PLANET HOLLYWOOD INTERNATIONAL INC
S-4, 1998-05-01
EATING PLACES
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<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
                                                      REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
 
             (Exact Name of Registrant as Specified in its Charter)
 
<TABLE>
<S>                              <C>                            <C>
           DELAWARE                          5812                  59-3283783
 (State or Other Jurisdiction    (Primary Standard Industrial   (I.R.S. Employer
              of                 Classification Code Number)     Identification
Incorporation or Organization)                                      Number)
</TABLE>
 
                            ------------------------
 
                                SCOTT E. JOHNSON
                             8669 COMMODITY CIRCLE
                               ORLANDO, FL 32819
                           TELEPHONE: (407) 345-5300
 (Name, address, including zip code, and telephone number, including area code,
     of Registrant's principal executive offices and of agent for service)
                            ------------------------
 
                                    COPY TO:
                            KRIS F. HEINZELMAN, ESQ.
                            CRAVATH, SWAINE & MOORE
                               825 EIGHTH AVENUE
                            NEW YORK, NY 10019-7475
                           TELEPHONE: (212) 474-1000
                            ------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after the effective date of this Registration Statement.
 
    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ___________________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ___________________
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
      TITLE OF EACH CLASS            AMOUNT TO BE             OFFERING               AGGREGATE              AMOUNT OF
OF SECURITIES TO BE REGISTERED        REGISTERED        PRICE PER UNIT(1)(2)   OFFERING PRICE(1)(2)    REGISTRATION FEE(3)
<S>                              <C>                    <C>                    <C>                    <C>
12% Senior Subordinated Notes
  due 2005.....................      $250,000,000               100%               $250,000,000            $73,750.00
</TABLE>
 
(1) Estimated solely for purposes of calculating the registraton fee.
 
(2) Exclusive of accrued interest, if any.
 
(3) Calculated pursuant to Rule 457.
                            ------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
                    SUBJECT TO COMPLETION, DATED MAY 1, 1998
 
PROSPECTUS
 
                                  $250,000,000
 
                                     [LOGO]
 
    OFFER TO EXCHANGE ITS 12% SENIOR SUBORDINATED NOTES DUE 2005, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR UP TO $250,000,000
AGGREGATE PRINCIPAL AMOUNT OF ITS OUTSTANDING 12% SENIOR SUBORDINATED NOTES DUE
2005.
                           --------------------------
 
 THE EXCHANGE OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
                                     TIME,
                     ON           , 1998, UNLESS EXTENDED.
                           --------------------------
 
    Planet Hollywood International, Inc., a company incorporated under the laws
of Delaware (the "Company"), hereby offers, upon the terms and subject to the
conditions set forth in this Prospectus and the accompanying Letter of
Transmittal (which together constitute the "Exchange Offer"), to exchange its
12% Senior Subordinated Notes due 2005 (the "New Notes"), which have been
registered under the Securities Act of 1933 (the "Securities Act") pursuant to a
Registration Statement (as defined herein) of which this Prospectus constitutes
a part, for up to $250,000,000 aggregate principal amount of its outstanding 12%
Senior Subordinated Notes due 2005 (the "Old Notes"), of which $250,000,000
aggregate principal amount is outstanding as of the date hereof.
 
    The New Notes will evidence the same debt as the Old Notes and will be
issued under and be entitled to the same benefits under the Indenture (as
defined herein) as the Old Notes. In addition, the New Notes and the Old Notes
will be treated as one series of securities under the Indenture. The terms of
the New Notes are identical in all material respects to the terms of the Old
Notes, except for certain transfer restrictions, registration rights and terms
providing for an increase in the interest rate on the Old Notes under certain
circumstances relating to the registration of the New Notes. The New Notes and
the Old Notes are collectively referred to herein as the "Notes." See
"Description of the Notes."
 
    The New Notes will mature on April 1, 2005. The New Notes may be redeemed at
the option of the Company, in whole or in part, at any time on or after April 1,
2003, at the redemption prices set forth herein plus accrued and unpaid
interest, if any, thereon (plus Liquidated Damages (as defined herein), if any)
to the redemption date. In addition, at any time or from time to time on or
prior to April 1, 2001, the Company may redeem up to 35% of the aggregate
principal amount of the New Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon (plus Liquidated Damages, if any) to the redemption date, with the net
cash proceeds of one or more Public Equity Offerings (as defined herein);
PROVIDED, HOWEVER, that at least $162.5 million aggregate principal amount of
the New Notes remains outstanding following any such redemption. Upon the
occurrence of a Change of Control (as defined herein), the Company will be
required to make an offer to purchase the New Notes at 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, thereon (plus
Liquidated Damages, if any) to the date of purchase. See "Description of the
Notes."
 
    The Notes represent general unsecured obligations of the Company,
subordinated in right of payment to all existing and future Senior Indebtedness
(as defined herein) of the Company. The Notes will rank PARI PASSU in right of
payment with all Senior Subordinated Indebtedness (as defined herein), whenever
incurred, of the Company and senior in right of payment to all Subordinated
Indebtedness (as defined herein), whenever incurred, of the Company. The Notes
will be effectively subordinated to all current and future Indebtedness (as
defined herein) and other liabilities of the Company's subsidiaries. As of
December 28, 1997, outstanding Indebtedness and other liabilities of the
Company's subsidiaries totaled approximately $33.1 million. See "Description of
the Notes."
                                                    (CONTINUED ON THE NEXT PAGE)
                           --------------------------
 
    SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN FACTORS
THAT HOLDERS OF THE OLD NOTES SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE
OFFER AND THAT PROSPECTIVE INVESTORS IN THE NEW NOTES SHOULD CONSIDER IN
CONNECTION WITH SUCH INVESTMENT.
                            ------------------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 NEITHER THE NEVADA GAMING COMMISSION NOR THE NEVADA STATE GAMING CONTROL
     BOARD HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
         OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY.
                ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
 
                  The date of this Prospectus is May   , 1998.
<PAGE>
(CONTINUED FROM FRONT COVER)
 
    The New Notes are being offered hereunder in order to satisfy certain
obligations of the Company under the Registration Rights Agreement dated as of
March 25, 1998 (the "Registration Rights Agreement") between the Company and
Bear, Stearns & Co. Inc., Salomon Brothers Inc, NationsBanc Montgomery
Securities LLC, Cowen & Company, SunTrust Equitable Securities Corporation and
Scotia Capital Markets, as the initial purchasers of the Old Notes (the "Initial
Purchasers").
 
    The Company is making the Exchange Offer in reliance on the position of the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in certain no-action letters addressed to other parties in other transactions.
However, the Company has not sought its own no-action letter, and there can be
no assurance that the staff of the Commission will make a similar determination
with respect to the Exchange Offer as in such other circumstances. Based upon
these interpretations by the staff of the Commission, the Company believes that
New Notes issued pursuant to this Exchange Offer in exchange for Old Notes may
be offered for resale, resold and otherwise transferred by a holder thereof
other than (i) a broker-dealer who purchased such Old Notes directly from the
Company to resell pursuant to Rule 144A or any other available exemption under
the Securities Act or (ii) a person that is an "affiliate" (as defined in Rule
405 of the Securities Act) of the Company without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such New Notes are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in the distribution of such New
Notes. Holders of Old Notes accepting the Exchange Offer will represent to the
Company in the Letter of Transmittal that such conditions have been met. Any
holder who participates in the Exchange Offer for the purpose of participating
in a distribution of the New Notes may not rely on the position of the staff of
the Commission set forth in these no-action letters and would have to comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any secondary resale transaction. A secondary resale
transaction in the United States by a holder who is using the Exchange Offer to
participate in the distribution of New Notes must be covered by a registration
statement containing the selling securityholder information required by Item 507
of Regulation S-K of the Securities Act.
 
    Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it acquired the Old Notes as a result
of market-making activities or other trading activities and will deliver a
prospectus in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Notes received in exchange for Old Notes where such Old
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. The Company has agreed that, for a
period of 180 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution." All broker-dealers must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. See "The Exchange Offer."
 
    The New Notes are new securities for which there is currently no market. The
Company presently does not intend to apply for listing of the New Notes on any
securities exchange or for quotation through the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"). The Company has been
advised by the Initial Purchasers that, following completion of the Exchange
Offer, they presently intend to make a market in the New Notes; however, the
Initial Purchasers are not obligated to do so and any market-making activities
with respect to the New Notes may be discontinued at any time without notice.
There can be no assurance that an active public market for the New Notes will
develop.
 
                                       ii
<PAGE>
    THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER.
 
    Any Old Notes not tendered and accepted in the Exchange Offer will remain
outstanding and will be entitled to all the rights and preferences and will be
subject to the limitations applicable thereto under the Indenture. Following
consummation of the Exchange Offer, the holders of Old Notes will continue to be
subject to the existing restrictions upon transfer thereof and the Company will
have no further obligation to such holders (other than the Initial Purchasers)
to provide for the registration under the Securities Act of the Old Notes held
by them. To the extent that Old Notes are tendered and accepted in the Exchange
Offer, a holder's ability to sell untendered Old Notes could be adversely
affected. It is not expected that an active market for the Old Notes will
develop while they are subject to restrictions on transfer. The Company will
accept for exchange any and all Old Notes that are validly tendered and not
withdrawn on or prior to 5:00 p.m., New York City time, on the date the Exchange
Offer expires, which will be            , 1998 (the "Expiration Date"), unless
the Exchange Offer is extended by the Company in its sole discretion (but in no
event to a date later than            , 1998), in which case the term
"Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended. Tenders of Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date, unless previously
accepted for payment by the Company. The Exchange Offer is not conditioned upon
any minimum principal amount of Old Notes being tendered for exchange. However,
the Exchange Offer is subject to certain conditions which may be waived by the
Company and to the terms and provisions of the Registration Rights Agreement.
Old Notes may be tendered only in denominations of $1,000 and integral multiples
thereof. The Company has agreed to pay the expenses of the Exchange Offer. See
"The Exchange Offer--Fees and Expenses."
 
    This Prospectus, together with the Letter of Transmittal, are being sent to
all registered holders of Old Notes as of            , 1998.
 
    The Company will not receive any proceeds from the Exchange Offer. No
dealer-manager is being used in connection with the Exchange Offer. See "Use of
Proceeds" and "Plan of Distribution."
 
    UNTIL            , 1998, ALL BROKER-DEALERS EFFECTING TRANSACTIONS IN THE
NEW NOTES, WHETHER OR NOT PARTICIPATING IN THE EXCHANGE OFFER, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATIONS OF
BROKER-DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
    No broker-dealer, salesperson or other individual has been authorized to
give any information or to make any representation in connection with the
Exchange Offer other than those contained in this Prospectus and Letter of
Transmittal and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company or the Guarantor. The
delivery of this Prospectus shall not, under any circumstances, create any
implication that the information herein is correct at any time subsequent to its
date.
 
    THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT TENDERS
FOR EXCHANGE FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH THE
EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
 
                                      iii
<PAGE>
                           FORWARD-LOOKING STATEMENTS
 
    This Prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Statements that use the words
"expects," "anticipates," "projects" or similar words indicating the Company's
beliefs with respect to future results are forward-looking statements. Although
management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from the Company's or management's expectations are disclosed
in this Prospectus in conjunction with the forward-looking statements and
elsewhere under "Risk Factors." All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Risk Factors.
 
                             AVAILABLE INFORMATION
 
    The Company is subject to the information requirements of the Exchange Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of
the Commission at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New York
10048. In addition, copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's common stock is quoted on The New York
Stock Exchange and, therefore, such reports, proxy statements and other
information concerning the Company can also be inspected at the offices of The
New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company
files such material with the Commission electronically. The Commission maintains
a web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of such site is: http://www.sec.gov.
 
    The Company has filed with the Commission a Registration Statement on Form
S-4 under the Securities Act with respect to the New Notes offered hereby (the
"Registration Statement"). This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted from this
Prospectus in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the New Notes offered
hereby, reference is made to the Registration Statement, including the exhibits
and schedules filed therewith. Statements made in this Prospectus concerning the
contents of any document referred to herein are not necessarily complete. With
respect to each such document filed with the Commission as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. Copies of the Registration
Statement and the exhibits and schedules thereto may be inspected, without
charge, at the offices of the Commission at the addresses set forth above.
 
                                       iv
<PAGE>
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed with the Commission by the Company (File No.
00-28230) are incorporated by reference in this Prospectus:
 
        (a) The Company's Definitive Proxy Statment on Schedule 14A, dated April
    20, 1998 (filed April 14, 1998);
 
        (b) The Company's Annual Report on Form 10-K, for the year ended
    December 28, 1997 (filed March 23, 1998), as amended by Form 10K/A dated
    April 30, 1998 (filed April 30, 1998);
 
        (c) The Company's Current Reports on Form 8-K, dated March 9, 1998
    (filed March 10, 1998), March 9, 1998 (filed March 10, 1998) and March 25,
    1998 (filed March 26, 1998); and
 
        (d) The Company's Registration Statement on Form S-1, as amended, dated
    February 16, 1996 (Registration No. 333-01490).
 
    All documents and reports subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the Exchange
Offer shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
 
    The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents described above that are incorporated by reference
herein other than exhibits to such documents which are not specifically
incorporated by reference in such documents. Written or telephone requests
should be directed to: General Counsel, Planet Hollywood International, Inc.,
8669 Commodity Circle, Orlando, Florida 32819, telephone number (407) 345-5300.
 
                                       v
<PAGE>
                                    SUMMARY
 
    THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND CONSOLIDATED FINANCIAL
STATEMENTS INCLUDING THE NOTES THERETO (THE "CONSOLIDATED FINANCIAL STATEMENTS")
INCLUDED ELSEWHERE IN THIS PROSPECTUS. AS USED IN THIS PROSPECTUS, THE "COMPANY"
REFERS TO PLANET HOLLYWOOD INTERNATIONAL, INC. AND, EXCEPT IN CONNECTION WITH
DESCRIPTIONS RELATING TO THE NOTES, ITS CONSOLIDATED SUBSIDIARIES FOR THE PERIOD
SUBSEQUENT TO JANUARY 1, 1995 AND TO PLANET HOLLYWOOD, INC., PLANET HOLLYWOOD,
LTD. AND COMBINED ENTITIES (COLLECTIVELY, THE "PREDECESSORS") FOR ALL PERIODS
PRIOR TO JANUARY 1, 1995. REFERENCES TO A FISCAL YEAR REFER IN EACH CASE TO THE
YEAR ENDING ON THE SUNDAY CLOSEST TO DECEMBER 31 OF EACH YEAR, EXCEPT THAT
REFERENCES TO FISCAL 1993 REFER TO THE FISCAL YEAR ENDED DECEMBER 31, 1993. AS
USED IN THIS PROSPECTUS, "EBITDA" MEANS EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION, AMORTIZATION AND $68.2 MILLION OF NONCASH CHARGES ASSOCIATED WITH
A $71.2 MILLION CHARGE IN FISCAL 1997. "PLANET HOLLYWOOD" AND "OFFICIAL ALL STAR
CAFE" ARE REGISTERED TRADEMARKS OF THE COMPANY.
 
                                  THE COMPANY
 
    The Company is a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes. Since the Company commenced
operations in October 1991, the PLANET HOLLYWOOD name and distinctive logo
design have become among the most widely-recognized trademarks in the world. To
date, the Company has promoted its brands primarily through the operation of
theme restaurants, most notably PLANET HOLLYWOOD and the OFFICIAL ALL STAR CAFE,
that provide a unique dining and entertainment experience in a high-energy
environment and, through their integrated retail stores, offer a broad selection
of merchandise displaying the Company's logos. During fiscal 1997, more than 20
million people visited the Company's 53 Company-owned and 34 franchised
restaurant units located in 29 countries throughout the world. The Company had
revenues of approximately $475.1 million and EBITDA of approximately $120.2
million in fiscal 1997.
 
    An important part of the Company's strategy is to promote its brands through
the active involvement as stockholders of some of the world's most famous movie
stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce Willis, Demi
Moore and Whoopi Goldberg, and sports stars, including Andre Agassi, Wayne
Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal, Monica Seles and Tiger
Woods. The Company's celebrity stockholders generate significant media attention
and publicity for the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE brands. The
Company is continuing to expand its roster of celebrity stockholders, with an
emphasis on new, up-and-coming stars, in order to appeal to broader segments of
consumers.
 
    The Company will soon launch its third major theme concept, a tribute to the
world of live music (the "Music Concept"). As with the Company's two existing
theme concepts, the Music Concept will have substantial celebrity involvement
and a distinctive brand name and logo that can be applied to restaurants,
lodging and merchandise. The Music Concept will be promoted initially through
theme restaurants with integrated retail stores. Each of the Music Concept theme
restaurants will feature live performances by a broad range of musical artists,
either in a connected club facility or in an integrated stage area within the
restaurant itself. The Company's two flagship units are expected to open in the
summer of 1998 in Leicester Square in London and Times Square in New York City.
Each will have approximately 15,000 square feet of restaurant space seating up
to 350 people and an adjacent live music club with room for approximately 500
people in London and 1,000 people in New York.
 
    The Company's theme restaurants are characterized by distinctive design
features and are generally located at high profile sites in major tourist
markets. Units generally range in size from approximately 12,000 to 36,000
square feet and in seating capacity from 230 to 600 persons, and offer
high-quality, popular cuisine, attentive service and an atmosphere of excitement
created by combining unique layouts and decor with custom-designed videos and
audio soundtracks. Each unit prominently displays memorabilia associated with
its theme, including costumes and props from popular movies (in the case of
PLANET HOLLYWOOD units) and celebrity-owned uniforms and athletic equipment (in
the case of OFFICIAL ALL
 
                                       1
<PAGE>
STAR CAFE units). Each unit's integrated retail store offers premium-quality
fashion merchandise, such as jackets, T-shirts, sweatshirts and hats, as well as
other souvenir items. The OFFICIAL ALL STAR CAFE units also offer athletic
apparel for various sports, such as tennis, basketball and baseball, as well as
duffle bags and equipment bags, all of which incorporate an OFFICIAL ALL STAR
CAFE "team" theme. Sales of merchandise yield higher operating margins than do
food and beverage sales and provide additional off-site promotion for the
Company's brands.
 
    The Company's strategy is to capitalize on its brand recognition across a
wide range of businesses in addition to theme restaurants. Accordingly, the
Company has embarked upon several strategic ventures in movie theaters, lodging,
gaming and consumer products. These ventures, which are being developed in
association with other companies that are leaders in their respective
industries, include the following:
 
    - MOVIE THEATERS. The Company has formed a 50/50 joint venture with AMC
      Entertainment, Inc. ("AMC"), one of the nation's leading motion picture
      exhibitors, that will develop, own and operate a series of multi-screen,
      movie theater megaplexes under the brand name PLANET MOVIES BY AMC. Each
      megaplex facility will feature as many as 30 screens and a dramatically
      designed entertainment center that will include restaurants, including in
      most facilities a PLANET HOLLYWOOD unit and/or an OFFICIAL ALL STAR CAFE
      unit, as well as various refreshment and merchandise kiosks. The first
      PLANET MOVIES BY AMC megaplex, which is projected to open in the first
      half of 1999 near Columbus, Ohio, will occupy an approximately 160,000
      square foot facility consisting of 30 screens with total seating capacity
      for 6,100 persons, an approximately 9,500 square foot PLANET HOLLYWOOD
      restaurant and a similar size OFFICIAL ALL STAR CAFE restaurant, each with
      its own integrated merchandise store, and various refreshment kiosks.
 
    - MUSIC CONCEPT HOTEL AND CASINO. The Company and a subsidiary of Aladdin
      Gaming Holdings, LLC ("Aladdin"), intend to form a 50/50 joint venture to
      construct, own and operate a music-themed hotel, casino and entertainment
      center (the "Las Vegas Project") as part of a 35-acre complex on the site
      of the existing Aladdin hotel and casino at the center of Las Vegas
      Boulevard (the "Strip") in Las Vegas, Nevada. The Las Vegas Project, which
      will be an extension of the Company's soon-to-be-launched Music Concept
      brand and is targeted for completion in 2000, is expected to include a
      1,000-room hotel, a 50,000 square foot casino containing approximately
      1,500 slot machines and 50 gaming tables, a Music Concept-themed
      restaurant with a merchandise store and a live performance club facility
      accommodating 1,000 people, as well as additional restaurants, an outdoor
      swimming pool and other amenities. The joint venture also is expected to
      acquire from Aladdin for nominal consideration a long-term lease of the
      existing 7,000-seat Theater of the Performing Arts (located in the center
      of the complex), which will be renovated into a state-of-the-art concert
      venue. The existing Aladdin hotel was razed in April 1998 and will be
      replaced by a new 2,600-room hotel and casino to be owned and operated by
      a subsidiary of Aladdin. The new Aladdin hotel and casino will be linked
      to the Las Vegas Project and the Theater of the Performing Arts by an
      entertainment and shopping mall, to be named the Desert Passage, that will
      include approximately 462,000 square feet of retail space. In addition to
      participation in the Las Vegas Project's profits through its 50% equity
      interest in the joint venture, the Company will receive license fees for
      the use of the Music Concept name and logo and consulting fees for the
      provision of certain services. The Las Vegas Project is subject to the
      negotiation and execution of definitive documentation and the receipt of
      necessary construction financing.
 
    - OFFICIAL ALL STAR HOTEL. The Company has acquired a 20% equity interest in
      a newly-formed joint venture with Vornado Realty Trust and an affiliate of
      Mr. Ong Beng Seng, a director and principal shareholder of the Company. In
      September 1997, the joint venture acquired the Hotel Pennsylvania, a
      20-story, 1,700-room hotel (once known as the Statler Hotel) located
      directly opposite the entrance to New York City's famed Madison Square
      Garden. While continuing its normal operations, the hotel, which is New
      York City's fourth largest, is being renovated and remodeled into a
      unique, sports-themed facility that will be renamed the OFFICIAL ALL STAR
      HOTEL. Renovation is expected to be substantially completed by the end of
      1999. The renovated guest rooms and common
 
                                       2
<PAGE>
      areas will feature theming that celebrates the world of sports, including
      memorabilia from the Company's sports celebrity stockholders and other
      prominent athletes and sports legends. In addition to its guest rooms,
      restaurants and banquet and conference facilities, the remodeled hotel
      (like its predecessor) will contain approximately 400,000 square feet of
      rentable retail space. In addition to participation in the hotel's profits
      through its 20% equity interest in the joint venture, the Company will
      receive license fees for the use of the OFFICIAL ALL STAR name and logo.
      In March 1998, Ong Beng Seng's affiliate announced that it had entered
      into an agreement to sell its interest in the OFFICIAL ALL STAR HOTEL to
      Vornado Realty Trust for a profit, which transaction is anticipated to
      close in Spring 1998.
 
    - PLANET HOLLYWOOD HOTEL. The Company has acquired a 20% equity interest in
      a newly-formed joint venture with several prominent real estate developers
      to construct and own a 50-story, 560-room, movie-themed hotel at the
      intersection of Broadway and 47th Street in New York City's Times Square
      redevelopment area. The new PLANET HOLLYWOOD HOTEL will be characterized
      by striking, modern decor and will include motion picture memorabilia from
      the Company's collection. Upon its completion--presently anticipated for
      late 1999, in time for the millennial New Year's Eve celebration--the
      hotel will also become the site for a new Company-owned PLANET HOLLYWOOD
      flagship restaurant with seating for more than 400 patrons that will
      replace the Company's existing restaurant on West 57th Street in New York
      City. In addition to participation in the hotel's profits through its 20%
      equity interest in the joint venture, the Company will receive license
      fees for the use of the PLANET HOLLYWOOD name and logo.
 
    - COOL PLANET ICE CREAM. The Company has formed a strategic alliance with
      Dreyer's Grand Ice Cream, Inc. ("Dreyer's"), a leading manufacturer of ice
      cream and frozen desserts. Under a license from the Company, Dreyer's will
      produce and distribute through supermarkets and other retail food outlets
      a new line of premium-plus ice cream under the name COOL PLANET. In
      addition, the Company plans to develop and open its own COOL PLANET ice
      cream and dessert shops that will feature COOL PLANET ice cream products.
      The shops generally will range in size from 800 to 1,400 square feet, will
      have counter service and a small table seating area and will feature
      unique decor derived from the PLANET HOLLYWOOD theme concept. COOL PLANET
      ice cream will be added to the menu in all of the Company's theme
      restaurants and is anticipated to be sold in PLANET MOVIES BY AMC
      megaplexes. COOL PLANET ice cream products are expected to become
      available to consumers in 1998 and the Company anticipates opening COOL
      PLANET shops, mainly in California and Florida, by the end of 1998. Whoopi
      Goldberg, one of the Company's principal celebrity stockholders, has
      agreed to serve as spokesperson for COOL PLANET products and COOL PLANET
      shops.
 
                              RECENT DEVELOPMENTS
 
    On January 21, 1998, the Company announced that revenues and profits for the
fourth quarter of fiscal 1997 would fall significantly short of analysts'
estimates. The Company also stated that revenues on a "same unit" basis (which
includes only Company-owned theme restaurants that have been open for a full
fiscal period after an initial 18 months of operations) had declined
approximately 13% during the 1997 fourth quarter compared to the corresponding
period in fiscal 1996. The Company also said that it had recorded a $71.2
million charge ($44.5 million after-tax), $3.0 million of which represented a
cash charge, in the 1997 fourth quarter primarily related to the writedown of
underperforming assets and the write-off of certain development, franchising and
other costs as a result of the Company's scaling back the expansion of its
PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units and redirecting its marketing
focus. The Company indicated that fourth quarter results were adversely affected
by a decline in customer traffic at its restaurants due to (i) an increase in
competition in the theme-dining sector, particularly in major tourist
destinations, and (ii) a diversion of management's focus from existing unit
operations to new unit openings and strategic initiatives. The 1997 fourth
quarter results also were affected by increased staffing and
infrastructure-related costs associated with the Company's rapid expansion in
1997 and by a shift of several planned franchised restaurant openings to the
first half of 1998. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition."
 
                                       3
<PAGE>
    The Company has begun to undertake the following measures to improve its
performance:
 
    - INTRODUCING NEW MARKETING INITIATIVES IN THE PLANET HOLLYWOOD RESTAURANT
      BUSINESS. One of the Company's key priorities in the near term is to
      inject new excitement into the PLANET HOLLYWOOD restaurant business in
      order to stimulate greater customer traffic. The Company plans to increase
      the frequency of celebrity events and promotions and broaden the number of
      celebrities associated with PLANET HOLLYWOOD, with an emphasis on new,
      up-and-coming stars. A senior executive has relocated from the Company's
      headquarters in Orlando, Florida to Hollywood, California, where he is
      responsible for developing new relationships with celebrities and other
      members of the film industry. In addition, the Company is taking steps to
      broaden the appeal of its restaurants through menu revisions, the
      acceptance of reservations in certain markets and greater promotion of
      group sales, in order to attract more local residents to augment the
      Company's primarily tourist customer base.
 
    - ENHANCING THE MIX OF MERCHANDISE SOLD IN PLANET HOLLYWOOD AND OFFICIAL ALL
      STAR CAFE UNITS. The Company is developing programs to continually update
      and refresh its merchandise mix. For example, the Company has begun to
      introduce special seasonal product lines two times per year, as a
      complement to the base souvenir merchandise business. At the same time,
      although new items are being added, the Company intends to reduce its
      total SKUs by 25% and has implemented an "open-to-buy" inventory
      management system. In addition to the merchandise stores in its theme
      restaurants, the Company will continue to pursue merchandise sales through
      its own stand-alone retail stores and other global retail distribution
      channels.
 
    - FOCUSING ON THREE KEY BRAND CONCEPTS. The Company continuously evaluates
      new themes for brand marketing. Such themes have included MARVEL MANIA, of
      which there is currently one unit in operation at Universal Studios,
      California, and CHEFS OF THE WORLD, which has only been in the development
      stage. However, the Company believes that PLANET HOLLYWOOD, the OFFICIAL
      ALL STAR CAFE and the Music Concept offer the greatest potential for
      long-term growth. Accordingly, the Company has terminated its relationship
      with MARVEL MANIA, due in part to the recent bankruptcy of the parent
      company of the Company's partner in the concept, and has shelved further
      development of its CHEFS OF THE WORLD concept.
 
    - SCALING BACK EXPANSION OF PLANET HOLLYWOOD AND OFFICIAL ALL STAR CAFE
      UNITS. As it revitalizes its existing unit base, the Company will scale
      back expansion of Company-owned PLANET HOLLYWOOD and OFFICIAL ALL STAR
      CAFE units. In 1998, the Company plans to open three new PLANET HOLLYWOOD
      UNITS, compared to 12 opened in 1997, and two new OFFICIAL ALL STAR CAFE
      units, compared to four opened in 1997. The Company previously anticipated
      opening nine PLANET HOLLYWOOD and six OFFICIAL ALL STAR CAFE units in
      1998. The Company expects franchisees to open approximately ten PLANET
      HOLLYWOOD units and one OFFICIAL ALL STAR CAFE unit during 1998.
 
    - REALIGNING AND STREAMLINING MANAGEMENT STRUCTURE. To support the further
      diversification of its business, the Company has created five operating
      divisions: Food & Beverage; Retail & Merchandise; Lodging & Gaming;
      Theaters & Entertainment; and Consumer Products. See "Management's
      Discussion and Analysis of Financial Condition and Results of Operations".
      In the future, the Company expects to report its financial results in line
      with this new divisional structure. The Company is realigning management
      responsibilities to ensure the strongest team for each division and will
      consider augmenting its in-house team through the recruitment of
      additional individuals with special expertise. Executives will be held
      strictly accountable for their results and their compensation will be tied
      to meeting performance targets. The Company has eliminated certain
      management layers to streamline its organization and increase operating
      efficiencies.
 
