Exhibit 10.1
OMNIBUS AMENDMENT OF LOAN DOCUMENTS
THIS OMNIBUS AMENDMENT OF LOAN DOCUMENTS (this "Amendment"), dated as of July
, 2007 (this "Agreement"), between PH FEE OWNER LLC, a Delaware limited
liability company ("Fee Owner") and OPBIZ, L.L.C., a Nevada limited liability
company ("OPBIZ") and together with Fee Owner individually and/or collectively,
as the context may require, "Borrower"), each having its principal place of
business at 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109, PLANET
HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation PLANET HOLLYWOOD (REGION
IV), INC., a Minnesota corporation PLANET HOLLYWOOD MEMORABILIA, INC., a Florida
corporation (each, a "PH Entity"), TROPHY HUNTER INVESTMENTS, LTD., a Florida
limited partnership, BAY HARBOUR 90-1, LTD., a Florida limited partnership, BAY
HARBOUR MASTER, LTD., a Cayman Islands exempted company, DOUGLAS TEITELBAUM, an
individual and ROBERT EARL, an individual (each, a "Guarantor") and COLUMN
FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue,
New York, New York 10010 ("Lender").
WITNESSETH:
WHEREAS, pursuant to those certain loan documents listed on Schedule-1 hereto
(collectively, the "Loan Documents"), between Borrower and Lender, Lender made a
loan to Borrower in a principal amount of up to $820,000,000.
WHEREAS, Borrower and Lender have agreed to amend certain terms and provisions
of the Loan Documents as hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lender and Borrower agree that the Loan Documents are amended and
modified as hereinafter set forth:
1.
MODIFICATIONS TO LOAN AGREEMENT.
A.
THE FOLLOWING DEFINITIONS SHALL BE ADDED TO SECTION 1.1 OF THE
LOAN AGREEMENT (AS DEFINED ON SCHEDULE-1):
(I) "FUTURE FUNDING TRANCHE A" SHALL MEAN AN AMOUNT EQUAL TO $60,330,000.
(II) "FUTURE FUNDING TRANCHE B" SHALL MEAN AN AMOUNT EQUAL TO $40,000,000.
(III) "REMIC TRUST" SHALL MEAN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
WITHIN THE MEANING OF SECTION 860D OF THE CODE THAT HOLDS THE NOTE.
B.
The definition of "Future Funding Allocation" in the Loan
Agreement shall be deleted and replaced by the following:
"FUTURE FUNDING ALLOCATION" SHALL MEAN AN AMOUNT EQUAL TO THE SUM OF FUTURE
FUNDING TRANCHE A AND FUTURE FUNDING TRANCHE B, BEING THE MAXIMUM AGGREGATE
AMOUNT OF FUTURE FUNDING ADVANCES TO BE MADE HEREUNDER WITH RESPECT TO ANY
PROJECT OR FOR ANY OTHER PURPOSE PERMITTED HEREUNDER, SUBJECT TO REDUCTION
PURSUANT TO SECTION 2.1.5.
C.
The definition of "Excess Cash Flow Sweep Period" in the Loan
Agreement shall be deleted and replaced with the following:
" "EXCESS CASH FLOW SWEEP PERIOD" SHALL MEAN (I) THE PERIOD COMMENCING ON THE
DATE HEREOF AND ENDING ON THE DATE THAT THE PROPERTY SHALL HAVE ACHIEVED A DEBT
SERVICE COVERAGE RATIO (ASSUMING FOR THIS PURPOSE THAT THE FULL LOAN AMOUNT HAS
BEEN ADVANCED HEREUNDER, AFTER GIVING EFFECT TO (X) ANY REDUCTION THEREOF
PURSUANT TO SECTION 2.1.5(C) AND (Y) ANY PERMITTED PREPAYMENTS OF PRINCIPAL MADE
BY BORROWER) OF AT LEAST 1.05:1.00 FOR A CALENDAR QUARTER AND (II) ANY PERIOD
PRIOR TO