VOTING AGREEMENT AMONG STOCKHOLDERS
(Creditor Directors)
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 shares of New Class B Common Stock out of the ten million shares
of the Company's New Common Stock to be issued upon consummation of the
Plan.
G. The Stockholders desire by this Agreement to make certain agreements with
respect to how any New Class B Common Stock held by the Stockholders shall
be voted on certain matters.
H. 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.
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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. The Stockholders each covenant and agree that they shall initially vote
their shares of New Class B Common Stock and, if applicable, vote as a director
of the Company, or cause their designees to vote as directors, to ensure that
the following five individuals (the "New Money Directors") are elected to the
Company's Board of Directors immediately following consummation of the Plan:
1. Xxxxxx Xxxx 4. Xxxxxx Xxxxxxxxx
2. Xxxxxx Xxxxxxxx 5. Mustafa Al Hejailan
3. Xxxxxxx Xxxxxxxx
B. The Stockholders each further covenant and agree that they shall
initially vote their shares of New Class B Common Stock and, if applicable, vote
as a director of the Company, or cause their designees to vote as directors, to
ensure that the two individuals nominated to serve as directors by the
Creditors' Committee are elected to the Company's Board of Directors immediately
following consummation of the Plan, as Class III directors with terms expiring
at the 2003 annual meeting of shareholders.
C. Subsequent to the initial election of directors immediately following
consummation of the Plan, and until the Company's New Secured PIK Notes have
been paid in full, the Stockholders each further covenant and agree that they
each vote all their shares of New Class B Common Stock (however acquired) and,
if applicable, vote as a director of the Company, or cause their designees to
vote as directors, in favor of two directors (the "Creditor Directors")
nominated by the holders of at least a majority in principal amount of the
outstanding New Secured PIK Notes in accordance with Section 4.15 of the New
Secured PIK Notes Indenture. The Stockholders acknowledge and agree that, in
accordance with the Company's Amended and Restated Certificate of Incorporation
as in effect upon consummation of the Plan, (i) subsequent to the payment in
full of the New Secured PIK Notes, the holders of the Company's New Class A
Common Stock shall be entitled to elect two persons to serve on the Company's
Board of Directors, and (ii) at such time when there shall be no shares of New
Class B Common Stock issued and outstanding, the holders of the New Class A
Common Stock shall be entitled to elect all members of the Company's Board of
Directors.
SECTION TWO
REPRESENTATION
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Each Stockholder represents to the others that it is, or will be, the sole
beneficial owner of all New Class B 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 Class B Common Stock to a related party for the purpose of
avoiding the terms of this Agreement.
SECTION THREE
FILING OF AGREEMENT
A copy of this Agreement shall be filed with the Secretary of the Company
and may be inspected by any Stockholder, any holder of a certificate
representing shares of New Common Stock, or any other interested person at the
principal place of business of the Company during regular business hours.
SECTION FOUR
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 FIVE
PARTIES BOUND, BENEFIT OF AGREEMENT
A. 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.
B. The parties hereto agree and acknowledge that for so long as the
Company's New Secured PIK Notes have not been paid in full, holders of the New
Secured PIK Notes are third party beneficiaries in, to and under this Agreement.
During such period, and in the event of a material uncured breach by any party
of any provision of this Agreement which affects or may affect the interests of
the holders of the New Secured PIK Notes, the parties agree that the holders of
the New Secured PIK Notes and the New Indenture Trustee of the New Secured PIK
Notes may bring a direct suit or action to enforce such provision, and in this
regard, the New Indenture Trustee of the New Secured PIK Notes shall have the
right to utilize any remedy against a party that would otherwise be available to
any other party.
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SECTION SIX
TERMINATION
This Agreement shall automatically terminate, without any action by any
party, once the Company's New Secured PIK Notes have been paid in full and are
no longer outstanding.
SECTION SEVEN
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 EIGHT
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. Furthermore, no modification, rescission,
cancellation, amendment, or termination of this Agreement which affects or may
affect the interests of the holders of the New Secured PIK Notes shall be
effective unless it is in writing and is signed by the New Indenture Trustee of
the New Secured PIK Notes.
SECTION NINE
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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In witness whereof, the parties have executed this Agreement effective as
of the day and year first above written.
XXXXX 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 Xxxxx Trust, a British Virgin IslanIslands
Trust U/A/D 9/10/99
By:____________________________
By:_____________________________________ printed name:___________________
printed name:_____________________________ title:_________________________
title:____________________________________
By:_____________________________________ XXXXXXX XXXXXXXX, an
printed name:_____________________________ individual
title:____________________________________
------------------------------
Xxxxxxx Xxxxxxxx
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:____________________________________
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