    - APPOINTING AN EXECUTIVE TO OVERSEE FRANCHISING. In connection with its
      management realignment, the Company has appointed an executive to oversee
      all of its franchising activities, including the development of new
      international franchises. The Company believes that all of its existing
      and
 
                                       4
<PAGE>
      newly developed brands have substantial franchising potential and, as a
      result, franchising will continue to play a key role in future growth.
 
    - HIRING A SENIOR OPERATIONS EXECUTIVE. Robert Earl, the Company's President
      and Chief Executive Officer, has reassumed primary responsibility for the
      Company's day-to-day operations in the near term. The Company has
      commenced a search for an experienced senior executive to oversee all of
      its operations in order to enable Mr. Earl to devote greater attention to
      strategic activities and the creative and marketing aspects of the
      Company's business.
 
    - REDUCING OPERATING COSTS. The Company has conducted a thorough review of
      its operating and expense structure and has identified several areas for
      cost reduction, including, among other things, staff reductions, enhanced
      purchasing efficiencies and streamlined operating procedures that are
      estimated to yield up to $5.0 million in annual cost savings.
 
    Because these measures will be implemented gradually over the balance of
this fiscal year, the Company expects relatively flat revenues and modestly
lower earnings in 1998. However, the Company expects to resume its growth in
fiscal 1999 as its strategic ventures and other initiatives begin to contribute
meaningfully to its performance.
 
                                       5
<PAGE>
                               THE EXCHANGE OFFER
 
<TABLE>
<S>                             <C>
The Exchange Offer............  The Company is offering to exchange pursuant to the
                                Exchange Offer an aggregate principal amount of up to
                                $250,000,000 principal amount of the New Notes for a like
                                principal amount of the Old Notes. The Company will issue
                                the New Notes on or promptly after the Exchange Date. As of
                                the date of this Prospectus, $250,000,000 aggregate
                                principal amount of the Old Notes is outstanding. The terms
                                of the New Notes are identical in all material respects to
                                the terms of the Old Notes for which they may be exchanged
                                pursuant to the Exchange Offer, except that the New Notes
                                have been registered under the Securities Act and are
                                issued free from any covenant regarding registration,
                                including terms providing for an increase in the interest
                                rate on the Old Notes upon a failure to file or have
                                declared effective an exchange offer registration statement
                                or to consummate the Exchange Offer by certain dates. The
                                New Notes will evidence the same debt as the Old Notes and
                                will be issued under and be entitled to the same benefits
                                under the Indenture as the Old Notes. The Issuance of the
                                New Notes and the Exchange Offer are intended to satisfy
                                certain obligations of the Company under the Registration
                                Rights Agreement. See "The Exchange Offer" and "Description
                                of the Notes."
 
Interest Payments.............  Interest on the New Notes will be payable semiannually on
                                April 1 and October 1 of each year, commencing October 1,
                                1998. See "The Exchange Offer--Interest on the New Notes."
 
Expiration Date...............  The Exchange Offer will expire at 5:00 p.m., New York City
                                time on            , 1998, unless extended by the Company
                                in its sole discretion (but in no event to a date later
                                than            , 1998). See "The Exchange
                                Offer--Expiration Date; Extensions; Amendments."
 
Exchange Date.................  The date of acceptance for exchange of the Old Notes and
                                the consummation of the Exchange Offer will be the first
                                business day following the Expiration Date unless extended.
                                See "The Exchange Offer--Terms of the Exchange."
 
Conditions of the Exchange
  Offer.......................  The Company's obligation to consummate the Exchange Offer
                                will be subject to certain conditions. See "The Exchange
                                Offer-- Conditions to the Exchange Offer." The Company
                                reserves the right to terminate or amend the Exchange Offer
                                at any time prior to the Expiration Date.
 
Withdrawal Rights.............  Tenders may be withdrawn at any time prior to 5:00 p.m.,
                                New York City time, on the Expiration Date; otherwise, all
                                tenders will be irrevocable. See "The Exchange
                                Offer--Withdrawal of Tenders."
 
Procedures for Tendering
  Notes.......................  See "The Exchange Offer--Procedures for Tendering."
 
Federal Income Tax
  Consequences................  The exchange of Old Notes for New Notes pursuant to the
                                Exchange Offer will not result in any income, gain or loss
                                to holders who
</TABLE>
 
                                       6
<PAGE>
 
<TABLE>
<S>                             <C>
                                participate in the Exchange Offer or to the Company for
                                federal income tax purposes. See "Income Tax
                                Considerations."
 
Resale........................  The Company is making the Exchange Offer in reliance on the
                                position of the staff of the Commission as set forth in
                                certain no-action letters addressed to other parties in
                                other transactions. However, the Company has not sought
                                their own no-action letter and there can be no assurance
                                that the staff of the Commission would make a similar
                                determination with respect to the Exchange Offer as in such
                                other circumstances. Based on these interpretations by the
                                staff of the Commission, the Company believes that New
                                Notes issued pursuant to this Exchange Offer in exchange
                                for Old Notes may be offered for resale, resold and
                                otherwise transferred by a holder thereof other than (i) a
                                broker-dealer who purchased such Old Notes directly from
                                the Company to resell pursuant to Rule 144A or any other
                                available exemption under the Securities Act or (ii) a
                                person that is an "affiliate" (as defined in Rule 405 of
                                the Securities Act) of the Company without compliance with
                                the registration and prospectus delivery provisions of the
                                Securities Act; PROVIDED that such New Notes are acquired
                                in the ordinary course of such holder's business and that
                                such holder is not participating and has no arrangement or
                                understanding with any persons to participate, in the
                                distribution of such New Notes. Holders of Old Notes
                                accepting the Exchange Offer will represent to the Company
                                in the Letter of Transmittal that such conditions have been
                                met. Any holder who participates in the Exchange Offer for
                                the purpose of participating in a distribution of the New
                                Notes may not rely on the position of the staff of the
                                Commission as set forth in these no-action letters and
                                would have to comply with the registration and prospectus
                                delivery requirements of the Securities Act in connection
                                with any secondary resale transaction. A secondary resale
                                transaction in the United States by a holder who is using
                                the Exchange Offer to participate in the distribution of
                                New Notes must be covered by a registration statement
                                containing the selling securityholder information required
                                by Item 507 of Regulation S-K of the Securities Act. Each
                                broker-dealer (other than an "affiliate" of the Company)
                                that receives New Notes for its own account pursuant to the
                                Exchange Offer must acknowledge that it acquired the Old
                                Notes as the result of market-making activities or other
                                trading activities and will deliver a prospectus in
                                connection with any resale of such New Notes. The Letter of
                                Transmittal states that by so acknowledging and by
                                delivering a prospectus, a broker-dealer will not be deemed
                                to admit that it is an "underwriter" within the meaning of
                                the Securities Act. This Prospectus, as it may be amended
                                or supplemented from time to time, may be used by a
                                broker-dealer in connection with resales of New Notes
                                received in exchange for Old Notes where such Old Notes
                                were acquired by such broker-dealer as a result of
                                market-making activities or other trading activities. In
                                addition, pursuant to Section 4(3) under the Securities
                                Act, until            , 1998, all dealers effecting
                                transactions in the New Notes, whether or not participating
                                in the
</TABLE>
 
                                       7
<PAGE>
 
<TABLE>
<S>                             <C>
                                Exchange Offer, may be required to deliver a Prospectus.
                                The Company has agreed that, for a period of 180 days after
                                the date of this Prospectus, it will make this Prospectus
                                available to any broker-dealer for use in connection with
                                any such resale. See "Plan of Distribution." Any
                                broker-dealer who is an affiliate of the Company may not
                                rely on such no-action letters and must comply with the
                                registration and prospectus delivery requirements of the
                                Securities Act in connection with any secondary resale
                                transaction. See "The Exchange Offer--Purpose of the
                                Exchange Offer."
 
Remaining Old Notes...........  Holders of Old Notes who do not tender their Old Notes in
                                the Exchange Offer or whose Old Notes are not accepted for
                                exchange will continue to hold such Old Notes and will be
                                entitled to all the rights and preferences, and will be
                                subject to the limitations, applicable thereto under the
                                Indenture. All untendered and tendered but unaccepted Old
                                Notes (collectively, the "Remaining Old Notes") will
                                continue to bear legends restricting their transfer. In
                                general, the Old Notes may not be offered or sold, unless
                                registered under the Securities Act, except pursuant to an
                                exemption from, or in a transaction not subject to, the
                                Securities Act and applicable state securities laws. To the
                                extent that the Exchange Offer is effected, the trading
                                market, if any, for Remaining Old Notes could be adversely
                                affected. See "Risk Factors--Factors Relating to the
                                Notes--Consequences of Failure to Properly Tender Old Notes
                                Pursuant to the Exchange Offer" and "The Exchange
                                Offer--Terms of the Exchange."
 
Exchange Agent................  The exchange agent with respect to the Exchange Offer is
                                United States Trust Company of New York (the "Exchange
                                Agent"). The address and telephone number of the Exchange
                                Agent are set forth in "The Exchange Offer--Exchange
                                Agent."
 
Use of Proceeds...............  There will be no proceeds to the Company from the exchange
                                pursuant to the Exchange Offer. See "Use of Proceeds."
</TABLE>
 
                                       8
<PAGE>
 
<TABLE>
<S>                             <C>
                                       THE NEW NOTES
 
Securities Offered............  $250,000,000 aggregate principal amount of 12% Senior
                                Subordinated Notes due 2005 (the "New Notes").
 
Maturity Date.................  April 1, 2005.
 
Interest Payment Dates........  April 1 and October 1, commencing October 1, 1998.
 
Optional Redemption...........  The New Notes may be redeemed at the option of the Company,
                                in whole or in part, at any time on or after April 1, 2003,
                                at the redemption prices set forth herein plus accrued and
                                unpaid interest, if any, thereon (plus Liquidated Damages,
                                if any) to the redemption date. In addition, at any time or
                                from time to time on or prior to April 1, 2001, the Company
                                may redeem up to 35% of the aggregate principal amount of
                                the New Notes originally issued at a redemption price of
                                112% of the principal amount thereof, plus accrued and
                                unpaid interest, if any, thereon (plus Liquidated Damages,
                                if any) to the redemption date, with the net cash proceeds
                                of one or more Public Equity Offerings; PROVIDED, HOWEVER,
                                that at least $162.5 million aggregate principal amount of
                                the New Notes remains outstanding following any such
                                redemption. See "Description of the Notes--Optional
                                Redemption."
 
Gaming Redemption.............  The New Notes will be subject to mandatory disposition and
                                redemption requirements in the event of certain
                                determinations by the Nevada Gaming Authorities (as
                                defined). See "Description of the Notes--Gaming
                                Redemption."
 
Change of Control Offer.......  Upon the occurrence of a Change of Control, the Company
                                will be required to make an offer to purchase the New Notes
                                at a price equal to 101% of the principal amount thereof,
                                plus accrued and unpaid interest, if any, thereon (plus
                                Liquidated Damages, if any) to the date of purchase.
 
Ranking.......................  The New Notes will be general unsecured obligations of the
                                Company, subordinated in right of payment to all existing
                                and future Senior Indebtedness of the Company. The New
                                Notes will rank PARI PASSU in right of payment with all
                                Senior Subordinated Indebtedness, whenever incurred, of the
                                Company and senior in right of payment to all Subordinated
                                Indebtedness, whenever incurred, of the Company. The New
                                Notes will be effectively subordinated to all current and
                                future Indebtedness and other liabilities of the Company's
                                subsidiaries. As of December 28, 1997, outstanding
                                Indebtedness and other liabilities of such subsidiaries was
                                approximately $33.1 million. See "Risk Factors" and
                                "Description of the Notes--Subordination."
 
Certain Covenants.............  The Indenture under which the New Notes will be issued (the
                                "Indenture") will contain covenants that, among other
                                things, limit (i) the issuance of additional debt and
                                redeemable stock by the Company, (ii) the issuance of debt
                                and preferred stock by the Company's subsidiaries, (iii)
                                the payment of dividends on capital stock of the Company
                                and its subsidiaries and the redemption of capital stock of
                                the Company, (iv) the sale of assets and subsidiary
</TABLE>
 
                                       9
<PAGE>
 
<TABLE>
<S>                             <C>
                                stock, (v) transactions with affiliates, (vi) the
                                incurrence of liens and (vii) consolidations, mergers and
                                transfers of all or substantially all the Company's assets.
                                The Indenture also will prohibit certain restrictions on
                                distributions from the Company's subsidiaries. All these
                                limitations and prohibitions, however, are subject to a
                                number of important qualifications. See "Description of the
                                Notes--Certain Covenants."
</TABLE>
 
                                  RISK FACTORS
 
    For a discussion of certain factors that holders of Old Notes should
consider in connection with the Exchange Offer and that prospective investors in
the New Notes should consider in connection with such an investment, see "Risk
Factors."
 
                                       10
<PAGE>
               SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                             FISCAL YEAR(A)
                                                        ---------------------------------------------------------
<S>                                                     <C>        <C>         <C>         <C>         <C>
                                                          1993        1994        1995        1996        1997
                                                        ---------  ----------  ----------  ----------  ----------
STATEMENTS OF OPERATIONS DATA:
Total revenues(b).....................................  $  30,677  $  125,932  $  270,606  $  373,364  $  475,125
Costs and expenses(b)(c)..............................     36,103     130,847     235,506     298,045     470,140
Income (loss) from operations(c)......................     (5,426)     (4,915)     35,100      75,319       4,985
Interest income (expense), net........................        142      (4,054)    (11,229)     (2,874)      1,327
Equity in loss (income) of unconsolidated
  affiliates(b)(c)....................................        198      --            (848)     (4,308)     (6,900)
Minority interests....................................        223        (299)     (3,728)     (1,037)     --
Provision for income taxes............................     --          --             875      27,636       4,954
Net income (loss)(c)..................................  ($  5,259) ($   9,268) $   20,727  $   37,659  $    8,258
Dividends per share...................................     --          --          --          --          --
 
OTHER DATA:
Net cash (used in) provided by operating activities...  $  (9,560) $   (3,146) $   33,370  $   48,830  $   35,766
Net cash used in investing activities.................    (32,503)    (52,490)    (75,599)    (73,870)   (156,445)
Net cash provided by financing activities.............     41,395      49,816      52,128      59,948      81,153
EBITDA(d).............................................     (2,198)     11,609      55,611     108,006     120,247
EBITDA margin(e)......................................         NM         9.2%       20.6%       28.9%       25.3%
Depreciation and amortization.........................      2,818      16,231      22,182      27,295      38,825
Capital expenditures(f)...............................     29,345      52,131      80,291      81,675     124,526
Ratio of earnings to fixed charges(g).................     --          --             2.0x        5.0x        1.2x
Units open at fiscal year end(h):
  Company-owned(i)....................................          4          15          23          37          53
  Franchised..........................................          3           3           6          21          34
                                                        ---------  ----------  ----------  ----------  ----------
      Total...........................................          7          18          29          58          87
                                                        ---------  ----------  ----------  ----------  ----------
                                                        ---------  ----------  ----------  ----------  ----------
 
PRO FORMA DATA:
Interest expense(j)...................................                                                 $   27,600
Ratio of EBITDA to interest expense(j)................                                                        4.4x
Ratio of long-term debt to EBITDA(k)..................                                                        2.1x
Ratio of earnings to fixed charges(g)(l)..............                                                        1.1x
</TABLE>
 
<TABLE>
<CAPTION>
                                                                          AS OF
                                                                    DECEMBER 28, 1997
                                                                  ----------------------
<S>                                                               <C>        <C>          <C>          <C>
                                                                                 AS
                                                                   ACTUAL    ADJUSTED(K)
                                                                  ---------  -----------
BALANCE SHEET DATA:
Cash............................................................  $   9,089   $ 189,614
Working capital.................................................     30,431     210,956
Total assets....................................................    505,559     693,271
Long-term debt..................................................     70,491     258,491
Stockholders' equity............................................    338,541     338,254
</TABLE>
 
- ------------------------
 
(FOOTNOTES APPEAR ON FOLLOWING PAGE)
 
                                       11
<PAGE>
(FOOTNOTES FOR PRECEDING PAGE)
 
(a) At the beginning of fiscal 1994, the Company changed its accounting period
    from a calendar year ending December 31 to a 52-53 week fiscal year ending
    on the Sunday nearest December 31 of each year.
 
(b) At December 31, 1993, the Company owned a 47.5% equity interest in PH
    London. Prior to fiscal 1994, the Company's investment was accounted for
    under the equity method of accounting. Effective January 1, 1994, the
    Company increased its equity interest in PH London to over 50%. As a result,
    the operations of PH London are consolidated in the Company's results
    commencing in fiscal 1994.
 
(c) Data for fiscal 1997 reflect a charge of $71.2 million. See "--Recent
    Developments."
 
(d) EBITDA means earnings before interest, taxes, depreciation, amortization and
    the $68.2 million of noncash charges associated with the charge of $71.2
    million in fiscal 1997. See "--Recent Developments." EBITDA including the
    noncash charges was $52.0 million in fiscal 1997. EBITDA is presented
    because it provides useful information regarding a company's ability to
    service and/or incur debt. EBITDA should not be considered in isolation from
    or as a substitute for net income, cash flows from operating activities and
    other consolidated income or cash flow statement data prepared in accordance
    with generally accepted accounting principles or as a measure of
    profitability or liquidity. The Company's definition of EBITDA (including in
    the Indenture) may not be consistent with similarly titled measures used by
    other companies.
 
(e) EBITDA as a percentage of total revenues.
 
(f) Excludes pre-opening expenses. See "Management's Discussion and Analysis of
    Financial Condition and Results of Operations."
 
(g) For purposes of computing the ratio of earnings to fixed charges, fixed
    charges consist of interest on debt (including capitalized interest),
    amortization of debt discount and expense and one-third of rent expense,
    which management believes is representative of the interest component of
    rent expense. Earnings consist of income from continuing operations before
    income taxes and equity in earnings of unconsolidated affiliates, plus fixed
    charges (other than capitalized interest, but excluding the amortization
    thereof). Earnings were insufficient to cover fixed charges by $5.5 million
    and $10.3 million in fiscal 1993 and 1994, respectively.
 
(h) Company-owned units are those operated by entities that are wholly-owned or
    majority-owned by the Company. The operating results of those entities are
    consolidated in the Company's results. Franchised units are those operated
    by independent franchisees or by joint ventures that are accounted for under
    the equity method of accounting.
 
(i) Excludes the one MARVEL MANIA unit.
 
(j) Includes interest expense on the Notes, net of interest on outstanding
    indebtedness to be repaid with the proceeds from the sale of the Old Notes,
    assuming the Old Notes had been issued at the beginning of fiscal 1997.
    Excludes amortization of debt discount and issuance costs.
 
(k) Gives effect to the sale of the Old Notes and the application of the
    proceeds therefrom, assuming the sale of the Old Notes had been consummated
    on December 28, 1997.
 
(l) Assumes the proceeds from the sale of the Old Notes had been used to repay
    $62.0 million of indebtedness outstanding during fiscal 1997.
 
                                       12
<PAGE>
                                  RISK FACTORS
 
    AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. HOLDERS OF OLD
NOTES, IN CONNECTION WITH THEIR PARTICIPATION IN THE EXCHANGE OFFER, AS WELL AS
PROSPECTIVE INVESTORS IN THE NEW NOTES SHOULD CAREFULLY REVIEW THE INFORMATION
SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION APPEARING IN THIS PROSPECTUS,
PRIOR TO PARTICIPATING IN THE EXCHANGE OFFER OR MAKING AN INVESTMENT IN THE NEW
NOTES.
 
CONSEQUENCES OF FAILURE TO PROPERLY TENDER OLD NOTES PURSUANT TO THE EXCHANGE
  OFFER
 
    Holders of Old Notes who do not exchange their Old Notes for New Notes
pursuant to the Exchange Offer will continue to be subject to the following
restrictions on transfer with respect to their Old Notes: (i) the Remaining Old
Notes may be resold only if registered pursuant to the Securities Act, if any
exemption from registration is available thereunder, or if neither such
registration nor such exemption is required by law, and (ii) the Remaining Old
Notes will bear a legend restricting transfer in the absence of registration or
an exemption therefrom. The Company does not currently anticipate that it will
register the Old Notes under the Securities Act. To the extent that Old Notes
are tendered and accepted in connection with the Exchange Offer, any trading
market for remaining Old Notes could be adversely affected.
 
    Issuance of the New Notes in exchange for the Old Notes pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
such Old Notes, a properly completed and duly executed Letter of Transmittal and
all other required documents. Therefore, holders of the Old Notes desiring to
tender such Old Notes in exchange for New Notes should allow sufficient time to
ensure timely delivery. The Company is under no duty to give notification of
defects or irregularities with respect to tenders of Old Notes for exchange. Old
Notes that are not tendered or that are tendered but not accepted by the Company
for exchange, will, following consummation of the Exchange Offer, continue to be
subject to the existing restrictions upon transfer thereof under the Securities
Act and, upon consummation of the Exchange Offer, certain registration rights
under the Registration Rights Agreement will terminate.
 
RANKING
 
    The Company's obligations with respect to the Notes will be subordinate to
all of its Senior Indebtedness and will be effectively subordinated to all
current and future Indebtedness and other liabilities of the Company's
subsidiaries. As of December 28, 1997, the outstanding Indebtedness and other
liabilities of the Company's subsidiaries was $33.1 million. The Indenture will
permit the Company to incur additional Senior Indebtedness. By reason of the
subordination provisions of the Indenture, in the event of insolvency,
liquidation, reorganization, dissolution or other winding up of the Company,
holders of Senior Indebtedness of the Company will have to be paid in full
before the Company makes payments in respect of the Notes. Accordingly, there
may be insufficient assets remaining after such payments to pay amounts due on
the Notes. See "Description of the Notes."
 
PARTICIPATION IN JOINT VENTURES
 
    The Company has begun, and intends to continue, investing a substantial
portion of the proceeds from the sale of the Old Notes in, and will have
continuing obligations to, entities that are not wholly owned or controlled by
the Company, including the joint venture vehicles for PLANET MOVIES BY AMC, the
Las Vegas Project, the OFFICIAL ALL STAR HOTEL and the PLANET HOLLYWOOD HOTEL.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources." In addition, the Company may incur
obligations to third parties under guarantees of indebtedness and other
obligations of various joint venture entities. The Indenture does not prohibit
these entities from incurring indebtedness. Certain of these entities have
incurred, and in the future, may incur indebtedness that contains terms limiting
or prohibiting the payment of dividends or distributions to the equity investors
in such entities (including the Company). In addition, because the Company does
not control distributions by
 
                                       13
<PAGE>
these entities, there can be no assurance that, even if funds were available for
distribution by these entities, the Company will receive any distributions from
these entities. See "Business."
 
ABILITY TO MANAGE GROWTH
 
    The Company has experienced substantial growth in a relatively short period
of time, including an increase in the number of Company-owned and franchised
units and an expansion of direct merchandise sales. This rapid rate of growth
has imposed, and the Company's new Music Concept and strategic ventures may
continue to impose, significant strains on the Company's management. Failure of
the Company to adequately manage its growth, or unexpected difficulties
encountered during expansion of its activities, could have a material adverse
impact on the Company's results of operations and financial condition.
 
LEVERAGE; ABILITY TO SERVICE DEBT
 
    As of December 28, 1997, after giving pro forma effect to the sale of the
Old Notes and the application of the proceeds therefrom, the Company's
Indebtedness would have been approximately $258.5 million. At that date the
Company's shareholders' equity was approximately $338.5 million. Subject to the
restrictions in the Indenture, the Company may incur additional Indebtedness
from time to time.
 
    As a consequence of the indebtedness represented by the Notes and
indebtedness incurred pursuant to the Credit Agreement (as defined herein) (if
any): (i) a substantial portion of the Company's cash flow from operations must
be dedicated to debt service and will not be available for other purposes; (ii)
the Company's ability to obtain additional debt financing in the future for
working capital, capital expenditures or acquisitions may be limited; and (iii)
the Company's flexibility to react to changes in the industry and changing
business and economic conditions may be limited.
 
    The Company's ability to pay interest on the Notes and to satisfy its other
debt obligations will depend upon its future operating performance, which may be
affected by prevailing economic conditions and financial, business and other
factors, many of which are beyond its control. The Company anticipates that its
operating cash flow will be sufficient to meet its operating expenses and to
service its debt obligations as they become due. If the Company is unable to
service its Indebtedness, it will be forced to adopt one or more other
strategies that may include actions such as reducing or delaying capital
expenditures, selling assets, restructuring or refinancing its Indebtedness or
seeking additional equity capital. There can be no assurance that any of these
strategies could be effected on satisfactory terms, if at all. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 
DECLINES IN "SAME UNIT" REVENUES
 
    As noted under "Summary--Recent Developments," revenues of Company-owned
units declined on a "same unit" basis approximately 13% during the fourth
quarter of fiscal 1997 compared to the corresponding period in fiscal 1996 and
the Company anticipates an approximately comparable decline in "same unit"
revenues in the first quarter of fiscal 1998 to that of the fourth quarter of
fiscal 1997. Revenues on a "same unit" basis declined approximately 11% during
fiscal 1997 compared to fiscal 1996. See "Management's Discussion and Analysis
of Results of Operations and Financial Condition." Although the Company is
undertaking several initiatives to improve its performance, there can be no
assurance that these initiatives will be successful and that "same unit"
revenues will not continue to decline. The Company operates in an increasingly
competitive environment with numerous competing themed restaurants entering many
of its existing markets and, as it continues to expand into smaller markets, the
Company has experienced, expects to experience in fiscal 1998 and could continue
thereafter to experience declines in "same unit" revenues. In addition, during
the initial six to twelve months following its opening, a new unit typically
realizes higher revenues than in subsequent periods of operation. The first six
months of a unit's operations are not included in the "same unit" analysis. In
fiscal 1997, 18 of the 53 Company-
 
                                       14
<PAGE>
owned units were included in the "same unit" analysis and the Company expects 27
units to be included in fiscal 1998. There can be no assurance that the
Company's franchised units, only two of which have been open for a sufficient
period to be included in a similar "same unit" analysis for franchised units,
will not experience similar declines in "same unit" revenues.
 
INDUSTRY CONDITIONS AND COMPETITION
 
    The restaurant and retail merchandising industries are affected by changes
in consumer tastes and by international, national, regional and local economic
conditions and demographic trends. Discretionary spending priorities, traffic
patterns, tourist travel, weather conditions, employee availability and the
type, number and location of competing restaurants, among other factors, also
directly affect the performance of the Company's units. Changes in any of these
factors in the markets where the Company currently operates units could
adversely affect the Company's results of operations. Moreover, the theme
restaurant industry is relatively young, is particularly dependent on tourism
and has seen the emergence of a number of new competitors.
 
    The restaurant and retail merchandising industries are highly competitive
based on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. Many well-established companies with
greater financial, marketing and other resources and longer operating histories
than the Company compete with the Company in many markets. In addition, some
competitors have design and operating concepts similar to those of the Company.
There can be no assurance that the Company will be able to respond to various
competitive factors affecting the restaurant and retail industries.
 
    The hotel/casino industry in Las Vegas is highly competitive. Hotels located
on or near the Strip, including the planned Las Vegas Project, compete with
other hotels located on the Strip and with other major hotels in downtown Las
Vegas. Direct competitors of the Las Vegas Project, which will include such
theme-oriented resorts as Caesar's Palace Hotel, The Mirage, Treasure Island
Hotel and Casino, MGM Grand Hotel and Casino and Hard Rock Hotel and Casino, may
have greater financial and other resources than the Las Vegas Project.
Additional competition will come from the recently announced construction of
several new major resort projects and expansion of several existing resorts,
which are expected to add approximately 20,000 hotel rooms to the Las Vegas
inventory by 1999. The future operating results of the Las Vegas Project could
be materially adversely affected by such competitors and excess hotel and gaming
capacity generally.
 
    The hotel/casino operations of the Las Vegas Project will also compete, to
some extent, with other hotel/casino facilities in Nevada, other states which
authorize gaming and elsewhere in the world. In light of the recent legalization
in several states of casino gaming in specified areas and the passage of the
Indian Gaming Regulatory Act in 1998, the Company expects many competitors to
enter the hotel/casino industry, some of which may have greater financial and
other resources than the Las Vegas Project. Such proliferation of gaming
activities could materially adversely affect the business of the Las Vegas
Project.
 
    The motion picture exhibition industry is affected by a number of factors,
including the availability of desirable motion pictures and their performance in
the exhibitors' markets. Poor performance of, or disruption in the production of
or access to, motion pictures could adversely affect the performance of the
PLANET MOVIES BY AMC joint venture. In addition, were the joint venture to
experience poor relationships with one or more major motion picture
distributors, its business could be adversely affected. The joint venture will
be subject to competition with other exhibitors in obtaining films, attracting
patrons and securing new theater sites. In addition, the joint venture's
theaters will face competition from a number of non-theatrical motion picture
delivery systems, such as pay television, pay-per-view and home video systems,
and from other forms of entertainment that compete for the public's leisure time
and disposable income.
 
