amendment, the
Borrower does hereby ratify and confirm the Initial Loan Agreement, along with
its existing schedules and all other Credit Documents. In that regard, the
Borrower does hereby agree with the Lenders that in regard to each Credit
Document, the Borrower has no claim, counterclaim, defense or other right of
offset whatsoever either upon the Credit Documents or against any Lender, and,
to the extent any such claim, counterclaim, defense or other right or offset
exists, whether known or unknown, said claim, counterclaim, defense or other
right of offset is hereby expressly unknowingly waived in consideration for the
amendment and modification of the Credit Facilities as agreed to by the Lenders.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
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SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
BORROWER:
0000 Xxxxxxxxx Xxxxxx XXXXXX XXXXXXXXX
Xxxxxxx, Xxxxxxx 00000 INTERNATIONAL, INC.
Telecopy No.: (000) 000-0000
Telephone No.: (000) 000-0000
By:______________________________
Xxxxxx Xxxxxxxx,
Executive Vice President
In the case of Notices to the Borrower, copies shall be sent to:
Xxxx X. Xxxxxxxx, Xx., Esquire
GRAY, HARRIS & XXXXXXXX, P.A.
000 Xxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Telephone No.:(000) 000-0000
Telecopy No.:(000) 000-0000
13
SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices: SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION,
Individually and as Administrative Agent
000 Xxxxx Xxxxxx Xxxxxx and Agent
6th Floor, SOAB
Post Office Box 3833 By:_________________________________
Xxxxxxx, Xxxxxxx 00000 Xxxxx X. Xxxxx,
First Vice President
Attention: Xxxxx X. Xxxxx,
First Vice President
Telephone No.: (000) 000-0000
Telecopy No.:(000) 000-0000
Lending Office:
000 Xxxxx Xxxxxx Xxxxxx
6th Floor, SOAB
Xxxx Xxxxxx Xxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx,
First Vice President
Telephone No.:(000) 000-0000
Telecopy No.:(000) 000-0000
---------------------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit which are
outstanding as of the date of this First Amendment. There is no further
obligation to extend any Advances (including any additional Letters of
Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of Credit.
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SIGNATURE PAGE TO
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
BETWEEN SUNTRUST BANK AND SCOTIA BANK, AS AGENTS
AND PLANET HOLLYWOOD INTERNATIONAL, INC.
Address for Notices THE BANK OF NOVA SCOTIA
Individually and as
Atlanta Agency, Suite 2700 Syndication Agent and Agent
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
By:______________________________
Attention: Xx. Xxxxx Xxxxxxx
Name:____________________________
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
Title:___________________________
Payment Office
Atlanta Agency, Suite 2700
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xx. Xxxxxxx Xxxxxxx,
Loan Administration
----------------------------------------
Revolving Loan Commitment(1): $3,398,678.67(2)
Pro Rata Share of Revolving Loan Commitment: 50.00%
(1) The Revolving Loan Commitment represents solely Letters of Credit which are
outstanding as of the date of this First Amendment. There is no further
obligation to extend any Advances (including any additional Letters of
Credit) under this Agreement.
(2) This represents 1/2 in U.S. dollars of all outstanding Letters of Credit.
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SCHEDULE 2.7
SCHEDULE OF OUTSTANDING LETTERS OF CREDIT
AMT IN LOCAL EXPIRY AMOUNT OF
L/C # CURRENCY (1) BENEFICIARY DATE AMT IN USD(2) COLLATERAL(3)(7)
------- ------------ ----------- ------ ------------- ----------------
F700340 F3,000,000(4) BNP 7/20/99 $ 544,393.72 $ 687,500.00
F700416 $300,718.65 000 Xxxx 00xx Xxxxxx 12/31/99 $ 300,718.65 $ 300,718.65
F700488 $ 10,000.00 State of Washington 06/26/99 $ 10,000.00 $ 10,000.00
F700576 DM25000000(5) Bayerische Landesbank 1/15/99 $1,491,824.80 $1,875,000.00
F700605 $1,600,000 Travelers 12/31/99 $1,600,000.00 $1,600,000.00
F700643 $1,800,000 Paramount Leasehold 10/01/99 $1,800,000.00 $1,800,000.00
F700733 Fr.$1,500,000(6) Turintra & Zurimo 10/31/99 $1,050,420.17 $1,375,000.00
------------- -------------
Totals $6,797,357.34 $7,648,218.65
(1) This reflects the face amount of the Letter of Credit in local currency
(e.g. U.S. Dollars, French Francs, etc.).
(2) This represents the amount of the Letter of Credit in U.S. Dollars,
including for foreign currencies, the conversion to U.S. Dollars.
(3) This represents the amount of Cash Collateral in U.S. Dollars to be pledged
for each Letter of Credit.
(4) This Letter of Credit is in French Francs.
(5) This Letter of Credit is in Deutsche Marks.
(6) This Letter of Credit is in Swiss Francs.
(7) With respect to Letters of Credit which are in foreign currency, the
parties have agreed that the amount of the Cash Collateral will be equal to
125% of the face amount of the letter of credit in U.S. dollars. As set
forth in SECTION 2.7(F) above, if by virtue of any currency swings or
adjustments, the amount of the collateral drops at any time to 115% or less
of the face amount of the Letter of Credit, the Borrower will at that time
pledge additional cash collateral to bring said margin back up to 125% of
the face amount of the Letters of Credit.
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