                                       15
<PAGE>
RISK OF NEW VENTURES
 
    The Company's new Music Concept theme restaurants and its various new
strategic ventures are unproven. There can be no assurance that the Music
Concept or any new strategic venture pursued by the Company will be successful
or that any such strategic venture will contribute to the Company's revenues and
cash flow. The Company's OFFICIAL ALL STAR CAFE theme concept is in a relatively
early stage of its development and has not yet met the Company's original
expectations. The Company has undertaken certain measures in connection with the
OFFICIAL ALL STAR CAFE concept. See "Summary--Recent Transactions." In addition,
the definitive documentation relating to the Las Vegas Project has not yet been
completed and there can be no assurance that such documentation will be executed
and that the Las Vegas Project will be pursued.
 
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
 
    In fiscal 1997, revenues from foreign units constituted approximately $140.2
million (or 29%) of the Company's total revenues. Revenues from Company-owned
units outside the United States, which are located primarily in Western Europe
and Canada, accounted for 25% of total revenues. Royalties and initial franchise
fees from foreign franchised units accounted for 4% of total revenues. The
Company also realizes income from foreign units in which it owns a minority
interest. Foreign operations present risks that are different than those
encountered in North America, including potential political, social and economic
instability (such as the recent turmoil in Asia where ten of the Company's
franchised units are located). Uncertain economic conditions in certain foreign
markets also may adversely affect the operating results of franchised units in
those markets as well as the collectibility of receivables from those units. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." In addition, the Company's international operations expose it to
fluctuations between the U.S. dollar, which is the reporting currency in the
Company's financial statements, and the local currencies in which units outside
the United States transact business and on which royalties from franchises
located outside the United States are based. The Company has not historically
engaged in any significant hedging activities with respect to its non-U.S.
dollar operations. There can be no assurance that the Company will not
experience adverse results in its foreign operations or that significant
currency fluctuations will not adversely affect the Company's reported results.
 
DEPENDENCE ON KEY EXECUTIVES
 
    The Company's success depends to a significant extent upon the contributions
of its two senior executives, Keith Barish, Chairman of the Board, and Robert
Earl, Chief Executive Officer, who are also the founding and principal
stockholders of the Company. There can be no assurance that the Company would be
able to attract or retain a suitable successor in the event of the loss of the
services of either Mr. Barish or Mr. Earl, which loss could have a material
adverse effect upon the Company. In addition, pursuant to certain of the
Company's key contractual arrangements, including the lease for the PLANET
HOLLYWOOD unit in Orlando, Florida, upon the death, physical or mental
incapacitation or retirement of Mr. Earl, the Company may lose certain of the
substantial benefits that have contributed to the Company's success or that are
expected to contribute to any future growth of the Company. The Company has
obtained a $25 million key man life insurance policy covering Mr. Earl, but
there can be no assurance that the coverage provided by such policy will be
sufficient to compensate the Company for the loss of Mr. Earl's services. The
Company's future success will depend, in part, on its continuing ability to
attract, retain and motivate qualified personnel. The Company is party to
employment agreements with Mr. Barish and Mr. Earl that expire in January 2002
and in December 2001, respectively. See "Management."
 
FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS; SEASONALITY
 
    As the Company enters new markets and develops new concepts, quarterly
results may fluctuate more significantly. Moreover, as a result of the
substantial revenues associated with each new Company-owned
 
                                       16
<PAGE>
unit and the recognition of franchise fees, the timing of new unit openings may
result in significant fluctuations in quarterly results. For example, as noted
under "Summary--Recent Developments," fiscal 1997 fourth quarter results were
affected by, among other factors, the shift of several planned franchised
restaurant openings to the first half of 1998. In addition, the Company's
revenues have been seasonal due to the greater number of tourists who patronize
the Company's units during the summer and year-end holiday seasons. Although
units in certain locations are affected by different seasonal influences, the
Company has historically experienced its strongest operating results from June
through August. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
 
FLUCTUATIONS IN DIRECT MERCHANDISE SALES
 
    During the past two fiscal years, the Company has sold various items of its
branded merchandise directly to specialty and other retailers with a worldwide
distribution and marketing presence in order to increase the exposure of its
brands to consumers. Direct sales of merchandise have generally been made on an
opportunistic basis and there can be no assurance that such direct sales will
continue at historical levels.
 
CONTROL BY PRINCIPAL STOCKHOLDERS
 
    Keith Barish, Robert Earl and Leisure Ventures Pte., Ltd. (a private
Singapore company, f/k/a/ Planet Hollywood Holdings Pte., Ltd., controlled by
Mr. Ong Beng Seng indirectly and Hotel Properties Limited, a public Singapore
company of which Mr. Ong is the largest stockholder) collectively beneficially
own approximately 69% of the outstanding Class A Common Stock ("Class A Common
Stock") of the Company. In addition, Mr. Earl and a trust for the benefit of his
children own an aggregate of 6,862,644 shares of non-voting Class B Common Stock
of the Company which, after a period of time, will be convertible into shares of
Class A Common Stock on a one-for-one basis. As a result, until there is a
substantial decrease in the percentage of the outstanding shares of Class A
Common Stock held by such stockholders, they will continue to have significant
influence over the affairs of the Company and, if they choose to act together,
will be able to elect all the members of the Board of Directors of the Company
and influence significantly the approval of important corporate transactions and
other matters requiring stockholder approval without the approval of minority
stockholders.
 
YEAR 2000 COMPLIANCE
 
    Year 2000 compliance is the ability of computer hardware and software to
respond to the problems posed by the fact that computer programs have
traditionally been written using two digits rather than four to define the
applicable year. As a consequence, unless modified, computer systems will not be
able to differentiate between the year 2000 and 1900. Failure to address this
problem could result in system failures and the generation of erroneous data. In
1997, the Company assessed its own year 2000 compliance and, based on such
assessment, expects to upgrade its critical computer systems to make them year
2000 compliant by the end of fiscal 1998 without material expenditures. However,
the Company may be adversely affected to the extent that other entities that do
business with the Company, particularly credit card processors, are unable to
achieve year 2000 compliance by the end of 1999.
 
GOVERNMENT REGULATION
 
    The restaurant industry and, to a lesser extent, the retail merchandising
industry, are subject to numerous Federal, foreign, state and local government
regulations, including those relating to the preparation and sale of food, the
sale of alcoholic beverages, sanitation and building and zoning requirements.
The Company is subject to regulation by Federal, foreign, state and local
environmental protection agencies and to laws and regulations governing its
relationship with employees, including minimum wage requirements, unemployment,
overtime, workers' compensation, working and safety conditions and citizenship
requirements. An increase in the minimum wage, employee benefit costs, workers'
compensation insurance rates or other costs associated with employees could
substantially
 
                                       17
<PAGE>
increase the Company's labor costs. Additionally, the Company may be subject in
certain states to "dram-shop" statutes, which generally provide a person who is
injured by an intoxicated person the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the intoxicated
person.
 
    In addition, the gaming facilities which will form a part of the Las Vegas
Project and the ownership of securities of the Company will be subject to
extensive regulation by the state and local regulatory authorities of the State
of Nevada. The Nevada State Gaming Control Board and the Nevada Gaming
Commission and other local, county and state regulatory agencies (collectively,
"Nevada Gaming Authorities") may, in compliance with certain statutory and
regulatory procedures, limit, condition, suspend or revoke a license or approval
to own the stock of the Company for any cause deemed reasonable by such
licensing agency. Each holder of the Notes shall be deemed to have agreed (to
the extent permitted by law) that if the Nevada Gaming Authorities determine
that a holder or beneficial owner of the Notes must be found suitable (whether
as a result of a foreclosure of the Casino or for any other reason), and if such
holder or beneficial owner either refuses to file an application or is found
unsuitable, such holder shall, upon request of the Company, dispose of such
holder's Notes within 30 days after receipt of such request or such earlier date
as may be ordered by the Nevada Gaming Authorities. The Company will also have
the right to redeem Notes held by any holder at any time to prevent the loss or
impairment of a gaming license or an application for a gaming license, at a
redemption price equal to the lesser of the price at which such holder or
beneficial owner acquired such Notes and the principal amount thereof, together
with, in either case, accrued and unpaid interest and Liquidated Damages, if
any, thereon to the earlier of the date of redemption and the date of the
finding of unsuitability.
 
    Substantial fines for violations of gaming laws or regulations may be levied
against the Company and persons involved. In addition, the Company could be
subject to fines for each violation of the gaming laws. Furthermore, a
supervisor could be appointed by a state court at the request of the Nevada
Commission to operate any nonrestricted gaming establishment operated by the
Company if the licenses held by the Company are revoked, suspended or otherwise
lapse. In such extraordinary circumstances, earnings generated by gaming
operations during a supervisor's appointment (except for reasonable rental
value) could be forfeited to the State of Nevada. No assurances can be given
that the Company or the Las Vegas Project will obtain any of the required
licenses, registrations, findings of suitability, approvals and permits
(collectively, "Gaming Licenses") or that such Gaming Licenses will be obtained
on a timely basis. See "Business--Governmental Regulation."
 
PURCHASE OF NOTES UPON CHANGE OF CONTROL
 
    A Default (as defined herein) will occur if a Change of Control occurs and
the Company does not cure such event by making an offer to purchase all
outstanding Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest, if any (plus Liquidated Damages, if any), to the date of
purchase and by purchasing all Notes properly tendered pursuant to such offer.
The source of funds for any such purchase would be the Company's available cash
or cash generated from other sources. However, there can be no assurance that
sufficient funds would be available at the time of any Change of Control to make
any required purchases of Notes tendered. See "Description of the Notes--Change
of Control."
 
ABSENCE OF PUBLIC MARKET FOR THE NEW NOTES
 
    The New Notes are a new issue of securities, have no established trading
market and may not be widely distributed. There can be no assurance as to the
liquidity of any markets that may develop for the New Notes, the ability of
holders of the New Notes to sell their New Notes or the price at which holders
would be able to sell their New Notes. Future trading prices of the New Notes
will depend on many factors, including, among other things, prevailing interest
rates, the Company's operating results and the market for similar securities.
The Initial Purchasers have advised the Company that they currently intend to
make a market in the New Notes. However, the Initial Purchasers are not
obligated to do so and any market
 
                                       18
<PAGE>
making may be discontinued at any time without notice. The Company does not
intend to apply for listing of the New Notes offered hereby on any securities
exchange or for quotation through NASDAQ. If a market for the New Notes does
develop, the price of the New Notes may fluctuate and liquidity may be limited.
If a market for the New Notes does not develop, holders may be unable to resell
such securities for an extended period of time, if at all. If the market were to
exist, the New Notes could trade at prices lower than the initial offering price
of the Old Notes depending on many factors, including those described above.
 
    Historically, the market for non-investment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. There can be no assurance that the market for the New Notes will not
be subject to similar disruptions. Any such disruption may have an adverse
effect on holders of the New Notes.
 
                                       19
<PAGE>
                                USE OF PROCEEDS
 
    The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. In consideration for issuing the New Notes as described in
this Prospectus, the Company will receive in exchange Old Notes in like
principal amount, the terms of which are identical in all material respects to
those of the New Notes, except that the New Notes have been registered under the
Securities Act and are issued free of any covenant regarding registration,
including the payment of additional interest upon a failure to file or have
declared effective an exchange offer registration statement or to consummate the
Exchange Offer by certain dates. The Old Notes surrendered in exchange for the
New Notes will be retired and canceled and cannot be reissued. Accordingly, the
issuance of the New Notes will not result in any change in the indebtedness of
the Company.
 
    The net proceeds from the sale of the Old Notes, after deducting discounts
and estimated fees and expenses, were approximately $242.5 million. The Company
has begun, and intends to continue, using the net proceeds from the sale of the
Old Notes as follows: (i) capital expenditures associated with the construction
of additional Company-owned theme restaurants, including Music Concept units,
(ii) capital expenditures associated with the Company's strategic ventures,
including PLANET MOVIES BY AMC, the Las Vegas Project, the OFFICIAL ALL STAR
HOTEL, the PLANET HOLLYWOOD HOTEL and COOL PLANET shops, (iii) repayment of
approximately $102.2 million of outstanding bank borrowings and (iv) general
corporate purposes. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources." Prior to
the application of the net proceeds from the sale of the Old Notes as described
above, such funds are being invested in short-term, investment-grade securities.
For a description of the Company's bank borrowings, see "Description of Credit
Agreement."
 
                                 CAPITALIZATION
 
    The following table sets forth the cash position and consolidated
capitalization of the Company as of December 28, 1997 and as adjusted to give
effect to the sale of the Old Notes and the application of the net proceeds
therefrom, assuming the sale of the Old Notes had been consummated on December
28, 1997.
 
<TABLE>
<CAPTION>
                                                                                    DECEMBER 28, 1997
                                                                                  ----------------------
                                                                                                  AS
                                                                                    ACTUAL     ADJUSTED
                                                                                  ----------  ----------
<S>                                                                               <C>         <C>
                                                                                  (DOLLARS IN THOUSANDS)
Cash and cash equivalents.......................................................  $    9,089  $  189,614
                                                                                  ----------  ----------
                                                                                  ----------  ----------
Long-term debt, excluding current portion:
Credit Agreement................................................................  $   62,000  $   --
  12% Senior Subordinated Notes due 2005........................................      --         250,000
  Capital leases and other......................................................       8,491       8,491
    Total long-term debt, excluding current portion.............................      70,491     258,491
                                                                                  ----------  ----------
Stockholders' equity(a).........................................................     338,541     338,254
                                                                                  ----------  ----------
Total capitalization............................................................  $  409,032  $  596,745
                                                                                  ----------  ----------
                                                                                  ----------  ----------
</TABLE>
 
- ------------------------
 
(a) Upon the repayment of the outstanding bank borrowings, the Company will
    write off approximately $287,000 of debt issue costs, net of taxes.
 
                                       20
<PAGE>
                SELECTED HISTORICAL AND PRO FORMA OPERATING DATA
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
    The following table sets forth summary historical consolidated financial
data with respect to the Company. The summary historical consolidated financial
data for fiscal 1993, 1994, 1995, 1996 and 1997 have been derived directly from
the Consolidated Financial Statements, including the consolidated balance sheets
at December 29, 1996 and December 28, 1997 and the related consolidated
statements of operations and cash flows for the three years ended December 28,
1997 and notes thereto appearing elsewhere herein. This information should be
read in conjunction with the Consolidated Financial Statements included
elsewhere in this Prospectus.
 
    The following table also sets forth certain unaudited historical and pro
forma operating data of the Company for the periods indicated. The Company
believes the presentation of this information is useful to an understanding of
the trends in the Company's results of operations and financial performance.
 
<TABLE>
<CAPTION>
                                                                  FISCAL YEAR(A)
                                              ------------------------------------------------------
                                                1993       1994       1995       1996        1997
                                              ---------  ---------  ---------  ---------  ----------
<S>                                           <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenues(b):
  Food and beverage.........................  $  18,311  $  78,377  $ 160,997  $ 222,481  $  273,344
  Merchandise...............................      9,185     41,826    104,051    124,955     173,966
  Royalties and other.......................      3,181      1,729      1,558      4,528      11,715
  Franchise fees............................     --          4,000      4,000     21,400      16,100
                                              ---------  ---------  ---------  ---------  ----------
      Total revenues........................     30,677    125,932    270,606    373,364     475,125
                                              ---------  ---------  ---------  ---------  ----------
Costs and expenses(b):
  Food and beverage cost of sales...........      4,372     19,891     38,537     50,190      61,930
  Merchandise cost of sales(c)..............      3,590     15,401     37,925     43,236      62,878
  Operating expenses(c).....................     13,120     59,683    116,805    156,893     208,484
  General and administrative expenses(c)....     12,203     19,641     20,057     20,431      49,324
  Depreciation and amortization.............      2,818     16,231     22,182     27,295      38,825
  Impairment of long-lived assets...........     --         --         --         --          48,699
                                              ---------  ---------  ---------  ---------  ----------
      Total operating costs and expenses....     36,103    130,847    235,506    298,045     470,140
                                              ---------  ---------  ---------  ---------  ----------
Income (loss) from operations...............     (5,426)    (4,915)    35,100     75,319       4,985
  Interest (expense) income, net............        142     (4,054)   (11,229)    (2,874)      1,327
  Gain on sale of subsidiary interests......     --         --            611     --          --
  Equity in income (loss) of unconsolidated
    affiliates..............................       (198)    --            848      4,308       6,900
  Minority interests........................        223       (299)    (3,728)    (1,037)     --
  Provision for income taxes................     --         --           (875)   (27,636)     (4,954)
                                              ---------  ---------  ---------  ---------  ----------
Income before extraordinary item............     (5,259)    (9,268)    20,727     48,080       8,258
  Extraordinary item, net...................     --         --         --        (10,421)     --
                                              ---------  ---------  ---------  ---------  ----------
Net income (loss)...........................  ($  5,259) ($  9,268) $  20,727  $  37,659  $    8,258
                                              ---------  ---------  ---------  ---------  ----------
                                              ---------  ---------  ---------  ---------  ----------
Net income per share(d):
  Basic.....................................                        $    0.26  $    0.37  $     0.08
                                                                    ---------  ---------  ----------
  Diluted...................................                        $    0.25  $    0.37  $     0.08
                                                                    ---------  ---------  ----------
Dividends per share.........................     --         --         --         --          --
 
BALANCE SHEET DATA (END OF YEAR):
Cash and cash equivalents...................  $  13,343  $   5,024  $  14,923  $  49,831  $    9,089
Working capital.............................     17,231      3,925     15,528     60,551      30,431
Total assets................................     80,183    144,923    240,185    401,260     505,559
Long-term debt..............................     30,091     82,819    122,745      7,529      70,491
Minority interests..........................      4,507      8,959     10,466     --          --
Redeemable warrants.........................     --         --         15,000     --          --
Stockholders equity.........................     16,298      7,459     28,145    312,131     338,541
</TABLE>
 
                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                  FISCAL YEAR(A)
                                              ------------------------------------------------------
                                                1993       1994       1995       1996        1997
                                              ---------  ---------  ---------  ---------  ----------
<S>                                           <C>        <C>        <C>        <C>        <C>
OTHER DATA:
Net cash (used in) provided by
  operating activities......................  $  (9,560) $  (3,146) $  33,370  $  48,830  $   35,766
Net cash used in investing activities.......    (32,503)   (52,490)   (75,599)   (73,870)   (156,445)
Net cash provided by financing
  activities................................     41,395     49,816     52,128     59,948      81,153
EBITDA(e)...................................      2,198     11,609     55,611    108,006     120,247
EBITDA margin(f)............................     NM            9.2%      20.6%      28.9%       25.3%
Depreciation and amortization...............      2,818     16,231     22,182     27,295      38,825
Capital expenditures(g).....................     29,345     52,131     80,291     81,675     124,526
Ratio of earnings to fixed charges(h)            --         --            2.0x       5.0x        1.2x
Units open at fiscal year end(i):
  Company-owned(j)..........................          4         15         23         37          53
  Franchised................................          3          3          6         21          34
                                              ---------  ---------  ---------  ---------  ----------
      Total.................................          7         18         29         58          87
                                              ---------  ---------  ---------  ---------  ----------
                                              ---------  ---------  ---------  ---------  ----------
 
PRO FORMA DATA:
Interest expense(k).........................                                              $   27,600
Ratio of EBITDA to interest expense(k)......                                                     4.4x
Ratio of long term debt to EBITDA(l)........                                                     2.1x
Ratio of earnings to fixed charges(h)(m)....                                                     1.1x
</TABLE>
 
- ------------------------
 
(a) At the beginning of fiscal 1994, the Company changed its accounting period
    from a calendar year ending December 31 to a 52-53 week fiscal year ending
    on the Sunday nearest December 31 of each year.
 
(b) At December 31, 1993, the Company owned a 47.5% equity interest in PH
    London. Prior to fiscal 1994, the Company's investment was accounted for
    under the equity method of accounting. Effective January 1, 1994, the
    Company increased its ownership equity interest in PH London to over 50%. As
    a result, the operations of PH London are consolidated in the Company's
    results commencing in fiscal 1994.
 
(c) In fiscal 1997, cost of sales and general and administrative expenses
    reflect a charge of $3.0 million and $19.0 million, respectively. See
    "Summary--Recent Developments."
 
(d) Prior to fiscal 1995, the Company's operations were conducted by a limited
    partnership. Accordingly, no earnings per share data is included for periods
    prior to fiscal 1995.
 
(e) EBITDA means earnings before interest, taxes, depreciation, amortization and
    the $68.2 million of noncash charges associated with the charge of $71.2
    million in fiscal 1997. See "Summary--Recent Developments." EBITDA including
    the non-cash charges was $52.0 million in fiscal 1997. EBIDTA is presented
    because it provides useful information regarding a company's ability to
    service and/or incur debt. EBITDA should not be considered in isolation from
    or as a substitute for net income, cash flows from operating activities and
    other consolidated income or cash flow statement data prepared in accordance
    with generally accepted accounting principles or as a measure of
    profitability or liquidity. The Company's definition of EBITDA (also used in
    the Indenture) may not be consistent with EBITDA as used and defined by
    other companies.
 
(f) EBITDA as a percentage of total revenues.
 
(g) Excludes pre-opening expenses. See "Management's Discussion and Analysis of
    Financial Condition and Results of Operations."
 
(h) For purposes of computing the ratio of earnings to fixed charges, fixed
    charges consist of interest on debt (including capitalized interest),
    amortization of debt discount and expense and one-third of rent expense,
    which management believes is representative of the interest component of
    rent expense. Earnings consist of income from continuing operations before
    income taxes and equity in earnings of unconsolidated affiliates, plus fixed
    charges (other than capitalized interest, but excluding the amortization
    thereof). Earnings were insufficient to cover fixed charges by $5.5 million
    and $10.3 million in fiscal 1993 and 1994, respectively.
 
(i) Company-owned units are those operated by entities that are wholly owned or
    majority-owned by the Company. The operating results of those entities are
    consolidated in the Company's results. Franchised units are those operated
    by independent franchisees or by joint ventures that are accounted for under
    the equity method of accounting.
 
(j) Excludes the one MARVEL MANIA unit.
 
                                       22
<PAGE>
(k) Includes interest expense on the Notes, net of interest on outstanding
    indebtedness to be repaid with the proceeds from the sale of the Old Notes,
    assuming the Old Notes had been issued at the beginning of fiscal 1997.
    Excludes amortization of debt discount and issuance costs.
 
(l) Gives effect to the sale of the Old Notes and the application of the
    proceeds therefrom, assuming the sale of the Old Notes had been consummated
    on December 28, 1997.
 
(m) Assumes the proceeds from the sale of the Old Notes had been used to repay
    $62.0 million of indebtedness outstanding during fiscal 1997.
 
                                       23
<PAGE>
                               THE EXCHANGE OFFER
 
PURPOSE OF THE EXCHANGE OFFER
 
    In connection with the sale of the Old Notes, the Company entered into the
Registration Rights Agreement with the Initial Purchasers, pursuant to which the
Company agreed to use its best efforts to file with the Commission a
registration statement with respect to the exchange of the Old Notes for a
series of registered debt securities with terms identical in all material
respects to the terms of the Old Notes, except that the New Notes have been
registered under the Securities Act and are issued free of any covenant
regarding registration, including the payment of additional interest upon a
failure to file or have declared effective an exchange offer registration
statement or to consummate the Exchange Offer by certain dates.
 
    The Company is making the Exchange Offer in reliance on the position of the
staff of the Commission as set forth in Exxon Capital Holdings Corp., SEC
No-Action Letter (April 13, 1989), Morgan, Stanley & Co. Inc., SEC No-Action
Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2,
1993). However, the Company has not sought its own no-action letter and there
can be no assurance that the staff of the Commission would make a similar
determination with respect to the Exchange Offer as in such other circumstances.
Based upon these interpretations by the staff of the Commission, the Company
believes that New Notes issued pursuant to this Exchange Offer in exchange for
Old Notes may be offered for resale, resold and otherwise transferred by a
holder thereof other than (i) a broker-dealer who purchased such Old Notes
directly from the Company to resell pursuant to Rule 144A or any other available
exemption under the Securities Act or (ii) a person that is an "affiliate" (as
defined in Rule 405 of the Securities Act) of the Company without compliance
with the registration and prospectus deliver provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holder's business and that such holder is not participating, and has no
arrangement or understanding with any person to participate, in the distribution
of such New Notes. Holders of Old Notes accepting the Exchange Offer will
represent to the Company in the Letter of Transmittal that such conditions have
been met. Any holder who participates in the Exchange Offer for the purpose of
participating in a distribution of the New Notes may not rely on the position of
the staff of the Commission as set forth in these no-action letters and would
have to comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any secondary resale transaction. A secondary
resale transaction in the United States by a holder who is using the Exchange
Offer to participate in the distribution of New Notes must be covered by a
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K of the Securities Act.
 
    Each broker-dealer that receives New Notes for its own account pursuant to
the Exchange Offer must acknowledge that it acquired the Old Notes as a result
of market-making activities or other trading activities and will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus, as
it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of New Notes received in exchange for
Old Notes where such Old Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Letter of
Transmittal states that by acknowledging and delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The Company has agreed that for a period of 180
days after the Expiration Date, it will make this Prospectus available to
broker-dealers for use in connection with any such resale. See "Plan of
Distribution."
 
    Except as aforesaid, this Prospectus may not be used for an offer to resell,
resale or other retransfer of New Notes.
 
    The Exchange Offer is not being made to, nor will the Company accept tenders
for exchange from, holders of Old Notes in any jurisdiction in which the
Exchange Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
 
                                       24
<PAGE>
TERMS OF THE EXCHANGE
 
    Upon the terms and subject to the conditions of the Exchange Offer, the
Company will, unless such Old Notes are withdrawn in accordance with the
withdrawal rights specified in "Withdrawal of Tenders" below, accept any and all
Old Notes validly tendered prior to 5:00 p.m., New York City time, on the
Expiration Date. The date of acceptance for exchange of the Old Notes, and
consummation of the Exchange Offer, is the Exchange Date, which will be the
first business day following the Expiration Date (unless extended as described
herein). The Company will issue, on or promptly after the Exchange Date, an
aggregate principal amount of up to $250,000,000 of New Notes in exchange for a
like principal amount of outstanding Old Notes tendered and accepted in
connection with the Exchange Offer. The New Notes issued in connection with the
Exchange Offer will be delivered on the earliest practicable date following the
Exchange Date. Holders may tender some or all of their Old Notes in connection
with the Exchange Offer. However, Old Notes may be tendered only in integral
multiples of $1,000.
 
    The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that the New Notes have been registered under the
Securities Act and are issued free from any covenant regarding registration,
including the payment of additional interest upon a failure to file or have
declared effective an exchange offer registration statement or to consummate the
Exchange Offer by certain dates. The New Notes will evidence the same debt as
the Old Notes and will be issued under and be entitled to the same benefits
under the Indenture as the Old Notes. As of the date of this Prospectus,
$250,000,000 aggregate principal amount of the Old Notes is outstanding.
 
    In connection with the issuance of the Old Notes, the Company arranged for
the Old Notes originally purchased by qualified institutional buyers to be
issued in the form of global notes (the "Initial Global Notes") and transferable
in book-entry form through the facilities of The Depository Trust Company
("DTC"), acting as depositary. Except as described under "Book-Entry, Delivery
and Form," the New Notes will be issued in the form of a global note registered
in the name of DTC or its nominee and each holder's interest therein will be
transferable in book-entry form through DTC. See "Book-Entry, Delivery and
Form".
 
    Holders of Old Notes do not have any appraisal or dissenters' rights in
connection with the Exchange Offer. Old Notes which are not tendered for
exchange or are tendered but not accepted in connection with the Exchange Offer
will remain outstanding and be entitled to the benefits of the Indenture, but
will not be entitled to any registration rights under the Registration Rights
Agreement.
 
    The Company shall be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
for the purposes of receiving the New Notes from the Company.
 
    If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof as promptly as practicable
after the Expiration Date.
 
    Holders who tender Old Notes in connection with the Exchange Offer will not
be required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes with respect to the exchange of Old
Notes in connection with the Exchange Offer. The Company will pay all charges
and expenses, other than certain applicable taxes described below, in connection
with the Exchange Offer. See "--Fees and Expenses".
 
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
 
    The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
           , 1998, unless extended by the Company in its sole discretion (but in
no event to a date later than            , 1998), in
 
                                       25
<PAGE>
which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended.
 
    The Company reserves the right, in its sole discretion (i) to delay
accepting any Old Notes, to extend the Exchange Offer or to terminate the
Exchange Offer and to refuse to accept Old Notes not previously accepted, if any
of the conditions set forth below under "Conditions to the Exchange Offer" shall
not have been satisfied and shall not have been waived by the Company (if
permitted to be waived by the Company) and (ii) to amend the terms of the
Exchange Offer in any manner. Any such delay in acceptance, extension,
termination or amendment will be followed as promptly as practicable by oral or
written notice thereof to the registered holders. If the Exchange Offer is
amended in a manner determined by the Company to constitute a material change,
the Company will promptly disclose such amendment by means of a prospectus
supplement that will be distributed to the registered holders of the Old Notes,
and the Company will extend the Exchange Offer for a period of five to ten
business days, depending upon the significance of the amendment and the manner
of disclosure to the registered holders, if the Exchange Offer would otherwise
expire during such five to ten business day period. In no event, however, shall
the Exchange Date be later than the first business day following            ,
1998.
 
    If the Company determines to make a public announcement of any delay,
extension, amendment or termination of the Exchange Offer, the Company shall
have no obligation to publish, advertise or otherwise communicate any such
public announcement, other than by making a timely release to an appropriate
news agency.
 
INTEREST ON THE NEW NOTES
 
    The New Notes will bear interest at the rate of 12% per annum and will be
payable semiannually in arrears on April 1 and October 1 of each year,
commencing October 1, 1998. Interest on the New Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of original issuance.
 
    Holders of Old Notes whose Old Notes are accepted for exchange will not
receive interest on such Old Notes for any period subsequent to the last
interest payment date to occur prior to the issue date of the New Notes, and
will be deemed to have waived the right to receive any interest payment on the
Old Notes accrued from and after such interest payment date.
 
CONDITIONS TO THE EXCHANGE OFFER
 
    Notwithstanding any other term of the Exchange Offer, the Company will not
be required to accept for exchange, or to exchange, any Old Notes for any New
Notes, and may terminate or amend the Exchange Offer before the acceptance of
any Old Notes for exchange, if:
 
        (a) any action or proceeding is instituted or threatened in any court or
    by or before any governmental agency with respect to the Exchange Offer
    which, in the Company's reasonable good faith judgment, would be expected to
    impair the ability of the Company to proceed with the Exchange Offer, or
 
        (b) any law, statute, rule or regulation is adopted or enacted, or any
    existing law, statute, rule or regulation is interpreted by the Commission
    or its staff, which, in the Company's reasonable good faith judgment, would
    be expected to impair the ability of the Company to proceed with the
    Exchange Offer.
 
    If the Company determines in its reasonable good faith judgment that any of
the foregoing conditions exist, the Company may (i) refuse to accept any Old
Notes and return all tendered Old Notes to the tendering holders, (ii) extend
the Exchange Offer and retain all Old Notes tendered prior to the expiration of
the Exchange Offer, subject, however, to the rights of holders who tendered such
Old Notes to withdraw their tendered Old Notes which have not been withdrawn. If
such waiver constitutes a material change to
 
                                       26
<PAGE>
the Exchange Offer, the Company will promptly disclose such waiver by means of a
prospectus supplement that will be distributed to the registered holders, and
the Company will extend the Exchange Offer for a period of five to ten business
days, depending upon the significance of the waiver and the manner of disclosure
to the registered holders, if the Exchange Offer would otherwise expire during
such five to ten business days. In no event, however, shall the Exchange Date be
a date later than the first business day following            , 1998.
 
PROCEDURES FOR TENDERING
 
    To tender in connection with the Exchange Offer, a holder must complete,
sign and date the Letter of Transmittal, or a facsimile thereof, have the
signatures thereon guaranteed if required by the Letter of Transmittal and mail
or otherwise deliver such Letter of Transmittal or such facsimile, together with
the Old Notes (unless such tender is being effected pursuant to the procedure
for book-entry transfer described below) and any other required documents, to
the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
 
    Any financial institution that is a participant in DTC's Book-Entry Transfer
Facility system may make book-entry delivery of the Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account in accordance with
DTC's procedure for such transfer. Although delivery of Old Notes may be
effected through book-entry transfer into the Exchange Agent's Account at DTC,
the Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, must, in any case, be transmitted
to and received or confirmed by the Exchange Agent at its addresses set forth
under the caption "Exchange Agent", below, prior to 5:00 p.m., New York City
time, on the Expiration Date. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH
ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
 
    The tender by a holder of Old Notes will constitute an agreement between
such holder and the Company in accordance with the terms and subject to the
conditions set forth herein and in the Letter of Transmittal.
 
    The method of delivery of Old Notes and the Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the holders. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date. No
Letter of Transmittal or Old Notes should be sent to the Company. Holders may
request their respective brokers, dealers, commercial banks, trust companies or
nominees to effect the tenders for such holders.
 
    Any beneficial owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact the registered holder promptly and instruct such registered
holder to tender on such beneficial owner's behalf. If such beneficial owner
wishes to tender on such owner's own behalf, such owner must, prior to
completing and executing the Letter of Transmittal and delivery of such owner's
Old Notes, either make appropriate arrangements to register ownership of the Old
Notes in such owner's name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable
time.
 
    A signature on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
holder who has not completed the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal, or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter of
Transmittal or a notice of withdrawal, as the case may be, are required to be
guaranteed, such guarantee must be by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17 Ad-15 under the Exchange Act (an "Eligible Institution").
 
                                       27
<PAGE>
    If the Letter Transmittal is signed by a person other than the registered
holder of any Old Notes listed therein, such Old Notes must be endorsed by such
registered holder or accompanied by a properly completed bond power, in each
case signed or endorsed in blank by such registered holder as such registered
holder's name appears on such Old Notes.
 
    In the Letter of Transmittal or any Old Notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with the Letter of Transmittal.
 
    All questions as to the validity, form, eligibility (including time of
receipt) and acceptance and withdrawal of tendered Old Notes will be determined
by the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes whose acceptance by the Company would, in
the opinion of U.S. counsel for the Company, be unlawful. The Company also
reserve the right to waive any defects, irregularities or conditions of tender
as to any particular Old Notes either before or after the Expiration Date. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to request the Exchange
Agent to notify holders of defects or irregularities with respect to tenders of
Old Notes, neither the Company, the Exchange Agent nor any other person shall
have any duty or incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Notes received by the Exchange
Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering holders, unless otherwise provided in the Letter of
Transmittal, as soon as practicable following the Expiration date.
 
    In addition, the Company reserves the right, as set forth above under the
caption "Conditions to the Exchange Offer", to terminate the Exchange Offer.
 
    By tendering, each holder represents to the Company that, among other
things, the New Notes acquired in connection with the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the holder, that neither the holder nor any
such other person has an arrangement or understanding with any person to
participate in the distribution of such New Notes and that neither the holder
nor any such other person is an "affiliate" (as defined in Rule 405 under the
Securities Act) of the Company. If the holder is a broker-dealer which will
receive New Notes for its own account in exchange of Old Notes, it will
acknowledge that it acquired such Old Notes as the result of market making
activities or other trading activities and it will deliver a prospectus in
connection with any resale of such New Notes. See "Plan of Distribution."
 
GUARANTEED DELIVERY PROCEDURES
 
    Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, or (ii) who cannot deliver their Old Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent, or cannot
complete the procedure for book-entry transfer, prior to the Expiration Date,
may effect a tender of their Old Notes if:
 
        (a) The tender is made through an Eligible Institution;
 
        (b) Prior to the Expiration Date, the Exchange Agent received from such
    Eligible Institution a properly completed and duly executed Notice of
    Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
    setting forth the name and address of the holder, the certificate number(s)
    of such
 
                                       28
<PAGE>
    Old Notes and the principal amount of Old Notes tendered, stating that the
    tender is being made thereby and guaranteeing that, within five business
    days after the Expiration Date, the Letter of Transmittal (or facsimile
    thereof) together with the certificate(s) representing the Old Notes to be
    tendered in proper form for transfer (or confirmation of a book-entry
    transfer into the Exchange Agent's account at DTC of Old Notes delivered
    electronically) and any other documents required by the Letter of
    Transmittal will be deposited by the Eligible Institution with the Exchange
    Agent; and
 
        (c) Such properly completed and executed Letter of Transmittal (of
    facsimile thereof) as well as the certificate(s) representing all tendered
    Old Notes in proper form for transfer (or confirmation of a book-entry
    transfer into the Exchange Agent's account at DTC of Old Notes delivered
    electronically) and all other documents required by the Letter of
    Transmittal are received by the Exchange Agent within five business days
    after the Expiration Date.
 
WITHDRAWAL OF TENDERS
 
    Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
 
    To withdraw a tender of Old Notes in connection with the Exchange Offer, a
written facsimile transmission notice of withdrawal must be received by the
Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person who deposited the Old Notes to be withdrawn (the
"Depositor"), (ii) identify the Old Notes to be withdrawn (including the
certificate number or numbers and principal amount of such Old Notes), (iii) be
signed by the Depositor in the same manner as the original signature on the
Letter of Transmittal by which such Old Notes were tendered (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the trustee register the transfer of such Old Notes into the
name of the person withdrawing the tender, and (iv) specify the name in which
any such Old Notes are to be registered, if different from that of the
Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such withdrawal notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no New Notes will be issued with respect thereto unless Old
Notes so withdrawn are validly re-tendered. Any Old Notes which have been
tendered but which are not accepted for exchange or which are withdrawn will be
returned to the holder thereof without cost to such holder as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Old Notes may be rendered by following one of the
procedures described above under the caption "Procedures for Tendering" at any
time prior to the Expiration Date.
 
EXCHANGE AGENT
 
    United States Trust Company of New York has been appointed as Exchange Agent
in connection with the Exchange Offer. Questions and requests for assistance,
requests for additional copies of this Prospectus or of the Letter of
Transmittal should be directed to the Exchange Agent, at its offices at 770
Broadway, 13th Floor, New York, NY 10003. The Exchange Agent's telephone number
is (800) 548-6565 and facsimile number is (212) 420-6152.
 
FEES AND EXPENSES
 
    The Company will not make any payment to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company will pay certain other
expenses to be incurred in connection with the Exchange Offer, including the
fees and expenses of the Trustee, accounting and certain legal fees.
 
    Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of,
 
                                       29
<PAGE>
any person other than the registered holder of the Old Notes tendered, or if
tendered Old Notes are registered in the name of any person other than the
person signing the Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes in connection with the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendered holder.
 
ACCOUNTING TREATMENT
 
    The New Notes will be recorded at the same carrying value as the Old Notes
as reflected in the Company's accounting records on the date of the exchange.
Accordingly, no gain or loss for accounting purposes will be recognized by the
Company upon the consummation of the Exchange Offer. Any expenses of the
Exchange Offer that are paid by the Company will be amortized by the Company
over the term of the New Notes in accordance with generally accepted principles.
 
CONSEQUENCES OF FAILURES TO PROPERLY TENDER OLD NOTES IN THE EXCHANGE
 
    Issuance of the New Notes in exchange for the Old Notes pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
such Old Notes, a properly completed and duly executed Letter of Transmittal and
all other required documents. Therefore, holders of the Old Notes desiring to
tender such Old Notes in exchange for New Notes should allow sufficient time to
ensure timely delivery. The Company is under no duty to give notification of
defects or irregularities with respect to tenders of Old Notes for exchange. Old
Notes that are not tendered or that are tendered but not accepted by the Company
for exchange, will, following consummation of the Exchange Offer, continue to be
subject to the existing restrictions upon transfer thereof under the Securities
Act and, upon consummation of the Exchange Offer, certain registration rights
under the Registration Rights Agreement will terminate.
 
    In the event the Exchange Offer is consummated, the Company will not be
required to register the remaining Old Notes. Remaining Old Notes will continue
to be subject to the following restrictions on transfer: (i) the remaining Old
Notes may be resold only if registered pursuant to the Securities Act, if any
exemption from registration is available thereunder, or if neither such
registration nor such exemption is required by law, and (ii) the remaining Old
Notes will bear a legend restricting transfer in the absence of registration or
an exemption therefrom. The Company does not currently anticipate that they will
register the remaining Old Notes under the Securities Act. To the extent that
Old Notes are tendered and accepted in connection with the Exchange Offer, any
trading market for remaining Old Notes could be adversely affected.
 
                                       30
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    Historically, the Company has derived substantially all of its revenues from
its theme restaurants, which revenues have consisted of (i) food and beverage
revenues, (ii) merchandise revenues, (iii) royalties and (iv) franchise fees.
Food and beverage revenues and merchandise revenues derived from Company-owned
units, as well as merchandise revenues from other retail channels, are referred
to herein collectively as "Direct Revenues." For fiscal 1997, food and beverage
revenues were approximately 61.1% of Direct Revenues and merchandise revenues
were approximately 38.9% of Direct Revenues.
 
    Franchisees are typically required to pay an upfront franchise fee ranging
from $1.0 million to $2.0 million, which is recognized when all the Company's
pre-opening obligations in respect of the unit are fulfilled and the franchised
unit opens. Thereafter, the franchisee is required to pay royalties based on its
gross revenues from food, beverage and merchandise sales. These royalties
typically range from 5% to 10% of the franchisee's food and beverage revenues
and 10% to 15% of the franchisee's merchandise revenues.
 
    The Company historically has capitalized pre-opening costs for each of its
new units and has amortized such costs over the 12-month period following the
opening of the unit. Pre-opening costs consist of direct costs related to hiring
and training the initial workforce and other direct costs related to opening a
new unit, including expenses related to the grand opening. A new accounting
standard was adopted in April 1998 by the American Institute of Certified Public
Accountants, which is effective for fiscal 1999 and will require a change in the
Company's accounting for pre-opening costs to an expense-as-incurred basis. See
"--New Accounting Standards."
 
    During the initial period following its opening, a new unit typically
realizes higher revenues than in subsequent periods of operation, due primarily
to the substantial promotional activity during this period, including its
celebrity grand opening event. Because of this "honeymoon" period, a unit is
included in the "same unit" analysis, which only includes Company-owned units,
discussed below only after it has been open for a full fiscal period after the
eighteenth month of its operations, at which time its performance for that
period can be compared to its performance for the first full period following
the sixth month of its operations (the comparable year ago period). In fiscal
1997, only 18 of the 53 Company-owned units were included in the "same unit"
analysis.
 
    The Company believes that its future growth will come from expansion of its
theme restaurant operations, including its new Music Concept, as well as
capitalizing on its brands through various strategic ventures outside the
restaurant industry. New Company-owned PLANET HOLLYWOOD and OFFICIAL ALL STAR
CAFE units will be smaller than most existing Company-owned units and
correspondingly will have lower development and operating costs than existing
units. However, because of their smaller size, new units also are expected to
generate lower revenues than have historically been realized by the Company's
existing units.
 
    During fiscal 1997, the Company organized its operations into five separate
operational divisions to support the further diversification of its business.
The Food & Beverage division is primarily responsible for the development of,
and the food and beverage operations associated with, the Company's theme
restaurants (other than those theme restaurants associated with the Company's
joint venture projects). The Retail & Merchandising division is primarily
responsible for the development of, and sales of products and merchandise
through, retail stores located within the Company's theme restaurants as well as
stand-alone retail stores and other distribution channels. The Theaters &
Entertainment division is primarily responsible for the development and
oversight of the Company's joint venture with AMC and for the creation and
 
                                       31
<PAGE>
development of other entertainment ventures. The Lodging & Gaming division is
responsible for the Company's participation in the Las Vegas Project, the
OFFICIAL ALL STAR HOTEL and the PLANET HOLLYWOOD HOTEL, as well as similar
ventures that may be pursued in the future. The Consumer Products division is
primarily responsible for the licensing of the Company's brands in connection
with selected consumer products, such as "PLANET HOLLYWOOD--The Game" and COOL
PLANET ice cream. In the future, the Company expects to report its financial
results in line with the new divisional structure.
 
OPERATING RESULTS
 
    The following table sets forth various components of the Company's operating
results expressed as a percentage of total revenues (except where otherwise
indicated) for fiscal 1995, 1996 and 1997. The table also sets forth certain
relevant operating data for the periods presented.
 
<TABLE>
<CAPTION>
                                                                                                       FISCAL
                                                                                           -------------------------------
                                                                                             1995       1996       1997
                                                                                           ---------  ---------  ---------
<S>                                                                                        <C>        <C>        <C>
INCOME STATEMENT DATA:
Revenues:
  Food and beverage......................................................................       59.5%      59.6%      57.5%
  Merchandise............................................................................       38.4       33.5       36.6
  Royalties..............................................................................        0.6        1.2        2.5
  Franchise fees.........................................................................        1.5        5.7        3.4
                                                                                           ---------  ---------  ---------
    Total revenues.......................................................................      100.0%     100.0%     100.0%
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
Costs and expenses:
  Food and beverage cost of sales(a).....................................................       23.9%      22.6%      22.7%
  Merchandise cost of sales(b)...........................................................       36.4       34.6       36.1
  Operating expenses(c)..................................................................       44.1       45.2       46.6
  General and administrative expenses....................................................        7.4        5.5       10.4
  Depreciation and amortization..........................................................        8.2        7.3        8.2
  Equity in earnings of unconsolidated affiliates........................................       (0.3)      (1.2)      (1.5)
Total costs and expenses.................................................................       87.0       79.8       99.0
Income from operations...................................................................       13.0       20.2        1.0
Interest income (expense), net...........................................................       (4.1)      (0.8)       0.3
Minority interests.......................................................................        1.4        0.3     --
Provision for income taxes...............................................................        0.3        7.4        1.0
Net income...............................................................................        7.7       10.1        1.7
 
OPERATING DATA:
Food and beverage sales(c)...............................................................       60.7%      64.0%      61.1%
Merchandise sales(c).....................................................................       39.3       36.0       38.9
                                                                                           ---------  ---------  ---------
    Total Direct Revenues................................................................      100.0%     100.0%     100.0%
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
Units in operation at fiscal year end:
  Company-owned units....................................................................         23         37         53
  Franchised units.......................................................................          6         21         34
                                                                                           ---------  ---------  ---------
    Total................................................................................         29         58         87
                                                                                           ---------  ---------  ---------
                                                                                           ---------  ---------  ---------
</TABLE>
 
- ------------------------
 
(a) As a percentage of food and beverage revenues.
 
(b) As a percentage of merchandise revenues.
 
(c) As a percentage of Direct Revenues.
 
                                       32
<PAGE>
    FISCAL 1997 COMPARED TO FISCAL 1996
 
        In fiscal 1997, "same unit" revenues of Company-owned units declined 11%
    compared to fiscal 1996. In addition, the Company recorded a charge in the
    1997 fourth quarter of $71.2 million ($44.5 million after tax), $3.0 million
    of which represented a cash charge. The principal components of this charge
    were (i) $48.7 million related to a writedown of long-lived assets,
    associated with underperforming domestic and foreign Company-owned
    restaurant units, (ii) $19.0 million related to the write-off of certain
    franchise and other receivables as well as the abandonment of certain
    marketing initiatives and (iii) $3.0 million related to the write-off of
    obsolete merchandise inventories. In response to these lower than expected
    results, and as discussed above under "Summary--Recent Developments," the
    Company has begun to undertake various measures to improve its performance.
 
        REVENUES. Total revenues increased 27.2% from $373.4 million in fiscal
    1996 to $475.1 million in fiscal 1997. The increase in revenues is due
    primarily to the Company's continued expansion through the development of
    new themed restaurants, franchising activities and the expansion of its
    retail distribution system, including direct merchandise sales.
 
        Direct Revenues increased 28.8% from $347.4 million in fiscal 1996 to
    $447.3 million in fiscal 1997, due primarily to the opening of 16 new
    Company-owned units in fiscal 1997 ($42.1 million of the increase) and the
    inclusion in fiscal 1997 results of a full year of operations of 14
    Company-owned units that were opened in fiscal 1996 ($47.6 million of the
    increase). Increased sales of merchandise to specialty retailers and through
    other retail distribution channels also contributed to higher Direct
    Revenues in fiscal 1997. Fiscal 1997 Direct Revenues were adversely impacted
    by the 11% decline in "same unit" revenues. The decline in "same unit"
    revenues was due to a decline in customer traffic that was attributable
    principally to (i) increased competition in the theme-dining sector and (ii)
    a diversion of management's focus from existing unit operations to new unit
    openings and strategic initiatives. Competition in major tourist markets
    increased significantly in fiscal 1997. Four PLANET HOLLYWOOD units
    accounted for 46% of the dollar amount of the decline in "same unit"
    revenues, while contributing only 27% of "same unit" revenues as a whole. In
    addition, fiscal 1997 "same unit" revenues at certain of the Company's units
    were adversely impacted by the particularly strong revenues realized by
    these units in fiscal 1996 due to increased customer traffic generated by
    the Summer Olympics. In the near term, the Company anticipates further
    declines in "same unit" revenues, primarily as a result of decreased
    customer traffic due to increased competition.
 
        As a percentage of Direct Revenues, merchandise sales increased from
    36.0% in fiscal 1996 to 38.9% in fiscal 1997. The increase in merchandise
    sales as a percentage of Direct Revenues was primarily due to the
    introduction of new product lines, sales to specialty retailers and
    promotional sales. To increase the exposure of its brands to consumers
    worldwide, the Company markets its branded products in innovative ways,
    including the sale of merchandise to specialty retailers having a worldwide
    distribution and marketing presence.
 
        Franchise fees were $21.4 million in fiscal 1996 and $16.1 million in
    fiscal 1997. In fiscal 1996, a total of 16 franchised units were opened,
    compared to 13 in fiscal 1997. Royalties and other revenues increased from
    $4.5 million in fiscal 1996 to $11.7 million in fiscal 1997, due primarily
    to growth in the number of franchised units and the licensing of the
    Company's brands.
 
        COSTS AND EXPENSES. Food and beverage costs as a percentage of food and
    beverage revenues increased slightly from 22.6% in fiscal 1996 to 22.7% in
    fiscal 1997. In fiscal 1997, merchandise costs as a percentage of
    merchandise revenues increased to 36.1% from 34.6% in fiscal 1996 due to a
    write-off of certain discontinued inventories (including inventories
    affected by a redesign of the Company's OFFICIAL ALL STAR CAFE logo), which
    resulted in a $3.0 million charge. Operating expenses, which consist
    primarily of occupancy, labor and other direct unit operating costs,
    increased from 45.2% of Direct Revenues in fiscal 1996 to 46.6% of Direct
    Revenues in fiscal 1997. Occupancy costs increased as a percentage of Direct
    Revenues in fiscal 1997 because revenues at many of the Company's units were
 
                                       33
<PAGE>
    below the minimum rent thresholds in the applicable leases. In fiscal 1997,
    labor costs increased as a percentage of Direct Revenues because salaried
    labor costs remained relatively constant as the Company opened smaller units
    in new markets. The increase in operating expenses as a percentage of Direct
    Revenues was also a result of the decline in "same unit" sales.
 
        General and administrative expenses increased to $49.3 million in fiscal
    1997 from $20.4 million in fiscal 1996. Approximately $19.0 million of the
    $28.9 million increase was attributable to the fourth quarter charge,
    consisting primarily of write-offs of certain franchise and other
    receivables as a result of the change in the Company's business strategy and
    financial uncertainties facing certain franchisees in Eastern Europe and
    Asia. The remainder of the increase was due principally to the expansion of
    the Company's corporate infrastructure, including increased employee
    headcounts.
 
        DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
    from 7.3% of total revenues in fiscal 1996 to 8.2% of total revenues in
    fiscal 1997 due to increased depreciation on units constructed in 1996 and
    1997 and a full year's amortization of goodwill on the units acquired by the
    Company in fiscal 1996.
 
        IMPAIRMENT OF LONG-LIVED ASSETS. As a result of operating losses
    incurred and projected to continue at certain restaurant units, the Company
    recorded a noncash impairment charge of $48.7 million in fiscal 1997 related
    to the writedown of long-lived assets associated with certain
    underperforming units. The Company considers continued and projected
    operating losses or significant and long-term change in market conditions to
    be its primary indicators of potential impairment. An impairment was
    recognized as the future projected undiscounted cash flows for these units
    were estimated to be insufficient to recover the related carrying value of
    the long-lived assets relating to the units. As a result, the carrying
    values of these assets were written down to their estimated fair values
    based on the projected discounted cash flows. No such charges were required
    in fiscal 1996.
 
        INTEREST INCOME (EXPENSE), NET. Net interest expense was $2.9 million in
    fiscal 1996 compared to net interest income of $1.3 million in fiscal 1997.
    Proceeds from the Company's initial public offering in April of 1996 were
    utilized to extinguish Company debt and interest was earned on the
    investment of remaining funds.
 
        EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES. Equity in earnings of
    unconsolidated affiliates increased from $4.3 million in fiscal 1996 to $6.9
    million in fiscal 1997, primarily due to additional franchise openings by
    ECE and PH Asia in 1997 and earnings from the Company's investment in the
    Hotel Pennsylvania.
 
        OTHER. Minority interests decreased from $1.0 million in fiscal 1996 to
    zero in fiscal 1997 due to the acquisition by the Company of all minority
    interests during fiscal 1996.
 
        PROVISION FOR INCOME TAXES. The provision for income taxes was $27.6
    million or 36.5% of pretaxable income in fiscal 1996 compared to $5.0
    million or 37.5% in fiscal 1997. The increase in the Company's effective tax
    rate is primarily due to an increase in the percentage of total earnings
    from domestic units in fiscal 1997.
 
        EXTRAORDINARY ITEM, NET. In fiscal 1996, the Company incurred an
    extraordinary charge of $10.4 million, net of $5.9 million in taxes, as a
    result of the early extinguishment of long-term notes payable.
 
        SEASONALITY AND QUARTERLY COMPARISONS. The Company's revenues have been
    seasonal, due to the greater number of tourists who patronize the Company's
    units during the summer and year-end holiday season. Although units in
    certain locations are affected by different seasonal influences, the Company
    has historically experienced its strongest operating results from June
    through August. Moreover, as a result of the substantial revenues associated
    with each new Company-owned unit and the recognition of franchise fees, the
    timing of new unit openings may result in significant fluctuations in
    quarterly results. Additionally, in 1997 the Company realized substantial
    revenues through its retail
 
                                       34
<PAGE>
    distribution system. Quarterly results may fluctuate significantly in
    association with the timing of these transactions.
 
    FISCAL 1996 COMPARED TO FISCAL 1995
 
        REVENUES. Total revenues increased 38.0% from $270.6 million in fiscal
    1995 to $373.4 million in fiscal 1996.
 
        Direct Revenues increased 31.1% from $265.0 million in fiscal 1995 to
    $347.4 million in fiscal 1996, due primarily to the opening of 14 new
    Company-owned units in fiscal 1996 ($43.3 million of the increase) and the
    inclusion of a full year of operations of the nine Company-owned Planet
    Hollywood units opened in fiscal 1995 ($49.2 million of the increase).
    Direct Revenues on a "same unit" basis decreased 2.0% from $200.6 million in
    fiscal 1995 to $196.6 million in fiscal 1996. As a percentage of Direct
    Revenues, merchandise sales decreased from 39.3% in fiscal 1995 to 36.0% in
    fiscal 1996. The decrease in merchandise mix is mostly due to the timing of
    new unit openings and development of new concepts which typically have a
    lower merchandise mix in their development stage.
 
        Franchise fees were $4.0 million in fiscal 1995 and $21.4 million in
    fiscal 1996 due to the opening of 16 franchises during 1996. Royalties
    increased 190.7% from $1.6 million in fiscal 1995 to $4.5 million in fiscal
    1996, due primarily to the growth in the number of franchised units.
 
        COSTS AND EXPENSES. Food and beverage costs decreased from 23.9% of food
    and beverage revenues in fiscal 1995 to 22.6% in fiscal 1996 as a result of
    improved buying power and efficiencies from the greater unit base, allowing
    for favorable negotiations with suppliers. Merchandise costs decreased from
    36.4% of merchandise revenues in fiscal 1995 to 34.6% in fiscal 1996
    primarily as a result of improved buying power and favorable negotiation
    with suppliers. Operating expenses, which consist primarily of labor,
    occupancy and other direct unit operating costs, increased from 44.1% of
    Direct Revenues in fiscal 1995 to 45.2% in fiscal 1996, due primarily to
    opening of Company-owned units in Europe, which generally have higher
    operating costs.
 
        General and administrative expenses increased slightly from $20.1
    million in fiscal 1995 to $20.4 million in fiscal 1996, as the Company
    continued to develop its infrastructure. However, these expenses were offset
    by reduced legal costs and cost savings generated from the sale of a
    Company-owned aircraft to an unaffiliated third party. As a percent of total
    revenues, general and administrative expenses decreased from 7.4% in fiscal
    1995 to 5.5% in fiscal 1996 due to the greater number of Company-owned units
    contributing to total revenues. Depreciation and amortization increased
    23.1% from $22.2 million in fiscal 1995 to $27.3 million in fiscal 1996, due
    primarily to the larger number of units in operation in 1996. Equity in
    income of unconsolidated affiliates increased from $0.8 million in fiscal
    year 1995 to $4.3 million in fiscal year 1996, attributable to various unit
    openings by the Company's minority investments in ECE and PH Asia.
 
        INTEREST INCOME (EXPENSE), NET. Net interest expense decreased 74.4%
    from $11.2 million in fiscal 1995 to $2.9 million in fiscal 1996 as a result
    of repayment of debt with the proceeds from the Company's initial public
    offering.
 
        OTHER. Minority interests decreased from $3.7 million in fiscal 1995 to
    $1.0 million in fiscal 1996, due to the acquisition by the Company of all
    minority interests during fiscal 1996. In fiscal 1995, the Company realized
    a $0.6 million gain on the sale of a portion of its interest in the entity
    that owns the Washington, D.C. PLANET HOLLYWOOD unit.
 
        PROVISION FOR INCOME TAXES. The provision for income taxes was $27.6
    million for fiscal year 1996. In fiscal 1995, the Company recorded a
    provision for income taxes of $0.9 million.
 
        The Company incurred an extraordinary charge during fiscal 1996 of $10.4
    million, net of $5.9 million in taxes, as a result of the early retirement
    of long-term notes payable.
 
                                       35
<PAGE>
        LIQUIDITY AND CAPITAL RESOURCES
 
        The following table presents a summary of the Company's cash flows for
    fiscal 1995, 1996 and 1997 (dollars in thousands):
 
<TABLE>
<CAPTION>
                                                                           FISCAL
                                                              --------------------------------
                                                                1995       1996        1997
                                                              ---------  ---------  ----------
<S>                                                           <C>        <C>        <C>
Net cash provided by operating activities...................  $  33,370  $  48,830  $   35,766
Net cash used in investing activities.......................    (75,599)   (73,870)   (156,445)
Net cash provided by financing activities...................     52,128     59,948      81,153
Net effect of exchange rates on cash........................         --         --      (1,216)
Net increase (decrease) in cash and cash equivalents........  $   9,899  $  34,908  ($  40,742)
</TABLE>
 
        In its operations, the Company does not have significant receivables and
    receives trade credit based upon negotiated terms in purchasing food
    products and other supplies. The Company does have accounts receivable
    arising out of franchise fees and royalties which will vary depending on the
    number of franchises in operation and the number of franchises granted in a
    given year. The Company's business has not required significant working
    capital to meet its operating requirements. The Company requires capital
    primarily for the development and operation of Company-owned units and has
    historically financed these activities from development loans and capital
    contributions by its stockholders, cash generated from operations and fees
    received in connection with the sale of franchises. In addition, in August
    1995 the Company received net proceeds of $57.2 million from the private
    placement of $60.0 million principal amount of senior subordinated notes and
    common stock purchase warrants. In April 1996, the Company received proceeds
    of $196.6 million from the initial public offering of its common stock,
    which were used in part to retire the senior subordinated notes. In fiscal
    1997, the Company utilized borrowings against its credit facility and funds
    received from a private sale of its common stock to help finance development
    activity.
 
        Net cash provided by financing activities in fiscal 1995, 1996 and 1997
    was $52.1 million, $59.9 million and $81.2 million, respectively. In fiscal
    1995, the primary sources of financing were the sale of the senior
    subordinated notes and warrants and development loans from stockholders. In
    fiscal 1996, the primary source of financing was the initial public offering
    of the Company's common stock. In fiscal 1997, the primary sources of
    financing were borrowings on the Company's credit facility and proceeds from
    a private sale of its common stock.
 
        Net cash provided by operating activities in fiscal 1995, 1996 and 1997
    was $33.4 million, $48.8 million and $35.8 million, respectively. The
    increase in cash provided by operating activities from fiscal 1995 to fiscal
    1996 was primarily due to the increased profitability of the Company. The
    decrease in cash provided by operating activities from fiscal 1996 to fiscal
    1997 was due primarily to the utilization of cash in fiscal 1997 for
    inventory and operating expenses. Expenditures for pre-opening expenses,
    which are capitalized and amortized over a 12-month period following the
    opening of a unit, were $15.5 million, $13.9 million and $18.8 million for
    fiscal 1995, 1996 and 1997, respectively, and averaged $1.3 million per unit
    during the three-year period.
 
        Net cash used in investing activities in fiscal 1995, 1996 and 1997 was
    $75.6 million, $73.9 million and $156.4 million, respectively. The increase
    in net cash used in investing activities from fiscal 1996 to fiscal 1997 was
    primarily the result of the increased development and construction of new
    units and the construction of the Company's corporate headquarters. Capital
    expenditures for fiscal 1995, 1996 and 1997 were $80.3 million, $81.7
    million and $124.5 million, respectively.
 
        Of the $196.6 million net proceeds from the initial public offering of
    the Company's common stock in fiscal 1996, the Company used approximately
    $130.8 million to prepay indebtedness consisting
 
                                       36
<PAGE>
    of approximately $70.8 million of notes payable to stockholders and $60.0
    million of senior subordinated notes held by institutional investors. The
    remaining proceeds were used for general corporate purposes, including the
    development and construction of new units.
 
        On March 25, 1998, the Company amended and restated its existing $155.0
    million multi-currency, long-term credit agreement (the "Old Credit
    Agreement") with SunTrust Bank, Central Florida, N.A. and a consortium of
    lenders. The Credit Agreement now provides for a $65.0 million revolving
    credit facility and a $35.0 million LIBOR-based leveraged lease facility.
    The Credit Agreement carries an annual facility fee on the total revolving
    credit portion and a commitment fee on the unused amount of the revolving
    credit portion. Interest rates are variable, with either prime or LIBOR
    indexes. At year end, the Company's weighted average borrowing rate under
    the Old Credit Agreement was 6.96%. The revolving credit facility matures on
    March 25, 2000, provided, however, that the Company may extend the maturity
    date to March 25, 2001 if it meets the financial test specified in the
    Credit Agreement. The LIBOR-based leveraged lease facility has a base lease
    term of three years that can be extended up to 21 years. During 1997, the
    Company borrowed an aggregate of $42.0 million under the revolving credit
    facility portion of the Old Credit Agreement. The Credit Agreement also
    provides for the issuance of up to $10.0 million of letters of credit and
    for the availibility of up to $25.0 million for multicurrency advances. At
    year end, the Company had outstanding letters of credit totaling $5.8
    million under the Old Credit Agreement. See "Description of Credit
    Agreement."
 
        Under the terms of the Old Credit Agreement, the Company was required to
    meet certain minimum quarterly net worth, interest coverage and various
    other financial ratios. At December 28, 1997, the Company was in violation
    of one of the financial covenants. In March 1998, the lenders modified the
    covenant and waived the violation retroactively to December 28, 1997.
 
        The Company anticipates total capital expenditures to approximate $200.0
    million in fiscal 1998. Expenditures related to the opening of theme
    restaurants are estimated to be $86.4 million. The Company's new strategic
    ventures are estimated to require $88.3 million, including $30.0 million for
    the PLANET MOVIES BY AMC venture, $41.3 million for the Las Vegas Project,
    $10.0 million for the OFFICIAL ALL STAR HOTEL, $3.0 million for the PLANET
    HOLLYWOOD HOTEL and $4.1 million for COOL PLANET shops. The remaining $25.3
    million is expected to be utilized for restaurant refurbishments, purchases
    of memorabilia and expenditures related to the new corporate headquarters
    and computer system upgrades. Actual capital expenditures in 1998 could
    differ materially from this projection if the number of unit openings
    varies, if any strategic venture is delayed or if the Company accelerates or
    postpones certain other capital expenditures.
 
        The Company expects that cash generated from operations, together with
    proceeds from the sale of the Old Notes in excess of the amount used to
    retire indebtedness and available borrowings under the Credit Agreement,
    will be sufficient to meet its cash requirements for at least the next 18
    months.
 
        NEW ACCOUNTING STANDARDS. In February 1997, the Financial Accounting
    Standards Board (FASB) adopted Statement of Financial Accounting Standards
    (SFAS) no. 128, "Earnings Per Share," which caused the Company to change in
    fiscal 1997 statements the way that it calculates and displays per share
    information. Under the new rules, the Company displays "basic" earnings per
    share, which is net income divided by weighted average shares outstanding
    during the period. Also displayed is "diluted" earnings per share, which
    considers the impact of common stock equivalents. Based on the Company's
    capital structure, its common stock equivalents are employee and director
    stock options and restricted stock. The difference between basic and diluted
    earnings per share is not significant for the Company, nor is the difference
    between per share earnings computed under the new and previous methods.
    Earnings per share presented for prior periods has been restated to the new
    method.
 
        In June 1997, the FASB adopted two standards, SFAS Nos. 130 and 131,
    "Reporting Comprehensive Income" and "Disclosures about Segments of an
    Enterprise and Related Information." Both of
 
                                       37
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    these new standards relate to the display of financial information rather
    than impacting the computation of net income or earnings per share, and both
    will be effective for the Company in fiscal 1998. SFAS 130 requires that
    companies display "comprehensive income," which in addition to the current
    definition of net income, includes certain amounts currently recorded
    directly in equity. For the Company, the only such item is foreign currency
    translation adjustments. The new standard will be adopted by adding a
    column, which will show comprehensive income to the statement of changes in
    stockholders' equity.
 
        SFAS 131 mandates the management approach to identifying business
    segments. Under the management approach, segments are defined as the
    organizational units that have been established for internal performance
    evaluation purposes. For the Company, this will mean segmenting the
    Company's current operations into five segments: Food & Beverage, Retail,
    Consumer Products, Lodging and Gaming, and Theaters and Entertainment.
 
        In April 1998, the Accounting Standards Executive Committee of the
    American Institute of Certified Public Accountants adopted a Statement of
    Position (SOP) entitled "Reporting on the Cost of Start-Up Activities." The
    Company currently capitalizes costs relating to opening of units and
    amortizes such costs over the twelve months following the opening date of
    the unit. The new SOP requires the Company to expense all such preopening
    costs as incurred. The SOP is effective for fiscal 1999 and all costs
    capitalized at the date the SOP is adopted by the Company will be charged to
    income as a cumulative effect of a change in accounting principle.
 
        Restatement of previously issued financial statements is not permitted
    under the SOP. However, had the SOP been adopted at the beginning of fiscal
    1997, income before cumulative effect of the accounting change would have
    been approximately $9.8 million while the cumulative effect of the change in
    accounting would have been approximately ($6.6) million. Total deferred
    pre-opening costs at December 28, 1997 were approximately $8.0 million.
 
        The Company is currently evaluating the timing of the adoption of the
    SOP.
 
        YEAR 2000 COMPLIANCE. The Company has studied the issue of year 2000
    compliance and its potential effects on the Company's operations. Based on
    its assessment, the Company expects to upgrade its critical computer systems
    to make them year 2000 compliant by the end of fiscal 1998 without material
    expenditures. Year 2000 compliance is not expected to have a material
    adverse effect on the Company's operations. See "Risk Factors--Year 2000
    Compliance."
 
        IMPACT OF INFLATION. Inflation as measured by consumer price indices has
    continued at a low level in most of the countries in which the Company
    operates. A portion of the Company's sales comes from its international
    operations (See Note 13 to the Consolidated Financial Statements). Although
    these operations are geographically dispersed, which partially mitigates the
    risks associated with operating in particular countries, the Company is
    subject to the usual risks associated with international operations. These
    risks include local political and economic environments and relations
    between foreign and U.S. governments.
 
        CURRENCY EXCHANGE RISK. The Company's international operations expose it
    to fluctuations in exchange rates when translating foreign currency to U.S.
    dollars for financial reporting purposes. The Company is not able to project
    the effect of future exchange rate fluctuations on its operating results.
    Currency fluctuations did not have a material effect on the Company's
    results in fiscal 1997.
 
                                       38
<PAGE>
                                    BUSINESS
 
GENERAL
 
    The Company is a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes. Since the Company commenced
operations in October 1991, the PLANET HOLLYWOOD name and distinctive logo
design have become among the most widely-recognized trademarks in the world. To
date, the Company has promoted its brands primarily through the operation of
theme restaurants, most notably PLANET HOLLYWOOD and the OFFICIAL ALL STAR CAFE,
that provide a unique dining and entertainment experience in a high-energy
environment and, through their integrated retail stores, offer a broad selection
of merchandise displaying the Company's logos. During fiscal 1997, more than 20
million people visited the Company's 53 Company-owned and 34 franchised
restaurant units located in 29 countries throughout the world. The Company had
revenues of approximately $475.1 million and EBITDA of approximately $120.2
million in fiscal 1997.
 
    An important part of the Company's strategy is to promote its brands through
the active involvement as stockholders of some of the world's most famous movie
stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce Willis, Demi
Moore and Whoopi Goldberg, and sports stars, including Andre Agassi, Wayne
Gretzky, Ken Griffey, Jr., Joe Montana, Shaquille O'Neal, Monica Seles and Tiger
Woods. The Company's celebrity stockholders generate significant media attention
and publicity for the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE brands. The
Company is continuing to expand its roster of celebrity stockholders, with an
emphasis on new, up-and-coming stars, in order to appeal to broader segments of
consumers.
 
    The Company's strategy is to capitalize on its brand recognition across a
wide range of businesses in addition to theme restaurants. Accordingly, the
Company has embarked on several strategic ventures in movie theaters, lodging,
gaming and consumer products. To reflect this diversification of its business,
the Company has recently organized its operations into five divisions, each of
which is described below.
 
FOOD & BEVERAGE DIVISION
 
    The Food & Beverage division is primarily responsible for the development
of, and the food and beverage operations associated with, the Company's theme
restaurants other than those associated with its joint venture projects. The
Company's theme restaurants are characterized by distinctive design features and
are generally located at high profile sites in major tourist markets. Units
generally range in size from approximately 12,000 to 36,000 square feet and in
seating capacity from 230 to 600 persons, and offer high-quality, popular
cuisine, attentive service and an atmosphere of excitement created by combining
unique layouts and decor with custom-designed videos and audio soundtracks.
 
    Each PLANET HOLLYWOOD unit features authentic movie memorabilia, including
props and costumes ranging from movie classics, such as GONE WITH THE WIND, to
the academy award winning film, FORREST GUMP, as well as items from the
celebrity stockholders' movies, such as Arnold Schwarzenegger's cyborg from
TERMINATOR, Sylvester Stallone's boxing shorts from ROCKY, Bruce Willis'
motorcycle from PULP FICTION and Demi Moore's uniform from A FEW GOOD MEN. Each
OFFICIAL ALL STAR CAFE unit resembles the inside of a sports arena or stadium
and displays sports memorabilia such as the contract for Babe Ruth's trade from
the Red Sox to the Yankees, authentic celebrity-owned uniforms and athletic
equipment, the basketball backboard that Shaquille O'Neal shattered while
dunking in his rookie season, Andre Agassi's high school trophies and ponytail
and other items of personal interest from the careers of the sports celebrity
stockholders. Diners are entertained by custom-designed videos, recorded music,
movie trailers, footage of famous moments in sports, movie montages, live music
events and live coverage of patrons displayed on large screens throughout the
units. Certain of the PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units have
separate screening or private rooms for viewing movies and special sporting
events.
 
    The Company will soon launch its third major theme concept, a tribute to the
world of live music. As with the Company's two existing theme concepts, the
Music Concept will have substantial celebrity
 
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<PAGE>
involvement and a distinctive brand name and logo that can be applied to
restaurants, lodging and merchandise. The Music Concept will be promoted
initially through theme restaurants with integrated retail stores. Each of the
Music Concept theme restaurants will feature live performances by a broad range
of musical artists, either in a connected club facility or in an integrated
stage area within the restaurant itself. The Company's two flagship units are
expected to open in the summer of 1998 in Leicester Square in London and Times
Square in New York City. Each will have approximately 15,000 square feet of
restaurant space seating up to 350 people and an adjacent live music club with
room for approximately 500 people in London and 1,000 people in New York. The
restaurants will feature items of personal interest donated or loaned by the
music industry celebrities who will be associated with the Music Concept. Each
unit will also be configured to allow patrons to view a wide range of music
events and videos from their seating location.
 
RETAIL & MERCHANDISING DIVISION
 
    The Retail & Merchandising division is primarily responsible for the
development of, and sales of products and merchandise through, retail stores
located within the Company's theme restaurants as well as stand-alone retail
stores and other distribution channels, including mass market and specialty
retailers. Management believes the Company will derive significant benefit from
the creation of a separate division that focuses on sales of merchandise.
Merchandise sales yield higher operating margins than do food and beverage sales
and provide additional off-site promotion for the Company's brands.
 
    Most of the Company's theme restaurants include an integrated merchandise
store that offers premium-quality fashion merchandise, such as jackets,
T-shirts, sweatshirts and hats, as well as watches, pins, key chains, glasses,
stuffed animals and other souvenir items. The OFFICIAL ALL STAR CAFE units also
offer athletic apparel for various sports, such as tennis, basketball and
baseball, as well as duffle and equipment bags, all of which incorporates an
OFFICIAL ALL STAR CAFE "team" theme. Music Concept units will also offer fashion
and souvenir merchandise that incorporate the Music Concept theme. All
merchandise prominently displays the colorful and distinctive trademark and logo
design and typically the name of the city in which the unit is located, which
enhances the collectible nature of the items. Each unit's product mix varies to
meet the demand of the particular tourist market in which the unit is located.
In cooperation with some of its celebrity stockholders, the Company has also
developed a line of "celebrity series" merchandise. Items in this line feature
artwork and designs created by a celebrity and a portion of the proceeds from
sales of these items is directed to a charity designated by the celebrity.
 
    The Company also operates stand-alone retail "SuperStores." Each SuperStore
offers a broader variety of clothing and other merchandise than is offered in
the Company's integrated retail stores. Items offered include clothing for
children, such as baby sleepers and bibs, clothing for adults, such as polo
shirts, hats and jackets, and housewares, such as glassware and plastic
tumblers. All merchandise bears one of the Company's distinct brand names or
logos. The SuperStores also offer "celebrity series" merchandise and
periodically feature lines of "Movie Studio" merchandise devoted to the latest
film releases.
 
    The Company continually updates and refreshes its merchandise mix to
reinforce the appeal and collectibility of its branded merchandise. For example,
the Company has begun to introduce special seasonal product lines two times per
year, as a complement to the base merchandise business. The seasonal product
lines will reflect current color and style trends, such as brightly-colored,
fitted ladies T-shirts for spring and fleece outerwear for fall. Although new
items are being added, it is the Company's long-range goal to reduce its total
SKUs by 25% and it has implemented an "open-to-buy" inventory management system
that as of March 1, 1998 had already reduced domestic inventory levels by
approximately 7% since the end of fiscal 1997.
 
THEATERS & ENTERTAINMENT DIVISION
 
    The Theaters & Entertainment division is primarily responsible for the
development and oversight of the Company's joint venture with AMC and for the
creation and development of other entertainment ventures.
 
                                       40
<PAGE>
    The Company and AMC, through a 50/50 joint venture, will develop, own and
operate a series of multi-screen, movie theater megaplexes under the brand name
PLANET MOVIES BY AMC. Each megaplex facility will feature as many as 30 screens
and a dramatically designed entertainment center that will include restaurants,
including in certain facilities a PLANET HOLLYWOOD unit and/or an OFFICIAL ALL
STAR CAFE unit, as well as various refreshment and merchandise kiosks. The first
PLANET MOVIES BY AMC megaplex, which is projected to open in the first half of
1999 near Columbus, Ohio, will occupy an approximately 150,000 square foot
facility consisting of 30 screens with total seating capacity for 6,100 persons,
an approximately 9,500 square foot PLANET HOLLYWOOD restaurant and a similar
size OFFICIAL ALL STAR CAFE restaurant, each with its own integrated merchandise
store, and various refreshment kiosks.
 
    Although the Company anticipates that the joint venture will develop and
operate additional units beyond the facility under construction in Columbus, no
minimum number of units has been agreed upon and the development of additional
sites will require the approval of both partners. The Company expects that the
build-out of the Columbus site will be financed out of the $9.0 million capital
contribution that each partner is required to make to the joint venture and that
additional sites will be financed through borrowings by the joint venture. In
connection with the contribution of certain other sites by AMC to the joint
venture, the Company has agreed to contribute an additional $1.0 million plus
certain direct costs associated with such sites. To the extent that the joint
venture is unable to obtain sufficient financing or financing on commercially
reasonable terms, the Company expects that it and AMC will make additional
capital contributions. The Company expects to use a portion of the proceeds of
the sale of the Notes to make additional capital contributions to the joint
venture when needed.
 
    The joint venture is structured so that each partner, for accounting
purposes, will be able to consolidate the revenues and profits of approximately
half of the units that are developed, including, in the case of the Company, the
first unit in Columbus, Ohio, which will be leased and operated by an entity
controlled by the Company. The Company has guaranteed the lease obligations of
such entity.
 
    The joint venture has a term of 100 years. Except for transfers to
affiliates and involuntary transfers, transfers of interests in the joint
venture are subject to rights of first negotiation and rights of first refusal.
Distributions from the joint venture to its partners will require the approval
of both partners and are not anticipated in the near future. In addition, to the
extent that the joint venture obtains financing for the build-out of its units,
such indebtedness may limit or prohibit the payment of dividends or
distributions to the Company and AMC. See "Risk Factors--Participation in Joint
Ventures."
 
LODGING & GAMING DIVISION
 
    The Lodging & Gaming division is primarily responsible for the Company's
participation in the Las Vegas Project, the OFFICIAL ALL STAR HOTEL and the
PLANET HOLLYWOOD HOTEL and similar ventures that may be pursued in the future.
 
    LAS VEGAS PROJECT.  The Company and a subsidiary of Aladdin intend to form a
50/50 joint venture to construct, own and operate the Las Vegas Project on a
35-acre complex on the site of the existing Aladdin hotel and casino at the
center of the Strip in Las Vegas, Nevada. The Las Vegas Project, which will be
an extension of the Company's soon-to-be-launched Music Concept brand and is
targeted for completion in 2000, is expected to include a 1,000-room hotel, a
50,000 square foot casino containing approximately 1,500 slot machines and 50
gaming tables, a Music Concept-themed restaurant with a merchandise store and
live performance club facility accommodating 1,000 people, as well as additional
restaurants, an outdoor swimming pool and other amenities. The joint venture
also is expected to acquire from Aladdin for nominal consideration a long-term
lease of the existing 7,000-seat Theater of the Performing Arts (located in the
center of the complex), which will be renovated into a state-of-the-art concert
venue. The existing Aladdin hotel was razed in April 1998 and will be replaced
by a new 2,600-room hotel and casino to be owned and operated by a subsidiary of
Aladdin. The new Aladdin hotel and casino will be linked to the Las Vegas
Project and the Theater of the Performing Arts by an entertainment and shopping
mall, to be named the Desert Passage, that will include approximately 462,000
square feet of retail space.
 
                                       41
<PAGE>
    Definitive agreements relating to the Las Vegas Project have not yet been
completed, although the Company and Aladdin are presently operating under a
letter of intent. The Company anticipates that the joint venture will operate
substantially as described below. However, the terms discussed herein are
subject to further negotiation and may be modified prior to the execution of
definitive documentation.
 
    The total cost of the Las Vegas Project is estimated to be approximately
$250.0 million. The Company and Aladdin each expect to contribute approximately
$41.3 million to the Las Vegas Project, with the Company's contribution in cash
and Aladdin's contribution in cash and property. The Company will use a portion
of the proceeds of the sale of the Notes to finance its capital contributions.
The joint venture is expected to obtain a $120.0 million credit facility for the
construction of the Las Vegas Project and up to an additional $50.0 million in
debt financing for equipment and operations. In connection with the $120.0
million credit facility, Aladdin, a trust for the benefit of certain members of
the family of the chairman of Aladdin (the "Trust") and the Company are expected
to provide a keep-well agreement (the "Keep-Well Agreement") to provide
additional cash to the Las Vegas Project after its opening to the extent
necessary to comply with the financial covenant requirements under the credit
facility. The Company's obligation under the Keep-Well Agreement for a
particular period, after reimbursement by Aladdin and the Trust, will be limited
to the amount by which the Las Vegas Project's merchandise revenues fall below
certain designated targets. The Keep-Well Agreement will terminate if the Las
Vegas Project (without the benefit of any such contributions) complies with all
financial covenant requirements for six consecutive quarterly periods following
the completion date.
 
    In addition to its participation in the Las Vegas Project's profits through
its 50% interest in the joint venture, the Company will receive licensing fees
for the use of the Music Concept name and logo and consulting fees for the
provision of certain services. The Company is expected to enter into a long-term
agreement to provide promotional services to the Las Vegas Project and to
arrange for performers to appear at the Theater for the Performing Arts and the
live performance music club associated with the Music Concept-themed restaurant.
 
    OFFICIAL ALL STAR HOTEL.  A joint venture among the Company, Vornado Realty
Trust and an affiliate of Mr. Ong (a director and principal stockholder of the
Company) acquired the Hotel Pennsylvania in New York City in September 1997. The
1,700-room hotel, which is the fourth largest in New York City, is located
directly opposite the entrance to Madison Square Garden, one of the most
well-known sports arenas in the world. While continuing its normal operations,
the hotel is being renovated and remodeled into a unique sports-themed facility
that will be renamed the OFFICIAL ALL STAR HOTEL. Renovation is expected to be
substantially completed by the end of 1999. The renovated guest rooms and common
areas will feature theming that celebrates the world of sports, including
memorabilia from the Company's sports celebrity stockholders and other prominent
athletes and sports legends. In addition to its guest rooms, restaurants and
banquet and conference facilities, the renovated hotel will also contain
approximately 400,000 square feet of rentable retail space. The Company has
contributed $9.6 million to the joint venture for its 20% equity interest and is
obligated to contribute up to an additional $10.4 million for capital
expenditures in connection with the renovation of the hotel. The Company will
use a portion of the proceeds of the sale of the Notes for this contribution.
 
    The joint venture has a term of 99 years. Except for transfers to
affiliates, transfers of interests in the joint venture are subject to certain
rights of first offer, first refusal and co-sale. Distributions of profits are
to be made pro rata among the partners based on their respective ownership
interests in the joint venture. It is expected that income derived from the
joint venture's activities associated with its retail, office and parking
rentals will be distributed to the joint venture partners on a current basis,
while distributions of income derived from the hotel itself will be
discretionary. In addition to participation in the hotel's profits through its
20% equity interest in the joint venture, the Company will also receive royalty
payments from the joint venture under a ten-year license (renewable by the joint
venture for two additional five-year periods) of the OFFICIAL ALL STAR name and
logo and certain other intellectual property rights.
 
    The joint venture has entered into a $120.0 million loan agreement with
Salomon Brothers Realty Corp. and LaSalle National Bank in order to finance the
acquisition of the hotel. In connection with this
 
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<PAGE>
loan, the joint venture granted the lenders a security interest in certain
assets of the joint venture, an assignment of its interests in rents and leases
relating to the hotel and a mortgage on certain real property. In addition, if
the joint venture does not deposit $45.0 million dollars into a reserve account
by September 24, 1999, each of the partners will contribute a portion of any
shortfall based on its ownership interest in the joint venture. In March 1998,
Ong Beng Seng's affiliate announced that it had entered into an agreement to
sell its interest in the OFFICIAL ALL STAR HOTEL to Vornado Realty Trust for a
profit, which transaction is anticipated to close in Spring 1998.
 
    PLANET HOLLYWOOD HOTEL.  The Company and several prominent real estate
developers, through a joint venture, plan to construct and own a 50-story,
560-room, movie-themed hotel at the intersection of Broadway and 47th Street in
New York City's Times Square redevelopment area. The new PLANET HOLLYWOOD HOTEL
will be characterized by striking, modern decor and will include motion picture
memorabilia from the Company's collection. Upon its completion--presently
anticipated for late 1999, in time for the millennial New Year's Eve
celebration--the hotel will also become the site for a new Company-owned PLANET
HOLLYWOOD flagship restaurant with seating for more than 400 patrons that will
replace the Company's existing restaurant on West 57th Street in New York City.
As part of the operations of the PLANET HOLLYWOOD restaurant, the Company has
the exclusive right to provide all food and beverage services to the hotel
(excluding mini-bar operations, in-room guest amenities and self-serve coffee),
and will provide and prepare the food for room service, serve breakfast to the
hotel's guests in its restaurant and provide bar service in the hotel's lobby
area.
 
    In addition to its participation in the hotel's profits through its 20%
equity interest in the joint venture, the Company will receive royalties from
the joint venture under a ten-year license (renewable by the joint venture for
two additional five-year periods) for the hotel's use of the PLANET HOLLYWOOD
name and logo. The joint venture may terminate the license under certain
circumstances in which it would be required to rename the hotel.
 
    The Company is required to make a $7.0 million capital contribution (of
which $5.0 million has been paid) for its 20% interest in the joint venture. In
addition, the Company has entered into a synthetic lease of a condominium unit
that will constitute the site of the new flagship PLANET HOLLYWOOD restaurant.
If the joint venture fails to make certain required payments to the lenders
under the joint venture's credit facility, the Company may increase its interest
in the joint venture by making such payments.
 
    The term of the joint venture is until December 31, 2050. The Company and
its joint venture partners have granted each other rights of first refusal with
respect to transfers of the restaurant and hotel units, respectively. If, within
five years after the opening of the hotel, the hotel is sold to a third party
and such third party terminates the license agreement with the Company, the
Company has the right to require the joint venture to reacquire its membership
interest at fair market value and to pay $1.0 million to the Company.
 
    The joint venture has entered into agreements with Nomura Asset Capital
Corporation for loans up to a maximum principal amount of $85.0 million to
finance the construction of the hotel. In connection with these loans, the joint
venture granted the lender a security interest in substantially all the assets
of the joint venture and an assignment of its interests in rents, leases and
other agreements relating to the hotel.
 
CONSUMER PRODUCTS DIVISION
 
    The Consumer Products division is primarily responsible for the licensing of
the Company's brands in connection with selected consumer products, such as ice
cream, toys and games.
 
    COOL PLANET ICE CREAM.  The Company has formed a strategic alliance with
Dreyer's Grand Ice Cream, Inc., a leading manufacturer of ice cream and frozen
desserts. Under a license from the Company, Dreyer's will produce and distribute
through supermarkets and other retail food outlets a new line of premium-plus
ice cream under the name COOL PLANET. In addition, the Company plans to develop
and open its own COOL PLANET ice cream and dessert shops that will feature COOL
PLANET ice cream products. The shops generally will range in size from 800 to
1,400 square feet, will have counter service and a small table seating area, and
 
                                       43
<PAGE>
will feature unique decor derived from the PLANET HOLLYWOOD theme concept. COOL
PLANET ice cream also will be added to the menu in all of the Company's theme
restaurants and is anticipated to be sold in PLANET MOVIES BY AMC megaplexes.
COOL PLANET ice cream products are expected to become available to consumers in
1998 and the Company anticipates opening COOL PLANET shops, primarily in
California and Florida, by the end of 1998. Whoopi Goldberg, one of the
Company's principal celebrity stockholders, will become the spokesperson for
COOL PLANET products and COOL PLANET shops.
 
    The Company has granted Dreyer's and its wholly owned subsidiary, Edy's
Grand Ice Cream, subject to certain exceptions, an exclusive 30-year license to
use the COOL PLANET trademarks and designs in connection with manufacturing,
distributing, promoting and selling ice cream and similar frozen products. The
Company and Dreyer's have agreed to co-develop at least five ice cream flavors
for sale under the COOL PLANET brand. Dreyer's ice cream will pay quarterly
royalties to the Company based on its net sales of COOL PLANET ice cream to
customers other than the Company's existing and future theme restaurants and
COOL PLANET shops. Either party may terminate the license if net sales in the
fourth year of the license fall below a specified minimum threshold.
 
    OTHER CONSUMER PRODUCTS.  The Company has entered into licensing
arrangements to create, in conjunction with Hasbro, Inc., the "PLANET
HOLLYWOOD--The Game" board game and, in conjunction with Mattel, Inc., the
PLANET HOLLYWOOD Barbie-Registered Trademark- doll. The Company has also entered
into a licensing arrangement for a PLANET HOLLYWOOD Visa-Registered Trademark-
card and for a PLANET HOLLYWOOD "entertainment minute update" to be broadcast on
radio stations around the United States. The Company is continuing to seek
additional licensing arrangements to promote its brands and capitalize on its
brand recognition.
 
CELEBRITY INVOLVEMENT
 
    A number of motion picture and sports celebrities promote the Company and
allow the Company to use their names, pictures and select memorabilia in
advertising, promoting and operating its units. These celebrities include, in
addition to the founding movie and sports celebrities, such stars as Tom Arnold,
Cindy Crawford, Danny Glover, Melanie Griffith, Don Johnson, Luke Perry, Steven
Seagal, Charlie Sheen, Wesley Snipes, Jean-Claude Van Damme and Tiger Woods. The
Music Concept is also expected to have substantial celebrity involvement from
leading recording artists.
 
    Each celebrity generally grants the Company the right to use his or her
name, approved likeness, approved biography and selected career memorabilia in
connection with the promotion, advertising and operation of the Company's units.
The Company must obtain prior consent with respect to any use of a celebrity's
name or likeness in connection with sales of merchandise. In addition, each
celebrity generally assists or participates in various promotional activities,
including attending the grand openings of new units, screening new movies at the
units and making periodic appearances at parties and other special events at the
units. The Company generally issues to these celebrities shares or options to
acquire shares of its Common Stock. Resale of the shares is restricted for
varying periods of years and the options are subject to forfeiture in certain
circumstances.
 
    The Company is continuing to expand its roster of celebrity stockholders,
with an emphasis on new, up-and-coming stars, in order to further expand its
appeal to broader segments of consumers. The Company anticipates that it will be
able to continue to attract new celebrities to enter into promotional agreements
with the Company similar to those currently in effect, including provision for
the issuance to those celebrities of shares or options to acquire shares of its
Common Stock in amounts that, in the aggregate, are not expected to be material.
There can be no assurance, however, of the extent to which major motion picture,
sports, music or other celebrities will promote the Company or its brands in the
future.
 
ADVERTISING AND PROMOTION
 
    The Company attracts new customers through word-of-mouth, the visibility of
its branded merchandise, radio and print advertising, billboards and the
extensive media coverage typically associated with grand openings of new units
due to the attendance of celebrities. In addition, certain Company-owned
 
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<PAGE>
units employ their own public relations manager. In connection with unit
openings, local public relations firms are retained to generate local interest
and industry magazines and television shows are alerted to the upcoming "photo
opportunities" with celebrities. Motion picture premieres have become occasions
for large-scale, major media events at the Company's units, further enhancing
the awareness and cachet of the brand. The Company issues redeemable vouchers
for food and merchandise purchases to tour operators in an effort to encourage
tourists to include certain of the Company's units on their itineraries. The
Company also hosts fund-raising parties for local charities at its units with
the support of celebrities, including pre-opening staff-training events where
the charity collects the receipts and uses the unit free of charge.
 
FRANCHISING
 
    A significant number of overseas theme-restaurant units have been
franchised. The Company's standard franchise agreement grants the exclusive
right for up to 50 years to operate restaurant and/or merchandise locations, and
sell branded merchandise in a specified market and to use the Company's brands
and trademarks. In addition, some of the franchisees have obtained the exclusive
rights to open up units in specified countries, and the Company has entered into
master franchise arrangements with respect to several larger territories. In
return for the franchise, the Company has been paid initial nonrefundable fees
typically ranging from $1.0 million to $2.0 million upon execution of the
franchise agreements as well as royalties based on a percentage of the total
revenues from the units, usually 5% to 10% of food and beverage revenues and 10%
to 15% of merchandise revenues.
 
    The franchisee assumes responsibility for the development and construction
of the unit, including all costs. The Company provides limited pre-opening
consultation services to the franchisee and has the right to reject sites, plans
and proposals that do not meet its specifications or standards. The franchisee
is obligated to operate the unit in accordance with the Company's operating
manual, which provides strict guidelines for the unit's design, decor and
furnishings, dress style of the staff, food menus and operating procedures. The
arrangements also include specific requirements regarding accounting and records
and the leasing and display of the Company's memorabilia.
 
    The licensed rights for Asia are currently held by Planet Hollywood (Asia)
Pte Ltd. ("PH Asia"), an entity that is 50% owned by each of the Company and
Leisure Ventures Pte Ltd., a Singapore company of which Mr. Ong Beng Seng (a
director of the Company) is the largest stockholder. From time to time, some of
the Company's franchisees have also entered into management agreements with PH
Asia pursuant to which PH Asia has agreed to manage the franchisee's
restaurants.
 
    The Company is party to a master franchise agreement with ECE, a
publicly-traded Mexican company in which the Company is a 20% stockholder. Mr.
Claudio Gonzalez (a director of the Company) is one of ECE's principal
stockholders and the Chairman of its Board of Directors. ECE is currently
operating PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units in Cancun, Buenos
Aires, Los Cabos, Puerto Vallarta, Nassau, Cozumel, Acapulco and Sao Paolo.
Pursuant to the franchise agreement, ECE has paid nonrefundable franchise fees
of $5.0 million for the right to open a total of five PLANET HOLLYWOOD units and
two OFFICIAL ALL STAR CAFE units in Mexico through 2000. In addition, ECE has
the right, upon payment of the customary initial, non-refundable per unit
franchise fees, to open up to eight additional OFFICIAL ALL STAR CAFE units and,
with the Company's approval, up to an additional five PLANET HOLLYWOOD units in
Mexico. ECE has also acquired the rights to open PLANET HOLLYWOOD and OFFICIAL
ALL STAR CAFE units in Rio de Janiero, Brazil and Santiago, Chile. ECE is
obligated to pay continuing royalties to the Company consistent with the
Company's standard franchise arrangements, based on a percentage of the total
revenues from its units. In addition, ECE has recently acquired the rights to
develop PLANET HOLLYWOOD units in Madrid, Spain and three other locations in
Spain.
 
    During fiscal 1997, the Company and an affiliate of HRH Prince Alwaleed Bin
Talal Abdulaziz Al Saud of Saudi Arabia ("Kingdom") entered into a franchise
agreement pursuant to which Kingdom may develop up to 15 PLANET HOLLYWOOD units,
and has a right of first refusal for an additional 19 units, in a total of 23
countries throughout the Middle East and Europe. To date, Kingdom has paid the
Company $9.5 million for seven locations and has the option for an additional
$1.5 million to develop up to two more
 
                                       45
<PAGE>
units in Italy. Additional franchise fees will be payable under the franchise
agreement. Kingdom also purchased approximately 1,087,000 shares of the
Company's common stock directly from the Company for approximately $19.6
million. In addition, in March 1998, Kingdom entered into a joint venture
agreement with the Company for the development and operation of a PLANET
HOLLYWOOD unit in Tokyo, Japan.
 
PROPERTIES
 
    As of December 28, 1997, the Company, together with its franchisees and
licensees, operated 87 theme restaurants located in 29 countries throughout
North America, Europe and Asia, of which 53 are Company-owned. At present, all
Company-owned units are located on leased sites, with lease terms (including
renewal options) generally ranging from 15 to 25 years. Typically, the lease
rental includes a minimum fixed rent and additional rent based on a percentage
of total revenue from the unit. In fiscal 1997, total rental expense represented
approximately 10.0% of Direct Revenues. The following tables provide information
about the Company-owned and franchised units that were operating on December 28,
1997. The Company may franchise or close certain underperforming Company-owned
units, none of which is material to its operations.
 
                              COMPANY-OWNED UNITS
 
PLANET HOLLYWOOD
 
<TABLE>
<CAPTION>
LOCATION                                      YEAR OPENED    LOCATION                                      YEAR OPENED
- ------------------------------------------  ---------------  ------------------------------------------  ---------------
<S>                                         <C>              <C>                                         <C>
New York, New York........................          1991     Helsinki, Finland.........................          1995
Costa Mesa, California....................          1992     San Antonio, Texas........................          1996
London, England...........................          1993     Myrtle Beach, South Carolina..............          1996
Chicago, Illinois.........................          1993     Nashville, Tennessee......................          1996
Washington, D.C...........................          1993     Seattle, Washington.......................          1996
Mall of America, Minnesota................          1993     Disneyland Paris, France..................          1996
Aspen, Colorado...........................          1994     Berlin, Germany...........................          1996
Phoenix, Arizona..........................          1994     Oberhausen, Germany.......................          1996
Miami, Florida............................          1994     Amsterdam, Netherlands....................          1996
Maui, Hawaii..............................          1994     Gatwick Airport, England..................          1996
Lake Tahoe, Nevada........................          1994     Vancouver, Canada.........................          1996
Las Vegas, Nevada.........................          1994     Toronto, Canada...........................          1997
Dallas, Texas.............................          1994     Cannes, France............................          1997
Reno, Nevada..............................          1994     Prague, Czech Republic....................          1997
Orlando, Florida..........................          1994     Key West, Florida.........................          1997
San Diego, California.....................          1995     Indianapolis, Indiana.....................          1997
Atlantic City, New Jersey.................          1995     Edmonton, Canada..........................          1997
New Orleans, Louisiana....................          1995     Gurnee Mills, Illinois....................          1997
Honolulu, Hawaii..........................          1995     Houston, Texas............................          1997
Atlanta, Georgia..........................          1995     Ft. Lauderdale, Florida...................          1997
San Francisco, California.................          1995     Munich, Germany...........................          1997
Paris, France.............................          1995     St. Louis, Missouri.......................          1997
Beverly Hills, California.................          1995     Dublin, Ireland...........................          1997
</TABLE>
 
                                       46
<PAGE>
OFFICIAL ALL STAR CAFE
 
<TABLE>
<CAPTION>
LOCATION                                      YEAR OPENED    LOCATION                                      YEAR OPENED
- ------------------------------------------  ---------------  ------------------------------------------  ---------------
<S>                                         <C>              <C>                                         <C>
New York, New York........................          1995     Myrtle Beach, South Carolina..............          1997
Orlando, Florida(a).......................          1996     Miami, Florida............................          1997
Las Vegas, Nevada.........................          1996     Atlanta, Georgia..........................          1997
Atlantic City, New Jersey.................          1997
</TABLE>
 
                                FRANCHISED UNITS
 
PLANET HOLLYWOOD
 
<TABLE>
<CAPTION>
LOCATION                                      YEAR OPENED    LOCATION                                      YEAR OPENED
- ------------------------------------------  ---------------  ------------------------------------------  ---------------
<S>                                         <C>              <C>                                         <C>
Cancun, Mexico(b).........................          1992     Zurich, Switzerland.......................          1996
Hong Kong(c)..............................          1994     Hamburg, Germany(a).......................          1996
Jakarta, Indonesia(c).....................          1994     Tel Aviv, Israel(d).......................          1996
Barcelona, Spain..........................          1995     Singapore.................................          1997
Sydney, Australia.........................          1996     Guam......................................          1997
Buenos Aires,                                       1996     Johannesburg, South                                 1997
  Argentina(a)(b).........................                   Africa(a).................................
Los Cabos, Mexico(b)......................          1996     Melbourne, Australia......................          1997
Puerto Vallarta,                                    1996     Manila, Philippines(a)....................          1997
  Mexico(b)...............................
Nassau, Bahamas(b)........................          1996     Rome, Italy...............................          1997
Cozumel, Mexico(b)........................          1996     Kuala Lumpur, Malaysia(a).................          1997
Acapulco, Mexico(b).......................          1996     Gold Coast, Australia(a)..................          1997
Moscow, Russia............................          1996     Madrid, Spain(a)..........................          1997
Bangkok, Thailand.........................          1996     Sao Paolo, Brazil(a)(b)...................          1997
Cape Town, South Africa...................          1996     Taipei, Taiwan(a).........................          1997
Beirut, Lebanon(a)........................          1996     Niagara Falls, Canada(a)..................          1997
Dubai, United Arab                                  1996     Brussels, Belgium(a)......................          1997
  Emirates(a).............................
</TABLE>
 
OFFICIAL ALL STAR CAFE
 
<TABLE>
<CAPTION>
LOCATION                                      YEAR OPENED
- ------------------------------------------  ---------------
<S>                                         <C>              <C>                                         <C>
Cancun, Mexico(b).........................          1996
Melbourne, Australia......................          1996
</TABLE>
 
- ------------------------
 
(a) A stand-alone retail store is presently operating at this location and the
    Company expects to open a restaurant-merchandise store on the site within
    twelve months.
 
(b) The PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE units in Cancun, Buenos
    Aires, Los Cabos, Puerto Vallarta, Nassau, Cozumel, Acapulco and Sao Paolo
    are owned by ECE. See "Franchising."
 
(c) The Hong Kong and Jakarta units operate under both a single master franchise
    agreement and site franchise agreements that provide for royalty payments to
    PH Asia, of which the Company owns a 50% interest, as the assignee of the
    Company. PH Asia owns a 64% equity interest in the entity that operates the
    Hong Kong unit and 20% equity interest in the entity that operates the
    Jakarta unit.
 
(d) The Company is leasing the assets at this location to a third party that
    operates the facility.
 
                                       47
<PAGE>
    The Company has entered into certain lease agreements with the Walt Disney
Co. or its affiliates, for various PLANET HOLLYWOOD and OFFICIAL ALL STAR CAFE
restaurants and merchandise stores. Each of the respective leases contain
certain unique provisions which are consistent with the standard terms imposed
by the Walt Disney Co. One such provision requires the consent of the landlord
prior to certain transfers of a controlling interest in the Company, the tenant
or its subsidiaries, which may include transfers of 50% or more of the shares of
any such entity, the transfer of a controlling interest in any such entity by
the Company or Robert Earl, or the termination of Mr. Earl's active management
of any such entity. In addition, the landlord has a right of first refusal to
match certain offers to acquire more than 10% of the stock of the Company, the
tenant or its affiliates. Similarly, the landlord has a right of first refusal
to match any offer to locate a restaurant within or adjacent to any theme park
that is not owned or licensed by the landlord or its affiliates. Another
provision grants the landlord an option to terminate the lease for any reason
upon 60 days notice and acquire the improvements on the premises at fair market
value, as defined by the particular lease agreement.
 
INTELLECTUAL PROPERTY
 
    The Company, either directly or through other companies with whom it has
exclusive license agreements, has registered the PLANET HOLLYWOOD and OFFICIAL
ALL STAR CAFE names and associated designs and logos, and has applied for the
registration of the PLANET MOVIES, COOL PLANET and Music Concept brand names and
associated designs and logos, as trademarks, trade names and service marks with
the United States Patent and Trademark Office. The Company also has registered
or has applied for registrations in corresponding offices in all other countries
in which its units are located and, wherever legally permissible, has filed
applications to register its trademarks, designs, trade names and service marks
in foreign countries where it has an expectation of opening units in future
years. There can be no assurance that such registrations and other steps will
prove effective in protecting the proprietorship of the Company's brands. The
Company regards its trademarks, designs, trade names, service marks and trade
dress as having significant value and as material to its business.
 
    The Company licenses its brands and trademarks to its franchisees and joint
ventures. A typical license agreement grants the licensee the right to use on a
non-exclusive basis and to sublicense certain intellectual property rights of
the Company, including the Company's brand names, logos, trademarks and service
marks. These intellectual property rights may be used only in connection with
the operation and promotion of a unit and the sale of branded merchandise at a
specified unit.
 
    The Company has entered into a master license agreement with PH Asia
entitling PH Asia to use and sublicense the PLANET HOLLYWOOD name in connection
with developing, franchising and operating PLANET HOLLYWOOD units throughout
most of Asia and in certain Middle East countries. The Company receives no
royalties from PH Asia under this agreement but through its 50% equity interest
in PH Asia is entitled to 50% of the distributable profits realized by PH Asia.
 
    Sales of counterfeit merchandise bearing the Company's trademarks have
occurred from time to time. The Company has attempted, and will continue to
attempt, to control the sale of counterfeit merchandise by instituting legal
proceedings against manufacturers or distributors of counterfeit merchandise.
Management believes that sales of such counterfeit merchandise have not had
material adverse effect on the Company's merchandise sales.
 
COMPETITION
 
    The restaurant and retail merchandising industries are affected by changes
in consumer tastes and by international, national, regional and local economic
conditions and demographic trends. Discretionary spending priorities, traffic
patterns, tourist travel, weather conditions, employee availability and the
type, number and location of competing restaurants, among other factors, also
directly affect the performance of the Company's units. Changes in any of these
factors in the markets where the Company currently
 
                                       48
<PAGE>
operates units could adversely affect the Company's results of operations.
Moreover, the theme restaurant industry is relatively young, is particularly
dependent on tourism and has seen the emergence of a number of new competitors.
 
    The restaurant and retail merchandising industries are highly competitive
based on the type, quality and selection of the food or merchandise offered,
price, service, location and other factors. Many well-established companies with
greater financial, marketing and other resources and longer operating histories
than the Company compete with the Company in many markets. In addition, some
competitors have design and operating concepts similar to those of the Company.
There can be no assurance that the Company will be able to respond to various
competitive factors affecting the restaurant and retail industries.
 
    Competition in the hotel industry is vigorous and is generally based on
quality of service, attractiveness of facilities and locations, price and other
factors. Competition in the gaming industry, and in particular in Las Vegas, is
intense and is generally based on the quality of the facilities and services and
the entertainment offered at such facilities. The Company believes its
properties are distinguishable from those of its competitors by their
theme-orientations and celebrity involvement. However, many well-established
lodging and gaming companies with greater financial, marketing and other
resources and longer histories than the Company will compete with the Company in
the markets where the Company will open its facilities.
 
    The motion picture exhibition industry is affected by a number of factors,
including the availability of desirable motion pictures and their performance in
the exhibitors' markets. Poor performance of, or disruption in the production of
or access to, motion pictures, whether produced by the major studios or
independent producers, could adversely affect the performance of the PLANET
MOVIES BY AMC joint venture. In addition, were the joint venture to experience
poor relationships with one or more major motion picture distributors, its
business could be adversely affected. The joint venture will be subject to
varying degrees of competition with respect to licensing films, attracting
patrons, obtaining new theater sites and acquiring theater circuits. In
addition, the joint venture's theaters face competition from a number of motion
picture exhibition delivery systems, such as pay television, pay-per-view and
home video systems, and from other forms of entertainment that compete for the
public's leisure time and disposable income.
 
EMPLOYEES
 
    As of December 28, 1997, the Company employed approximately 9,100 persons,
300 of whom were corporate management and administrative employees, 1,100 were
restaurant and merchandise management personnel, and 7,700 were employed in
non-management restaurant and merchandising operations. The Company's employees
are not covered by a collective bargaining agreement, and the Company has never
experienced an organized work stoppage, strike or labor dispute. The Company
considers relations with its employees to be satisfactory.
 
GOVERNMENTAL REGULATION
 
    ALCOHOLIC BEVERAGE REGULATION.  The Company's units are subject to licensing
and regulation by a number of governmental authorities. The Company is required
to operate its units in strict compliance with federal licensing requirements
imposed by the Bureau of Alcohol, Tobacco and Firearms of the United States
Department of Treasury, as well as the licensing requirements of the states and
municipalities where its units are located. Alcoholic beverage control
regulations require each of the Company's units to apply to a state authority
and, in certain locations, county and municipal authorities for a license and
permit to sell alcoholic beverages on the premises. Typically, licenses must be
renewed annually and may be revoked or suspended for cause at any time.
Alcoholic beverage control regulations relate to numerous aspects of the daily
operations of the units, including minimum age of patrons and employees, hours
of operation, advertising, wholesale purchasing, inventory control and handling,
storage and dispensing of
 
                                       49
<PAGE>
alcoholic beverages. The Company has obtained all regulatory permits and
licenses necessary to operate its units that are currently open, and intends to
do the same for all future units. Failure on the part of the Company to comply
with federal, state or local regulations could cause the Company's licenses to
be revoked and force it to terminate the sale of alcoholic beverages at its
units. To reduce this risk, each Company unit is operated in accordance with
procedures intended to ensure compliance with applicable laws and regulations.
The failure to receive or retain, or any delay in obtaining, a liquor license in
a particular location could adversely affect the Company's ability to obtain
such a license elsewhere.
 
    The Company is subject to "dram-shop" laws in several of the states in which
it has units. These laws generally provide a person injured by an intoxicated
person the right to recover damages from an establishment that wrongfully served
alcoholic beverages to such person. While the Company carries liquor liability
coverage as part of its existing comprehensive general liability insurance,
there can be no assurance that it will not be subject to a judgment in excess of
such insurance coverage or that it will be able to obtain or continue to
maintain such insurance coverage at reasonable costs or at all. The imposition
of a judgment substantially in excess of the Company's insurance coverage, or
the failure or inability of the Company to obtain and maintain insurance
coverage, could materially and adversely affect the Company.
 
    NEVADA GAMING REGULATION.  The ownership and operation of casino gaming
facilities in Nevada are subject to: (i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the "Nevada Act"); and (ii)
various local regulations. The gaming operations of the gaming facilities that
will form a part of the Las Vegas Project are subject to the licensing and
regulatory control of the Nevada Commission, the Nevada State Gaming Control
Board (the "Nevada Board") and the Clark County Liquor and Gaming Licensing
Board (the "Clark County Board"). The Nevada Commission, the Nevada Board, and
the Clark County Board are collectively referred to as the "Nevada Gaming
Authorities."
 
    The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Changes in such laws, regulations and
procedures could have an adverse effect on the Company's proposed gaming
operations.
 
    The Company will be required to apply for and obtain Gaming Licenses in
connection with its ownership interest (through a subsidiary) in the Las Vegas
Project. The Las Vegas Project will be required to obtain Gaming Licenses in
order to conduct casino gaming operations. The Las Vegas Project will be a
limited liability company licensee (a "Company Licensee") upon the receipt of
all required Gaming Licenses. The Gaming Licenses that will be held by the Las
Vegas Project will require the payment of fees and taxes and will not be
transferable. The Company will also be required to be registered with the Nevada
Commission as a publicly traded corporation (a "Registered Corporation") and to
be found suitable to own the stock of its subsidiary that will have an ownership
interest in the Las Vegas Project (the "Gaming Subsidiary") which will be
required to be licensed as a member of the Joint Venture. The following
regulatory requirements will be applicable to the Company, the Gaming Subsidiary
and the Las Vegas Project upon their receipt of all necessary Gaming Licenses
from the Nevada Gaming Authorities. The Company, the Gaming Subsidiary and the
Las Vegas Project have not yet applied for or obtained from the Nevada Gaming
Authorities the Gaming Licenses required in order for the Las Vegas Project to
conduct gaming operations and there can be no assurances that such Gaming
Licenses will be obtained, or that they will be obtained on a timely basis.
There can also be no assurances that the officers, directors and key employees
of the Company and the Gaming Subsidiary will obtain Gaming Licenses from the
Nevada Gaming Authorities.
 
                                       50
<PAGE>
    As a Registered Corporation, the Company will be required to periodically
submit detailed financial information and operating reports to the Nevada
Commission and furnish any other information that the Nevada Commission may
require. No person may become a member of, or receive any percentage of profits
from a Company Licensee without first obtaining Gaming Licenses from the Nevada
Gaming Authorities.
 
    The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, the Gaming
Subsidiary or the Las Vegas Project in order to determine whether such
individual is suitable or should be licensed as a business associate of a gaming
licensee. Officers, directors and certain key employees of the Company and the
Gaming Subsidiary must file applications with the Nevada Gaming Authorities and
may be required to be licensed or found suitable by the Nevada Gaming
Authorities. The Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable. A finding of suitability is comparable
to licensing and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant must pay all
costs of the investigations. Changes in licensed positions must be reported to
the Nevada Gaming Authorities and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate position. If
the Nevada Gaming Authorities were to find an officer, director or key employee
unsuitable for licensing or unsuitable to continue having a relationship with
the Company or the Gaming Subsidiary, the Company or the Gaming Subsidiary would
have to sever all relationships with such person. Determinations of suitability
or of questions pertaining to licensing are not subject to judicial review in
Nevada.
 
    The Las Vegas Project will be required to submit detailed financial and
operating reports to the Nevada Commission and furnish any other information the
Nevada Commission may require. If the Company obtains Gaming Licenses from the
Nevada Commission, any restrictions on the transfer of the equity securities of
the Gaming Subsidiary in respect of the Notes and the Exchange Notes, and any
agreements not to encumber the equity securities of the Gaming Subsidiary in
respect of the Notes and the Exchange Notes, will require the approval of the
Nevada Commission in order to remain effective. No assurances can be given that
such approvals will be obtained.
 
    If it were determined that the Nevada Act was violated by the Company, the
Gaming Subsidiary or the Las Vegas Project, the gaming licenses they hold could
be limited, conditioned, suspended or revoked, subject to compliance with
certain statutory and regulatory procedures. In addition, the Company, the
Gaming Subsidiary, the Las Vegas Project and the persons involved could be
subject to substantial fines for each separate violation of the Nevada Act at
the discretion of the Nevada Commission. Further, a supervisor could be
appointed by the Nevada Commission to operate the gaming properties held by the
Las Vegas Project and, under certain circumstances, earnings generated during
the supervisor's appointment (except for the reasonable rental value of the
gaming properties) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any Gaming License or the appointment of a
supervisor could (and revocation of any Gaming License would) materially
adversely affect the Company's proposed gaming operations.
 
    Any beneficial holder of a Registered Corporation's voting securities,
regardless of the number of shares owned, may be required to file an
application, be investigated, and have his suitability as a beneficial holder of
the Registered Corporation's voting securities determined if the Nevada
Commission has reason to believe that such ownership would otherwise be
inconsistent with the declared policies of the State of Nevada. The applicant
must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.
 
    The Nevada Act requires any person who acquires beneficial ownership of more
than 5% of a Registered Corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of a Registered Corporation's voting
 
                                       51
<PAGE>
securities apply to the Nevada Commission for a finding of suitability within
thirty days after the Chairman of the Nevada Board mails the written notice
requiring such filing. Under certain circumstances, an "institutional investor,"
as defined in the Nevada Act, which acquires more than 10%, but not more than
15%, of a Registered Corporation's voting securities may apply to the Nevada
Commission for a waiver of such finding of suitability if such institutional
investor holds the voting securities for investment purposes only. An
institutional investor shall not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Registered Corporation, any change in
the Registered Corporation's corporate charter, bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming affiliates, or
any other action which the Nevada Commission finds to be inconsistent with
holding the Registered Corporation's voting securities for investment purposes
only. Activities which are not deemed to be inconsistent with holding voting
securities for investment purposes only include: (i) voting on all matters voted
on by stockholders; (ii) making financial and other inquiries of management of
the type normally made by securities analysts for informational purposes and not
to cause a change in its management, policies or operations; and (iii) such
other activities as the Nevada Commission may determine to be consistent with
such investment intent. If the beneficial holder of voting securities who must
be found suitable is a corporation, partnership or trust, it must submit
detailed business and financial information including a list of beneficial
owners. The applicant is required to pay all costs of investigation.
 
    Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the voting securities
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. The Company will be subject to disciplinary action
if, after it receives notice that a person is unsuitable to be a stockholder or
to have any other relationship with the Company or the Gaming Subsidiary, the
Company (i) pays that person any dividend or interest upon voting securities of
the Company, (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pays
remuneration in any form to that person for services rendered or otherwise, or
(iv) fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities including, if necessary, the immediate purchase
of said voting securities for cash at fair market value.
 
    The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Corporation, such as the Notes, to file applications,
be investigated and be found suitable to own the debt security of a Registered
Corporation if the Nevada Commission has reason to believe that such ownership
would otherwise be inconsistent with the declared policies of the State of
Nevada. If the Nevada Commission determines that a person is unsuitable to own
such security, then pursuant to the Nevada Act, the Registered Corporation can
be sanctioned, including the loss of its approvals, if without the prior
approval of the Nevada Commission, it: (i) pays to the unsuitable person any
dividend, interest, or any distribution whatsoever; (ii) recognizes any voting
right by such unsuitable person in connection with such securities; (iii) pays
the unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation or similar transaction.
 
    After becoming a Registered Corporation, the Company may not make a public
offering of its securities without the prior approval of the Nevada Commission
if the securities or proceeds therefrom are intended to be used to construct,
acquire or finance gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes. Such approval, if given, does not
constitute a finding, recommendation or approval of the Nevada Commission or the
Nevada Board as to the accuracy or adequacy of the prospectus or the investment
merits of the securities offered. Any representation to the contrary is
unlawful.
 
                                       52
<PAGE>
    The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as such term is defined in
the Nevada Act, or which is not otherwise subject to the provisions of the
Nevada Act or such regulations, such as the Company, which plans to make a
public offering of securities intending to use such securities, or the proceeds
from the sale thereof for the construction or operation of gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes, may apply
to the Nevada Commission for prior approval of such offering. The Nevada
Commission may find an applicant unsuitable based solely on the fact that it did
not submit such an application, unless upon a written request for a ruling, the
Nevada Board Chairman has ruled that it is not necessary to submit an
application. The Exchange Offer will qualify as a public offering. The Company
has filed a written request (the "Ruling Request") with the Nevada Board
Chairman for a ruling that it is not necessary to submit the Exchange Offer for
prior approval. No assurance can be given that the Ruling Request will be
granted or that it will be considered on a timely basis. If the Nevada Board
Chairman rules that approval of the Exchange Offer is required, the Company will
file an application for such approval. If the Ruling Request is not granted, the
Exchange Offer could be significantly delayed, while the Company seeks approval
of the Nevada Board and the Nevada Commission for the Exchange Offer. No
assurance can be given that approval of the Exchange Offer, if required, will be
granted. In addition, restrictions on the transfer of an equity security issued
by a corporate licensee, such as the Gaming Subsidiary, upon its licensing, and
agreements not to encumber any such equity security (collectively "Stock
Restrictions"), are ineffective without the approval of the Nevada Commission.
Therefore, the Stock Restrictions in respect of the equity securities of the
Gaming Subsidiary imposed by the Indenture governing the Notes will require
approval of the Nevada Commission in order to remain effective at such time as
the Gaming Subsidiary is licensed. The Company will request such approval in
connection with its application.
 
    Regulations of the Nevada Commission also prohibit certain repurchases of
securities by Registered Corporations without the prior approval of the Nevada
Commission. Transactions covered by these regulations are generally aimed at
discouraging repurchases of securities at a premium over market price from
certain holders of more than 3% of the outstanding securities of the Registered
Corporation. The regulations of the Nevada Commission also require prior
approval for a "plan of recapitalization," as such term is defined in the Nevada
regulations; generally, a plan of recapitalization is a plan proposed by the
management of a Registered Corporation that contains recommended action in
response to a proposed corporate acquisition opposed by management of the
corporation which acquisition itself would require the prior approval of the
Nevada Commission.
 
    Changes in control of a Registered Corporation through merger,
consolidation, stock or asset acquisitions, management or consulting agreements,
or any act or conduct by a person whereby such person obtains control, may not
occur without the prior approval of the Nevada Commission. Entities seeking to
acquire control of a Registered Corporation must satisfy the Nevada Board and
Nevada Commission in a variety of stringent standards prior to assuming control
of such Registered Corporation. The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having material
relationship or involvement with the entity proposing to acquire control, to be
investigated and licensed as part of the approval process relating to the
transaction.
 
    Licensee fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either (i) a percentage of the gross revenues received, (ii) the number of
gaming devices operated or (iii) the number of table games operated. A casino
entertainment tax is also paid by casino operations where certain entertainment
is furnished in a cabaret, nightclub, cocktail lounge or casino showroom in
connection with the serving or selling of food, refreshments or merchandise.
 
                                       53
<PAGE>
    A person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation of
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease at the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standard of honesty
and integrity required of Nevada gaming operations, engage in activities that
are harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal unsuitability.
 
    OTHER REGULATIONS.  The Company's units are subject to regulation by federal
and foreign agencies and to licensing and regulation by foreign, state and local
health, sanitation, building, zoning, safety, fire and other departments
relating to the development and operation of restaurants and retail
establishments. These regulations include matters relating to environmental,
building construction, zoning requirements and the preparation and sale of food.
Various federal, foreign and state labor laws govern the Company's relationship
with its employees, including minimum wage requirements, overtime, working
conditions and citizenship requirements. Significant additional government
imposed increases in minimum wages, paid leaves of absence and mandated health
benefits, or increased tax reporting and tax payment requirements for employees
who receive gratuities could have an adverse effect on the Company. Delays or
failures in obtaining the required construction and operating licenses, permits
or approvals could delay or prevent the opening of new units.
 
    Units established in countries other than the United States are subject to
governmental regulation in the jurisdiction in which they are established
principally in respect of sales of liquor, construction of premises and working
conditions of employees. The Company does not believe that such regulations
materially adversely affect its business.
 
LITIGATION
 
    The Company is a defendant from time to time in routine lawsuits incidental
to its business, which, individually and in the aggregate, are not expected to
have a material adverse effect on the Company.
 
                                       54
<PAGE>
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
    The directors and executive officers of the Company are as follows (ages as
of December 31, 1997):
 
<TABLE>
<CAPTION>
NAME                                      AGE                                    POSITION
- ------------------------------------      ---      ---------------------------------------------------------------------
<S>                                   <C>          <C>
Keith Barish........................          53   Chairman of the Board and Director
Robert Earl.........................          46   President, Chief Executive Officer and Director
Thomas Avallone.....................          39   Executive Vice President, Chief Financial Officer and Director
Scott E. Johnson....................          41   Senior Vice President, General Counsel and Secretary
Nathaniel J. Lipman.................          33   Executive Vice President, Strategic Planning
Claudio Gonzalez....................          63   Director
Robert Krasnow......................          61   Director
Mark McCormack......................          67   Director
Ong Beng Seng.......................          51   Director
Isadore Sharp.......................          66   Director
Michael Tarnopol....................          61   Director
</TABLE>
 
    KEITH BARISH is a co-founder of the Company and was instrumental in securing
the support of the Company's celebrity stockholders. Mr. Barish is a renowned
movie producer who continues to provide a crucial link between the entertainment
world and the Company. Since 1979, Mr. Barish has been the producer or the
executive producer of 18 motion pictures, including "The Fugitive," "Ironweed,"
"The Running Man," "Sophie's Choice" and "9 1/2 Weeks". In 1987, Mr. Barish was
honored as Producer of the Year by the National Association of Theater Owners.
Mr. Barish has been Chairman of the Company since inception and has been a
director of the Company since its organization.
 
    ROBERT EARL co-founded the Company with Mr. Barish in 1991 and has over 23
years of experience in the restaurant industry. In 1977, Mr. Earl founded
President Entertainment, a company that developed theme restaurants. Under Mr.
Earl's leadership, over the next ten years, President Entertainment grew to a
$120 million enterprise. In 1988, Mr. Earl sold President Entertainment to
Pleasurama plc ("Pleasurama") and joined the Pleasurama management team, where
he assumed responsibility for the management of another theme restaurant, Hard
Rock Cafe International plc ("Hard Rock Cafe"). During his five years in charge
of Hard Rock Cafe, Mr. Earl pioneered its expansion from seven to 22 units,
while substantially increasing its profitability. In 1993, Mr. Earl resigned
from Hard Rock Cafe to concentrate full-time on running the Company. He has been
President and Chief Executive Officer of the Company since its inception, and a
director of the Company since its organization.
 
    THOMAS AVALLONE, Executive Vice President, Chief Financial Officer and
Director of the Company, has been involved in the entertainment theme restaurant
industry for over 15 years. From July 1987 until joining the Company in
September 1994, Mr. Avallone served as Chief Financial Officer of Hard Rock Cafe
and Rank Leisure USA. He has been a Director of the Company since February 1996.
Prior to serving in those positions, Mr. Avallone, a Certified Public
Accountant, was a Senior Manager at Laventhol and Horwath CPAs, a public
accounting firm, specializing in that firm's leisure industry practice. Mr.
Avallone is a member of the American Institute of Certified Public Accountants
and the New York State Society of Certified Public Accountants.
 
    SCOTT E. JOHNSON, Senior Vice President, General Counsel and Secretary of
the Company since 1996, had been Vice President, General Counsel and Secretary
since joining the Company in March 1994. From January 1992 to March 1994, Mr.
Johnson was engaged in the private practice of law. From May 1990 through
January 1992, Mr. Johnson was Senior Vice President and General Counsel of
Financial Benefit Life Insurance Company, having previously served as Deputy
General Counsel of Independence Blue Cross (formerly, Blue Cross of Greater
Philadelphia).
 
                                       55
<PAGE>
    NATHANIEL J. LIPMAN, Executive Vice President, Strategic Planning, joined
the Company in 1996 after having served as a senior executive and general
counsel for HOB Entertainment, Inc. ("House of Blues"), and Senior Corporate
Counsel at The Walt Disney Company. Prior to joining Disney, Mr. Lipman was a
corporate associate with Skadden, Arps, Slate, Meagher & Flom in Los Angeles.
Mr. Lipman oversees and develops the Company's long-term strategic direction
emphasizing mergers and acquisitions, including joint ventures, licensing and
new business opportunities.
 
    CLAUDIO GONZALEZ has been a director of the Company since June 1996. Mr.
Gonzalez has been the Chairman and Chief Executive Officer of Kimberly Clark de
Mexico since 1973. Mr. Gonzalez is also currently a member of the Board of
Directors of Kimberly Clark Corporation, General Electric Company, Kellogg
Company, Banco Nacional de Mexico, Grupo Televisa, Grupo Carso, Grupo Industrial
Alfa, Impulsora del Fondo Mexico, Telefonos de Mexico and Grupo Modelo and of
J.P. Morgan International Advisory Board. Mr. Gonzalez is also a principal
stockholder in ECE, a publicly-traded Mexican company in which the Company is a
20% stockholder and which has entered into a master franchise agreement with the
Company with respect to Mexico and South America. See "Business--Franchising."
 
    ROBERT KRASNOW has been a director of the Company since February 1996. Mr.
Krasnow has worked in the music and entertainment industry for over 35 years.
Mr. Krasnow is the President of Krasnow Entertainment, which he founded in 1994.
From 1983 to 1994, Mr. Krasnow was Chairman and Chief Executive Officer of
Elektra Records, an affiliate of Time Warner Corporation.
 
    MARK MCCORMACK has been a director of the Company since June 1996. Mr.
McCormack is the Chairman and Chief Executive Officer of the Cleveland-based
sports and entertainment conglomerate known as International Management Group,
which he founded in 1965. Mr. McCormack has also authored a number of best-
selling business and management books.
 
    ONG BENG SENG has been a director of the Company since February 1996. He is
a co-founder and has been a Managing Director since 1980 of Hotel Properties
Limited, a Singapore publicly-listed company. HPL has diversified interests in
the hotel, leisure and retail industries spanning Asia, Europe and North
America. Mr. Ong also has personal diversified interests ranging from the oil,
stockbrokering and automotive industries to art and concert promotion.
 
    ISADORE SHARP has been a director of the Company since February 1996. In
1961, Mr. Sharp founded Four Seasons Hotels, Inc., and is currently its Chairman
and Chief Executive Officer. Mr. Sharp has also been a director of the Bank of
Nova Scotia since 1990.
 
    MICHAEL TARNOPOL has been a director of the Company since June 1996. Mr.
Tarnopol has been a Senior Managing Director and Chairman of the Investment
Banking Division of Bear, Stearns & Co. Inc. ("Bear Stearns") since 1985. Mr.
Tarnopol joined Bear Stearns in 1975 and headed the firm's International
Department from 1975 until 1985, at which time he was appointed head of the
Mergers & Acquisitions Department of Bear Stearns. He is Vice Chairman of the
Board of Directors of Bear Stearns and Chairman of Bear Stearns International,
Ltd. Mr. Tarnopol is currently a director of Avis International, Inc. and NRT,
Inc. He is a Trustee of the University of Pennsylvania and a member of the Board
of Overseers of the Wharton School of Business.
 
                                       56
<PAGE>
OTHER KEY PERSONNEL
 
    Other key personnel of the Company are as follows (ages as of December 31,
1997):
 
<TABLE>
<CAPTION>
NAME                                      AGE                                    POSITION
- ------------------------------------      ---      ---------------------------------------------------------------------
<S>                                   <C>          <C>
Michael Baker.......................          42   Vice President of Worldwide Marketing
John Caparella, Jr..................          40   Vice President of Lodging
Jeffrey Carpenter...................          53   President, COOL PLANET ICE CREAM
Patricia Caruso.....................          39   Vice President of National Public Relations
Alexander Chesterman................          27   Senior Vice President of Worldwide Franchising
Patricia Endre......................          42   Senior Vice President of Merchandising
Ian Hamilton........................          41   President, OFFICIAL ALL STAR CAFE
Daniel Harf.........................          39   Senior Vice President of Operations, OFFICIAL ALL STAR CAFE
William Lombardo....................          44   Vice President Food and Beverage Operations
Lisa Havey Long.....................          37   Executive Vice President of Marketing, PLANET HOLLYWOOD
Thomas Mandula......................          37   Vice President of Finance
Jim Stanley.........................          46   Senior Vice President of Operations, PLANET HOLLYWOOD
Michelle Steinberg..................          29   Senior Vice President of Corporate Communications and Special
                                                   Projects
David P. Terry......................          40   Vice President of Business Development
Brian Woods.........................          37   President--Entertainment, PLANET HOLLYWOOD
</TABLE>
 
    MICHAEL BAKER, Vice President of Worldwide Marketing, joined the Company in
1997. He has nineteen years of experience marketing and building consumer brands
including the direction of global marketing initiatives for The Coca-Cola
Company along with the introduction and development of the Blockbuster Video
brand, now part of Viacom International, Inc.
 
    JOHN CAPARELLA, JR., Vice President of Lodging, has been involved with the
lodging and food service industries throughout his entire career. John joined
the Company in 1997 to manage the Company's diversification of its brands and
trademarks into the lodging and resort businesses. Previously, Mr. Caparella was
an executive with ITT Sheraton Hotels and Resorts for over 16 years
progressively managing larger properties for the chain. He was responsible for
successfully developing from start-up many Sheraton properties in North America.
 
    JEFFREY CARPENTER, President, COOL PLANET ICE CREAM, has extensive
experience in the food service and specialty retail industries. Mr. Carpenter is
responsible for Cool Planet Ice Cream's introduction into the wholesale and
retail distribution marketplace as well as managing the Company's expansion of
its Cool Planet retail ice cream shops. Prior to joining the Company in 1997, he
was Director, Haagen-Dazs Shops, North America for The Pillsbury Company,
responsible for the development and franchising of retail frozen dessert
products from 1994 through 1997. Mr. Carpenter was also involved in retail
frozen dessert products with TCBY, Inc., as well as executive experience in
marketing, sales and research and development with other branded food service
and retail products.
 
    PATRICIA CARUSO, Vice President of National Public Relations, has been with
the Company since 1995. Ms. Caruso is responsible for negotiating and acquiring
national media coverage on all of the Company's concepts. A twenty year veteran
in the entertainment industry, she previously held the position of Director of
Publicity at Paramount Pictures.
 
    ALEXANDER CHESTERMAN, Senior Vice President of Worldwide Franchising, has
been involved with themed-dining and entertainment industries his entire career.
His duties include development, negotiation and implementation of franchise
arrangements for all of the Company's concepts as well as licensing of its
brands and trademarks. Since 1991, Mr. Chesterman has served as a member of the
Company's management and operational teams through the formative and
expansionary stages of the Company's growth, with
 
                                       57
<PAGE>
particular emphasis in international markets. Prior to joining the Company, he
worked with Hard Rock Cafe involved in unit operations.
 
    PATRICIA ENDRE, Senior Vice President of Merchandising, joined the Company
in 1996. Ms. Endre comes to PLANET HOLLYWOOD with nearly 20 years of retail
experience, including senior buying and merchandising responsibilities with Walt
Disney Attractions as Director of the adult apparel business and Macy's
Department Stores.
 
    IAN HAMILTON, President, OFFICIAL ALL STAR CAFE, joined the Company in 1997.
Previously, he was Global Director of Tennis Sports Marketing with Nike, Inc.,
where he helped develop Nike's annual worldwide tennis business by signing such
famous pros as Andre Agassi, Monica Seles, John McEnroe, Pete Sampras and Jim
Courier. Mr. Hamilton managed Nike's tennis sports marketing for 13 years,
including advertising, product and athlete marketing.
 
    DANIEL HARF, is Senior Vice President of Operations, OFFICIAL ALL STAR CAFE.
Mr. Harf was Vice President of Operations for PLANET HOLLYWOOD from its
inception through 1997, and has over ten years' experience in the
theme-restaurant industry. From 1981 to 1985, Mr. Harf held various management
positions with Cask 'N Cleaver in California. He owned and operated theme
restaurants and nightclubs in California from 1985 to 1989. In January 1989, he
joined Hard Rock Cafe, where he was Vice President, Human Resources and a
regional director until April 1991, when he joined the Company.
 
    WILLIAM LOMBARDO, Vice President Food and Beverage Operations, has been
actively involved in the restaurant business for over 15 years. In 1985, Mr.
Lombardo joined Darden Restaurants Inc., a full-service restaurant chain
company, where he began as Vice President of Marketing. He became Senior Vice
President and Division General Manager for Darden in April 1993 and then served
as its Vice President for Food and Beverage from January 1995 until he joined
the Company in his present capacity in November 1995.
 
    LISA HAVEY LONG, Executive Vice President of Marketing, PLANET HOLLYWOOD,
has extensive experience in the promotion and marketing of entertainment
companies. Ms. Long joined the Company in August 1991 as Vice President of
Public Relations. Prior to August 1991, Ms. Long was the senior account
executive in charge of entertainment and film accounts (including "Dances with
Wolves" and "Sea of Love") for Zarem, Inc., a public relations firm.
 
    THOMAS MANDULA has been Vice President of Finance since 1992. Prior to 1992,
Mr. Mandula was Senior Audit Manager and Director of Accounting Systems
Consulting at KPMG Peat Marwick. Mr. Mandula, a certified public accountant, is
a member of the American Institute of Certified Public Accountants.
 
    JIM STANLEY, Senior Vice President of Operations, PLANET HOLLYWOOD, has been
in the restaurant business for over 20 years. Prior to joining the Company, Mr.
Stanley spent eight years as Vice President of Operations at Hard Rock Cafe.
While at Hard Rock Cafe, Mr. Stanley was responsible for overseeing all phases
of the development and operation of units in 18 countries. Previously, Mr.
Stanley was the Director of Operations for a 30-unit dinner house chain in
southern California.
 
    MICHELLE STEINBERG, Senior Vice President of Corporate Communications and
Special Projects, joined the Company in 1997. Prior to joining the Company, Ms.
Steinberg spent four years as Vice President of Corporate Communications for
House of Blues, having previously served as an account executive at McMullen &
Company Public Relations, Annett Wolf & Associates Public Relations, and Mahoney
Communications Public Relations.
 
    DAVID TERRY, Vice President of Business Development, since April 1996.
Previously, from September 1993 to April 1996, he was the Vice President of
Operations for OFFICIAL ALL STAR CAFE. Mr. Terry has over fifteen years
experience in the restaurant industry. From September 1987 to September 1993, he
 
                                       58
<PAGE>
served as Vice President for Development for Hard Rock Cafe, in charge of
international development and European operations. Prior to September 1987, Mr.
Terry was a Regional Director of C & C Services, Inc., responsible for the
operations of 12 restaurants in Northern California.
 
    BRIAN WOODS, President--Entertainment, PLANET HOLLYWOOD, has an extensive
background in brand development. Mr. Woods' entire career has been involved in
the marketing and development of entertainment based companies. Prior to joining
the Company, Mr. Woods was Executive Vice President and Chief Marketing Officer
for Blockbuster Video, Blockbuster Music and Blockbuster International.
Additionally, he served as Co-Chairman of Viacom Marketing Council, which was
responsible for the development of Blockbuster's cross-country marketing efforts
with Paramount Pictures and Home Video, MTV, VH-1, Nickelodeon, Simon and
Schuster, Paramount Theme Parks, the United Paramount Network and Showtime
Network.
 
                                       59
<PAGE>
                            DESCRIPTION OF THE NOTES
 
GENERAL
 
    The Old Notes were issued and the New Notes will be issued pursuant to the
Indenture between the Company and United States Trust Company of New York, as
trustee (the "Trustee"), which has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. The terms of the New Notes will
be identical in all material respects with the terms of the Old Notes, except
that the New Notes have been registered under the Securities Act and are issued
free of any covenant regarding registration, including the payment of additional
interest upon failure to file or have declared effective an exchange offer
registration statement or to consummate the Exchange Offer by certain dates. The
New Notes and the Old Notes are deemed the same series of Notes under the
Indenture and are entitled to the benefits thereof. Accordingly, unless
specifically stated to contrary, the following description applies equally to
the Old Notes and the New Notes. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are
subject to all such terms, and prospective investors are referred to the
Indenture and the Trust Indenture Act for a statement thereof. The following
summary of certain provisions of the Indenture does not purport to be complete.
Copies of the Indenture and the Registration Rights Agreement are available as
set forth under "--Additional Information." The definitions of certain terms
used in the following summary are set forth below under "--Certain Definitions."
 
    The Notes represent general unsecured obligations of the Company,
subordinated in right of payment to all existing and future Senior Indebtedness
of the Company, including borrowings under the Credit Agreement. The Notes rank
PARI PASSU with all Senior Subordinated Indebtedness, whenever Incurred, of the
Company and senior in right of payment to all Subordinated Indebtedness,
whenever Incurred, of the Company. The Notes will be effectively subordinated to
all current and future Indebtedness and other liabilities of the Company's
Subsidiaries. As of December 28, 1997, outstanding Indebtedness and other
liabilities of the Company's Subsidiaries totaled approximately $33.1 million.
 
    As of the date of the Indenture, all of the Company's existing Subsidiaries
were Restricted Subsidiaries. However, under certain circumstances, the Company
will be able to designate Subsidiaries as Unrestricted Subsidiaries.
Unrestricted Subsidiaries will not be subject to the restrictive covenants set
forth in the Indenture.
 
PRINCIPAL, MATURITY AND INTEREST
 
    The Notes will be limited in aggregate principal amount to $250.0 million
and will mature on April 1, 2005. Interest on the Notes will accrue at the rate
of 12% per annum and will be payable semi-annually in arrears on April 1 and
October 1 of each year, commencing on October 1, 1998, to holders of record on
the immediately preceding March 15 and September 15. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of original issuance. Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
Principal of and premium, interest and Liquidated Damages, if any, on the Notes
will be payable at the office or agency of the Company maintained for such
purpose or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to holders of the Notes at their
respective addresses set forth in the register of holders; provided, however,
that all payments of interest and Liquidated Damages, if any, with respect to
Notes the holders of which have given wire transfer instructions to the Company
will be required to be made by wire transfer of immediately available funds to
the accounts specified by the holders thereof. Until otherwise designated by the
Company, the Company's office or agency will be the office of the Trustee
maintained for such purpose. The Notes will be issued in denominations of $1,000
and integral multiples thereof.
 
                                       60
<PAGE>
SUBORDINATION
 
    The payment of principal of, premium, if any, and interest on the Notes will
be subordinated in right of payment, as set forth in the Indenture, to the prior
payment in full of all Senior Indebtedness, whether outstanding on the date of
the Indenture or thereafter incurred.
 
    Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Indebtedness will be entitled to
receive payment in full of all Obligations due in respect of such Senior
Indebtedness (including interest after the commencement of any such proceeding
at the rate specified in the applicable Senior Indebtedness) before the Holders
of Notes will be entitled to receive any payment with respect to the Notes, and
until all Obligations with respect to Senior Indebtedness are paid in full in
cash or Cash Equivalents, any distribution to which the Holders of Notes would
be entitled shall be made to the holders of Senior Indebtedness (except that
Holders of Notes may receive and retain Permitted Junior Securities and payments
made from the trust described under "--Legal Defeasance and Covenant
Defeasance").
 
    The Company may not pay principal of, premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions described under
"Defeasance" below and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Notes") if (i) any Designated Senior Indebtedness is not
paid when due or (ii) any other default on Designated Senior Indebtedness occurs
and the maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Designated Senior
Indebtedness has been paid in full. However, the Company may pay the Notes
without regard to the foregoing if the Company and the Trustee receive written
notice approving such payment from the Representative of the Designated Senior
Indebtedness with respect to which either of the events set forth in clause (i)
or (ii) of the immediately preceding sentence has occurred and is continuing.
During the continuance of any default (other than a default described in clause
(i) or (ii) of the second preceding sentence) with respect to any Designated
Senior Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Company may not pay the Notes for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions described in the first sentence of this
paragraph), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Notes after the end
of such Payment Blockage Period. The Notes shall not be subject to more than one
Payment Blockage Period in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period. No nonpayment default that existed or was continuing on the date of
delivery of any Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Blockage Notice unless such default shall have been waived for
a period of not less than 90 days.
 
    The Indenture will further require that the Company promptly notify holders
of Senior Indebtedness if payment of the Notes is accelerated because of a
Default.
 
                                       61
<PAGE>
    As a result of the subordination provisions described above, in the event of
a liquidation or insolvency, holders of Notes may recover less ratably than
creditors of the Company who are holders of Senior Indebtedness. As of December
28, 1997, on a pro forma basis after giving effect to the sale of the Notes and
the use of proceeds therefrom, the aggregate principal amount of the Company's
outstanding Senior Indebtedness, together with liabilities of the Company's
subsidiaries to which the claims of Noteholders are effectively subordinated,
would have been approximately $33.1 million and the Company would have had no
outstanding Subordinated Indebtedness. The Indenture will permit the Company to
incur additional Indebtedness, including Senior Indebtedness, under certain
circumstances. See "Risk Factors-- Subordination" and "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock."
 
OPTIONAL REDEMPTION
 
    Except as set forth in the following paragraph and under "--Gaming
Redemption", the Notes will not be redeemable at the Company's option prior to
April 1, 2003. Thereafter, the Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on April 1 of the years
indicated below:
 
<TABLE>
<CAPTION>
YEAR                                                                                 PERCENTAGE
- ----------------------------------------------------------------------------------  -------------
<S>                                                                                 <C>
2003..............................................................................          108%
2004..............................................................................          104
</TABLE>
 
    For a period of three years following the Issue Date, the Company may redeem
up to 35% of the aggregate principal amount of Notes originally issued at a
redemption price of 112% of the principal amount thereof, plus accrued and
unpaid interest thereon (plus Liquidated Damages, if any) to the redemption
date, with the net cash proceeds of one or more Public Equity Offerings;
PROVIDED, HOWEVER, that (a) at least $162,500,000 aggregate principal amount of
Notes remain outstanding immediately following such redemption (excluding Notes
held by the Company and its Subsidiaries) and (b) such redemption shall occur
within 90 days of the date of such public offering.
 
SELECTION AND NOTICE
 
    If less than all of the Notes are to be redeemed at any time, selection of
Notes for redemption will be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by
lot or by such method as the Trustee shall deem fair and appropriate; PROVIDED
that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption
shall be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of Notes to be redeemed at its registered
address. Notices of redemption may not be conditional. If any Note is to be
redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the holder thereof upon cancelation of the original Note. Notes called
for redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on Notes or portions of them called
for redemption.
 
GAMING REDEMPTION
 
    Notwithstanding any other provision hereof, if any holder or beneficial
owner of Notes is required by a Gaming Authority to be licensed, qualified or
found suitable under any applicable gaming law in order to hold Notes, and such
holder or beneficial owner fails to apply for a license, qualification or
finding of suitability within the period required by such Gaming Authority, or
if such holder or beneficial owner is
 
                                       62
<PAGE>
notified by such Gaming Authority that such holder or beneficial owner will not
be so licensed, qualified or found suitable, and if so ordered by such Gaming
Authority or required by applicable gaming laws the Company shall have the
right, at its option, (i) to require that such holder or beneficial owner
dispose of such holder's or beneficial owner's Notes within 30 days (or such
earlier date as may be required by the applicable Gaming Authority) of (a) the
termination of the period described above for such holder or beneficial owner to
apply for a license, qualification or finding of suitability or (b) receipt of
the notice from such Gaming Authority that such holder or beneficial owner will
not be licensed, qualified or found suitable by such Gaming Authority or (ii) to
redeem the Notes held by such holder or beneficial owner at a redemption price
equal to the lesser of the price at which such holder or beneficial owner
acquired such Notes and the principal amount thereof, together with, in either
case, accrued and unpaid interest and Liquidated Damages, if any, thereon to the
earlier of date of redemption or the date of the finding that such holder or
beneficial owner will not be licensed, qualified or found suitable, which may be
less than 30 days following the notice of redemption.
 
    Immediately upon a determination by any Gaming Authority that a holder or
beneficial owner of Notes will not be licensed, qualified or found suitable by
such Gaming Authority, such holder or beneficial owner shall have no further
rights with respect to the Notes (i) to exercise, directly or indirectly,
through any trustee, nominee or any other Person or entity, any right conferred
by the Notes or (ii) to receive any interest or any other distribution or
payment with respect to the Notes or any remuneration in any form from the
Company for services rendered or otherwise, except the redemption price of the
Notes described in the foregoing paragraph. In connection with any such
redemption, and except as may be required by a Gaming Authority, the Company
shall comply with the procedures contained in the Indenture for redemptions of
the Notes. Under the Indenture, the Company is not required to pay or reimburse
any holder or beneficial owner of Notes who is required to apply for such
license, qualification or finding of suitability for any costs associated with
obtaining or maintaining such licensure or associated with any investigation for
such qualification or finding of suitability. Such expenses are entirely the
obligation of such holder or beneficial owner. See "Business--Governmental
Regulation--Nevada Gaming Regulation."
 
REPURCHASE AT THE OPTION OF HOLDERS
 
    CHANGE OF CONTROL
 
    Upon the occurrence of a Change of Control, the Company will be required to
make an offer (a "Change of Control Offer") to purchase all or any part (equal
to $1,000 or an integral multiple thereof) of each holder's Notes at an offer
price in cash equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase (the "Change of Control Payment"). Within 30 days following a Change
of Control, the Company will mail a notice to each holder of Notes describing
the transaction that constitutes the Change of Control and offering to purchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"), pursuant to the procedures required by the
Indenture and described in such notice. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the purchase of Notes as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of the covenant described hereunder, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under the covenant described
hereunder by virtue thereof.
 
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<PAGE>
    On the Change of Control Payment Date, the Company will, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (c) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; PROVIDED, HOWEVER, that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
 
    The Change of Control provisions described above will be applicable whether
or not any other provisions of the Indenture are applicable. Except as described
above with respect to a Change of Control, the Indenture does not contain
provisions that permit the holders of the Notes to require that the Company
purchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction. In addition, the Company could enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that could affect the Company's capital structure or the value of the Notes, but
that would not constitute a Change of Control.
 
    The Credit Agreement currently prohibits the Company from purchasing any
Notes and also provides that certain change of control events with respect to
the Company would constitute a default thereunder. In the event a Change of
Control occurs at a time when the Company is prohibited from purchasing Notes,
the Company could seek the consent of its lenders to the purchase of Notes or
could attempt to refinance the borrowings that contain such prohibition. If the
Company does not obtain such a consent or repay such borrowings, the Company
will remain prohibited from purchasing Notes.
 
    Any future credit agreements or other agreements relating to Indebtedness to
which the Company becomes a party may contain restrictions and provisions
similar to those in the Credit Agreement. Moreover, the exercise by the holders
of their right to require the Company to purchase the Notes could cause a
default under such Indebtedness, even if the Change of Control itself does not,
due to the financial effect of such purchase on the Company. The Company's
ability to pay cash to the holders of Notes following the occurrence of a Change
of Control may be limited by the Company's then existing financial resources.
There can be no assurance that sufficient funds will be available when necessary
to make any required purchases. In any case, the Company's failure to purchase
tendered Notes would constitute an Event of Default under the Indenture which
would, in turn, constitute a default under the Credit Agreement. In such
circumstances, the subordination provisions in the Indenture would likely
restrict payments to the holders of Notes.
 
    The provisions under the Indenture relative to the Company's obligation to
make an offer to purchase the Notes as a result of a Change of Control may be
waived or modified with the written consent of the holders of a majority in
principal amount of the Notes. Moreover, the Company will not be required to
make a Change of Control Offer following a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.
 
    The definition of Change of Control includes a phrase relating to the sale,
lease, transfer, conveyance or other disposition of "all or substantially all"
of the assets of the Company and its Subsidiaries taken as a whole. Although
there is a developing body of case law interpreting the phrase "substantially
all," there is no precise established definition of the phrase under applicable
law. Accordingly, the ability of a holder of Notes to require the Company to
purchase such Notes as a result of a sale, lease, transfer, conveyance or
 
                                       64
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other disposition of less than all of the assets of the Company and its
Subsidiaries taken as a whole to another Person or group may be uncertain.
 
    ASSET SALES
 
    The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless (a) the
Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value (evidenced by a resolution of the Board of Directors) of the assets or
Equity Interests issued or sold or otherwise disposed of and (b) at least 75% of
the consideration therefor received by the Company or such Subsidiary is in the
form of cash or Cash Equivalents; PROVIDED, HOWEVER, that the amount of (i) any
liabilities (as shown on the Company's or such Restricted Subsidiary's most
recent balance sheet) of the Company or such Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Notes or any guarantee thereof) that are assumed by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company
or such Restricted Subsidiary from further liability and (ii) any securities,
notes or other obligations received by the Company or such Restricted Subsidiary
from such transferee that are promptly converted by the Company or such
Restricted Subsidiary into cash (to the extent of the cash received) shall be
deemed to be cash for purposes of this provision.
 
    Within one year after the receipt of any Net Proceeds from an Asset Sale,
the Company or any such Restricted Subsidiary may apply such Net Proceeds at its
option (a) to repay Senior Indebtedness or (b) to the acquisition of (i) any
assets or property (other than Capital Stock) in a Permitted Business, (ii) the
Capital Stock of a Person engaged in a Permitted Business that becomes a
Restricted Subsidiary of the Company as a result of the acquisition of such
Capital Stock or (iii) Capital Stock constituting a minority interest in an
existing Restricted Subsidiary, except that an acquisition of such minority
interest Capital Stock in excess of $1.0 million shall be authorized by a
resolution of the Company's Board of Directors. Pending the final application of
any such Net Proceeds, the Company or any such Restricted Subsidiary may
temporarily reduce outstanding borrowings under the Credit Agreement or
otherwise invest such Net Proceeds in any manner that is not prohibited by the
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"Excess Proceeds."
 
    When the aggregate amount of Excess Proceeds exceeds $5.0 million in any
calendar year, the Company will be required to make an offer to all holders of
Notes (and to holders of other Senior Subordinated Indebtedness designated by
the Company) (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes (and such other Senior Subordinated Indebtedness) that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100%
of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes (and other Senior Subordinated Indebtedness) tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for any purpose not otherwise prohibited by the
Indenture. If the aggregate principal amount of Notes (and other Senior
Subordinated Indebtedness) surrendered by holders thereof exceeds the amount of
Excess Proceeds, Notes (and other Senior Subordinated Indebtedness) to be
purchased shall be selected on a pro rata basis. Upon completion of such offer
to purchase, the amount of Excess Proceeds shall be reset at zero.
 
    The Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the purchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this clause by virtue thereof.
 
                                       65
<PAGE>
CERTAIN COVENANTS
 
    RESTRICTED PAYMENTS
 
    The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, (a) declare or
pay any dividend or make any other payment or distribution on account of the
Company's or any of its Restricted Subsidiaries' Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company) or similar payment to the direct or indirect holders of
the Company's Equity Interests (other than dividends, payments or distributions
payable in Equity Interests (other than Disqualified Stock) of the Company); (b)
purchase, redeem or otherwise acquire or retire for value (including without
limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company (other than any such Equity
Interests owned by the Company or any Restricted Subsidiary of the Company); (c)
make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Subordinated Indebtedness, except a
payment of interest, customary fees and charges or principal at Stated Maturity;
or (d) make any Restricted Investment (all such payments and other actions set
forth in clauses (a) through (d) above being collectively referred to as
"Restricted Payments"), unless at the time of and after giving effect to such
Restricted Payment:
 
        (i) no Default shall have occurred and be continuing or would occur as a
    consequence thereof;
 
        (ii) the Company would, at the time of such Restricted Payment and after
    giving pro forma effect thereto as if such Restricted Payment had been made
    at the beginning of the applicable four-quarter period, have been permitted
    to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
    Charge Coverage Ratio test set forth in the first paragraph of the covenant
    described under the caption "--Incurrence of Indebtedness and Issuance of
    Preferred Stock"; and
 
       (iii) such Restricted Payment, together with the aggregate amount of all
    other Restricted Payments made by the Company and its Restricted
    Subsidiaries after the Issue Date (excluding Restricted Payments permitted
    by clauses (b), (c) and (d), but including, without duplication, Restricted
    Payments permitted by clauses (a) and (e), of the next succeeding
    paragraph), is less than the sum of (A) 50% of the Consolidated Net Income
    of the Company for the period (taken as one accounting period) from April 1,
    1998 to the end of the Company's most recently ended fiscal quarter for
    which internal financial statements are available at the time of such
    Restricted Payment (or, if such Consolidated Net Income for such period is a
    deficit, less 100% of such deficit), plus (B) 100% of the aggregate net cash
    proceeds received by the Company from the issue or sale since the Issue Date
    of Equity Interests of the Company (other than Disqualified Stock) or of
    Disqualified Stock or debt securities of the Company that have been
    converted into such Equity Interests (other than any such Equity Interests,
    Disqualified Stock or convertible debt securities sold to a Restricted
    Subsidiary of the Company and other than Disqualified Stock or convertible
    debt securities that have been converted into Disqualified Stock), plus (C)
    to the extent that any Restricted Investment that was made after the Issue
    Date is (i) sold for cash or otherwise liquidated or repaid for cash or (ii)
    in the case of Restricted Investments arising from guarantees by the Company
    or any Restricted Subsidiary, terminated, the lesser of (x) the cash return
    of capital or the amount of the terminated guarantee with respect to such
    Restricted Investment (less the cost of disposition, if any) and (y) the
    initial amount of such Restricted Investment, plus (D) the portion
    proportionate to the Company's equity interest in such Subsidiary of the
    fair market value (as determined by an independent appraisal) of the net
    assets of an Unrestricted Subsidiary at the time such Unrestricted
    Subsidiary is designated a Restricted Subsidiary; PROVIDED, HOWEVER, that
    such amount shall be limited to the amount of the Restricted Investment
    previously made by the Company or a Restricted Subsidiary (and treated as a
    Restricted Payment) in the Unrestricted Subsidiary.
 
    The foregoing provisions will not prohibit (a) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the
 
                                       66
<PAGE>
provisions of the Indenture; (b) any Restricted Payment (other than a Restricted
Payment described in clause (a) of the first paragraph of this covenant) made in
exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests
of the Company (other than any Disqualified Stock); PROVIDED, HOWEVER, that the
amount of any such net cash proceeds that are utilized for any such Restricted
Payment shall be excluded from clause (iii)(B) of the preceding paragraph; (c)
the defeasance, redemption, repurchase or other acquisition of Subordinated
Indebtedness with (x) the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness; (d) the payment of any dividend by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a pro rata
basis; and (e) so long as no Default shall have occurred and be continuing, the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company held by any member of the Company's or any of
its Subsidiaries' management; PROVIDED, HOWEVER, that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall
not exceed $1.0 million in any twelve-month period.
 
    The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated shall be deemed to be Restricted Payments at the
time of such designation and shall reduce the amount available for Restricted
Payments under the first paragraph of this covenant. All such outstanding
Investments shall be deemed to constitute Investments in an amount equal to the
fair market value of such Investments at the time of such designation. Such
designation shall only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.
 
    The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
non-cash Restricted Payment shall be determined by the Board of Directors and
reflected in a resolution with respect thereto.
 
    INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
 
    The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, Incur any
Indebtedness and that the Company will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that the
Company and its Restricted Subsidiaries may Incur Indebtedness if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is Incurred would have
been at least 2.5 to 1, determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been Incurred at the beginning of such four-quarter period.
 
    The foregoing provisions will not apply to the Incurrence by the Company or
any Restricted Subsidiary of any of the following items of Indebtedness
("Permitted Indebtedness"):
 
        (a) Indebtedness pursuant to the Credit Agreement; PROVIDED, HOWEVER,
    that the aggregate principal amount of all Indebtedness outstanding under
    the Credit Agreement after giving effect to such Incurrence does not exceed
    $100.0 million less, without duplication, (i) the amount of all repayments
    of the revolving credit Indebtedness and letters of credit (with letters of
    credit being deemed to have a principal amount equal to the maximum
    potential liability of the Company and its Restricted Subsidiaries
    thereunder) made utilizing any Net Proceeds of an Asset Sale since the Issue
    Date, other than temporary paydowns of such revolving credit Indebtedness
    and letters of credit pending final application of such Net Proceeds and
    (ii) the aggregate amount of all commitment
 
                                       67
<PAGE>
    reductions with respect to revolving credit Indebtedness under the Credit
    Agreement that have been made since the Issue Date;
 
        (b) Indebtedness represented by the Notes and the Indenture;
 
        (c) Capital Lease Obligations or Indebtedness represented by Capital
    Lease Obligations, mortgage financings or purchase money obligations, in
    each case Incurred for the purpose of financing all or part of the purchase
    price or cost of construction or improvement of property, plant or equipment
    used in the business, in an amount not to exceed $15.0 million at any one
    time outstanding;
 
        (d) Permitted Refinancing Indebtedness with respect to Indebtedness
    (other than intercompany Indebtedness) that was permitted by the Indenture
    to be Incurred (i) pursuant to the Fixed Charge Coverage Ratio test set
    forth in the first paragraph of this covenant or (ii) clauses (a), (b) or
    (e) of this covenant.
 
        (e) Existing Indebtedness;
 
        (f) intercompany Indebtedness between or among the Company and any of
    its Restricted Subsidiaries; PROVIDED, HOWEVER, that (i) if the Company is
    the obligor on such Indebtedness, such Indebtedness is expressly
    subordinated to the prior payment in full in cash of all Obligations with
    respect to the Notes and (ii)(A) any subsequent issuance or transfer of
    Equity Interest that results in any such Indebtedness being held by a Person
    other than the Company or a Restricted Subsidiary thereof and (B) any sale
    or other transfer of any such Indebtedness to a Person that is not either
    the Company or a Restricted Subsidiary shall be deemed, in each case, to
    constitute an Incurrence of such Indebtedness by the Company or such
    Restricted Subsidiary, as the case may be, that was not permitted by this
    clause (f);
 
        (g) Hedging Obligations that are Incurred for the purpose of fixing or
    hedging interest rate risk with respect to any floating rate Indebtedness
    that is permitted by the terms of the Indenture to be outstanding;
 
        (h) the Guarantee by the Company or any Restricted Subsidiary of
    Indebtedness of the Company or any Restricted Subsidiary that was permitted
    to be Incurred by another provision of this covenant; and
 
        (i) additional Indebtedness in an aggregate principal amount (or
    accreted value, as applicable) at any time outstanding not to exceed $15.0
    million.
 
    For purposes of determining compliance with this covenant, in the event that
an item of Indebtedness meets the criteria of more than one of the categories of
Permitted Indebtedness described in clauses (a) through (i) above or is entitled
to be Incurred pursuant to the first paragraph of this covenant, the Company
shall, in its sole discretion, classify such item of Indebtedness in any manner
that complies with this covenant. Accrual of interest and accretion or
amortization of original issue discount will not be deemed to be an Incurrence
of Indebtedness for purposes of this covenant; PROVIDED, HOWEVER, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued.
 
    LIMITATION ON LAYERING
 
    The Indenture will provide that the Company shall not Incur any Indebtedness
if such Indebtedness is subordinate or junior in right of payment to any Senior
Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is
contractually subordinate in right of payment to Senior Subordinated
Indebtedness.
 
                                       68
<PAGE>
    LIENS
 
    The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
securing Senior Subordinated Indebtedness or Subordinated Indebtedness of the
Company on or with respect to any of its property or assets, including any
shares of stock or indebtedness of any Restricted Subsidiary, whether owned at
the Issue Date or thereafter acquired, or any income, profits or proceeds
therefrom, or assign or otherwise convey any right to receive income thereon,
unless (i) in the case of any Lien securing Subordinated Indebtedness, the Notes
are secured by a Lien on such property, assets or proceeds that is senior in
priority to such Lien and (ii) in the case of any Lien securing Senior
Subordinated Indebtedness, the Notes are secured by a Lien on such property,
assets or proceeds that is senior in priority to or PARI PASSU with such Lien.
 
    DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
 
    The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary of the
Company to (a)(i) pay dividends or make any other distributions to the Company
or any of its Restricted Subsidiaries on its Capital Stock or with respect to
any other interest or participation in, or measured by, its profits, or (ii) pay
any indebtedness owed to the Company or any of its Restricted Subsidiaries, (b)
make loans or advances to the Company or any of its Restricted Subsidiaries or
(c) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (1) an agreement in effect or entered into on the Issue
Date, (2) the Indenture and the Notes, (3) applicable law, (4) any instrument
governing Indebtedness or Capital Stock of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness was incurred in connection with or in
contemplation of such acquisition), which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets of the Person, so acquired; PROVIDED,
HOWEVER, that, in the case of Indebtedness, such Indebtedness was permitted by
the terms of the Indenture to be incurred, (5) by reason of customary
non-assignment provisions in leases entered into in the ordinary course of
business and consistent with past practices, (6) in the case of clause (c)
above, restrictions consisting of Liens not prohibited by the Indenture, (7)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no less
favorable to the holders of Notes than those contained in the agreements
governing the Indebtedness being refinanced; or (8) customary pre-closing
covenants in bona fide contracts for the sale of property or assets.
 
    MERGER, CONSOLIDATION OR SALE OF ASSETS
 
    The Indenture will provide that the Company may not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions, to another
corporation, Person or entity unless (a) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (the "Successor Company") is a corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia, (b)
the entity or Person formed by or surviving any such consolidation or merger (if
other than the Company) or the Successor Company assumes all the obligations of
the Company under the Notes and the Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, (c) immediately
after such transaction no Default exists and (d) except in the case of a merger
of the Company with or into a wholly owned Restricted Subsidiary of the Company,
the Company or the Successor Company (A) will have Consolidated Net Worth
immediately after the
 
                                       69
<PAGE>
transaction equal to or greater than the Consolidated Net Worth of the Company
immediately preceding the transaction and (B) will, at the time of such
transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of the covenant described
above under the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock."
 
    The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under the Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease shall not be released from the obligation to pay
the principal of, premium (if any), interest and Liquidated Damages (if any) on
the Notes.
 
    TRANSACTIONS WITH AFFILIATES
 
    The Indenture will provide that the Company will not, and will not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless the terms thereof (i) are no less favorable to the Company
or the relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person, (ii) if such Affiliate Transaction or series of related
Affiliate Transactions involve aggregate consideration in excess of $1.0
million, shall be approved by a majority of the disinterested members of the
Board of Directors and evidenced in a resolution of such members of the Board of
Directors and (iii) if such Affiliate Transaction or series of related Affiliate
Transactions involves aggregate consideration in excess of $5.0 million, the
Company obtains an opinion from an accounting, appraisal or investment banking
firm of national standing to the effect that such Affiliate Transaction is fair
to the Company or the relevant Restricted Subsidiary from a financial point of
view or that the terms of such Affiliate Transaction are at least as favorable
to the Company or the relevant Restricted Subsidiary as might reasonably have
been obtained in a comparable arm's length transaction with an unaffiliated
third party.
 
    The provisions of the foregoing paragraph shall not prohibit (i) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary, (ii) transactions between
or among the Company and/or its Restricted Subsidiaries, (iii) Restricted
Payments that are permitted by the provisions of the Indenture described above
under the caption "--Restricted Payments," (iv) transactions made pursuant to
Existing Affiliate Obligations, (v) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the Board of Directors, (vi) the grant of stock options or similar
rights to employees and directors of the Company pursuant to plans approved by
the Board of Directors, (vii) loans or advances to employees, other than the
Permitted Holders, in the ordinary course of business in accordance with the
past practices of the Company or its Restricted Subsidiaries, (viii) the payment
of reasonable fees to directors of the Company and its Restricted Subsidiaries
who are not employees of the Company or its Restricted Subsidiaries and (ix) the
issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company.
 
    PAYMENTS FOR CONSENT
 
    The Indenture will provide that neither the Company nor any of its
Subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of the Indenture or the Notes unless such consideration
is offered to be paid or is paid to all
 
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holders of the Notes that consent, waive or agree to amend in the time frame set
forth in the solicitation documents relating to such consent, waiver or
agreement.
 
    REPORTS
 
    Whether or not the Company is required to do so by the rules and regulations
of the Commission, the Company will file with the Commission (unless the
Commission will no longer accept the same for filing) and furnish to the holders
of the Notes (a) all quarterly and annual financial and other information with
respect to the Company and its consolidated Subsidiaries (showing in reasonable
detail, the revenues and EBITDA of the Company and its Restricted Subsidiaries
separate from the revenues and EBITDA of the Unrestricted Subsidiaries of the
Company in the event that either the revenue or the EBITDA of the Unrestricted
Subsidiaries for the accounting period covered thereby was greater than or equal
to 10% of the revenues or EBITDA of the Company and its consolidated
Subsidiaries) that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants, and (b) all
current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports. In addition, the Company
will furnish to the holders of the Notes, prospective purchasers of the Notes
and securities analysts, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 
EVENTS OF DEFAULT AND REMEDIES
 
    The Indenture will provide that each of the following constitutes an Event
of Default: (a) default for 30 days in the payment when due of interest or
Liquidated Damages, if any, on the Notes; (b) default in payment when due of the
principal of or premium, if any, on the Notes; (c) failure by the Company to
comply with the provisions described under the captions "--Change of Control,"
"--Asset Sales," "--Restricted Payments" or "--Incurrence of Indebtedness and
Issuance of Preferred Stock," which failure remains uncured for 30 days after
notice; (d) failure by the Company or any of its Restricted Subsidiaries for 60
days after notice to comply with any of its other agreements in the Indenture or
the Notes; (e) the nonpayment within any applicable grace period after the final
maturity, or the acceleration by the holders because of a default, of
Indebtedness of the Company or any Significant Subsidiary, or group of
Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries.
 
    If any Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of a Default arising from certain events of bankruptcy or insolvency with
respect to the Company, all outstanding Notes will become due and payable
without further action or notice. Holders of the Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from holders of the Notes notice of any continuing Default (except
a Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest.
 
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<PAGE>
    The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
Notes waive any existing Default and its consequences under the Indenture except
a continuing Default in the payment of the principal of or interest or
Liquidated Damages on the Notes.
 
    The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default, to deliver to the Trustee a statement specifying
such Default.
 
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
 
    No director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the Federal securities laws and it is the view of the
Commission that such a waiver is against public policy.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
    The Company may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance") except for (a) the rights of holders of outstanding Notes to
receive payments in respect of the principal of and premium, interest and
Liquidated Damages, if any, on such Notes when such payments are due from the
trust referred to below, (b) the Company's obligations with respect to the Notes
concerning issuing temporary Notes, registration of Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and
money for security payments held in trust, (c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Company's obligations in
connection therewith and (e) the Legal Defeasance provisions of the Indenture.
In addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants that are
described in the Indenture ("Covenant Defeasance") and thereafter any omission
to comply with such obligations shall not constitute a Default with respect to
the Notes. In the event Covenant Defeasance occurs, certain events (not
including non-payment, bankruptcy, receivership, rehabilitation and insolvency
events with respect to the Company) described under "Events of Default" will no
longer constitute a Default with respect to the Notes.
 
    In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and premium, interest and Liquidated Damages, if any, on
the outstanding Notes on the stated maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Notes are
being defeased to maturity or to a particular redemption date, (ii) in the case
of Legal Defeasance, the Company shall have delivered to the Trustee an opinion
of counsel in the United States reasonably acceptable to the Trustee confirming
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the Issue Date, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of counsel shall confirm that, the holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred, (iii) in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the Trustee
confirming that the holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on
 
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the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred, (iv) no Default shall
have occurred and be continuing on the date of such deposit (other than a
Default resulting from the borrowing of funds to be applied to such deposit) or
insofar as Defaults from bankruptcy or insolvency events of the Company are
concerned, at any time in the period ending on the 91st day after the date of
deposit, (v) such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than the Indenture) to which the Company or any Restricted
Subsidiary is a party or by which the Company or Restricted Subsidiary is bound,
(vi) the Company must have delivered to the Trustee an opinion of counsel to the
effect that after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, (vii) the
Company must deliver to the Trustee an Officers' Certificate stating that the
deposit was not made by the Company with the intent of preferring the holders of
Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others and (viii)
the Company must deliver to the Trustee an Officers' Certificate and an opinion
of counsel, each stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.
 
TRANSFER AND EXCHANGE
 
    A holder of Notes may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not required to transfer
or exchange any Note for a period of 15 days before a selection of Notes to be
redeemed.
 
    The registered holder of a Note will be treated as the owner of it for all
purposes.
 
AMENDMENT, SUPPLEMENT AND WAIVER
 
    Except as provided below, the Indenture or the Notes may be amended or
supplemented with the consent of the holders of at least a majority in principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes).
 
    Without the consent of each holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting holder): (a) reduce the
principal amount of Notes whose holders must consent to an amendment, supplement
or waiver, (b) reduce the principal of or change the fixed maturity of any Note
or alter the provisions with respect to the redemption of the Notes, (c) reduce
the rate of or change the time for payment of interest on any Note, (d) waive a
Default in the payment of principal of or premium, interest or Liquidated
Damages on the Notes (except a rescission of acceleration of the Notes by the
holders of at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration), (e) make
any Note payable in money other than that stated in the Notes, (f) make any
change in the provisions of the Indenture relating to waivers of past Defaults
or the rights of holders of Notes to receive payments of principal of or
premium, interest or Liquidated Damages on the Notes, (g) waive a redemption
payment with respect to any Note or (h) make any change in the foregoing
amendment and waiver provisions.
 
    Notwithstanding the foregoing, without the consent of any holder of Notes,
the Company and the Trustee may amend or supplement the Indenture or the Notes
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
 
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<PAGE>
assumption of the Company's obligations to holders of Notes in the case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the holders of Notes or that does not adversely affect the
legal rights under the Indenture of any such holder, or to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.
 
CONCERNING THE TRUSTEE
 
    The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
or resign.
 
    The holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case a Default shall occur
(which shall not be cured), the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
holder of Notes, unless such holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.
 
ADDITIONAL INFORMATION
 
    Anyone who receives this Prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Planet Hollywood
International, Inc., 8669 Commodity Circle, Orlando, Florida 32819, attention
Chief Financial Officer.
 
BOOK ENTRY, DELIVERY AND FORM
 
    The New Notes will be represented by one or more Notes in registered, global
form without interest coupons (collectively, the "Global Notes"). The Global
Notes will be deposited upon issuance with the Trustee as custodian for The
Depository Trust Company ("DTC"), in New York, New York, and registered in the
name of DTC or its nominee, in each case for credit to an account of a direct or
indirect participant in DTC as described below.
 
    Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for Notes
in certificated form except in the limited circumstances described below. See
"--Exchange of Book-Entry Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of Certificated Notes
(as defined below). Transfers of beneficial interests in the Global Notes will
be subject to the applicable rules and procedures of DTC and its direct or
indirect participants (including, if applicable, those of Euroclear and Cedel),
which may change from time to time.
 
    Initially, the Trustee will act as Paying Agent and Registrar. The Notes may
be presented for registration of transfer and exchange at the offices of the
Registrar.
 
DEPOSITORY PROCEDURES
 
    The following description of the operations and procedures of DTC, Euroclear
and Cedel are provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems
and are subject to changes by them from time to time. The Company
 
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<PAGE>
takes no responsibility for these operations and procedures and urges investors
to contact the system or their participants directly to discuss these matters.
 
    DTC has advised the Company that DTC is a limited purpose trust company
created to hold securities for its participating organizations (collectively,
the "Participants") and to facilitate the clearance and settlement of
transactions in those securities between Participants through electronic
book-entry changes in accounts of its Participants. The Participants include
securities brokers and dealers (including the Initial Purchasers), banks, trust
companies, clearing corporations and certain other organizations. Access to
DTC's system is also available to other entities such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the Indirect
Participants. The ownership interests in, and transfers of ownership interests
in, each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.
 
    DTC has also advised the Company that, pursuant to procedures established by
it, (i) upon deposit of the Global Notes, DTC will credit the accounts of
Participants designated by the Initial Purchasers with portions of the principal
amount of the Global Notes and (ii) ownership of such interests in the Global
Notes will be shown on, and the transfer of ownership thereof will be effected
only through, records maintained by DTC (with respect to the Participants) or by
the Participants and the Indirect Participants (with respect to other owners of
beneficial interest in the Global Notes).
 
    EXCEPT AS DESCRIBED BELOW, OWNERS OF INTEREST IN THE GLOBAL NOTES WILL NOT
HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF
NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR
"HOLDERS" THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.
 
    Payments in respect of the principal of, and premium, if any, Liquidated
Damages, if any, and interest on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered Holder
under the Indenture. Under the terms of the Indenture, the Company and the
Trustee will treat the persons in whose names the Notes, including the Global
Notes, are registered as the owners thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. Consequently, neither
the Company, the Trustee nor any agent of the Company or the Trustee has or will
have any responsibility or liability for (i) any aspect of DTC's records or any
Participant's or Indirect Participant's records relating to or payments made on
account of beneficial ownership interest in the Global Notes, or for
maintaining, supervising or reviewing any of DTC's records or any Participant's
or Indirect Participant's records relating to the beneficial ownership interests
in the Global Notes or (ii) any other matter relating to the actions and
practices of DTC or any of its Participants or Indirect Participants. DTC has
advised the Company that its current practice, upon receipt of any payment in
respect of securities such as the Notes (including principal and interest), is
to credit the accounts of the relevant Participants with the payment on the
payment date, in amounts proportionate to their respective holdings in the
principal amount of beneficial interest in the relevant security as shown on the
records of DTC unless DTC has reason to believe it will not receive payment on
such payment date. Payments by the Participants and the Indirect Participants to
the beneficial owners of Notes will be governed by standing instructions and
customary practices and will be the responsibility of the Participants or the
Indirect Participants and will not be the responsibility of DTC, the Trustee or
the Company. Neither the Company nor the Trustee will be liable for any delay by
DTC or any of its Participants in identifying the beneficial owners of the
Notes, and the Company and the Trustee may conclusively rely on and will be
protected in relying on instructions from DTC or its nominee for all purposes.
 
    Except for trades involving only Euroclear and Cedel participants, interests
in the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds
Settlement System and secondary market trading activity in such interests will,
therefore, settle in immediately available funds, subject in all cases to the
rules and procedures of DTC and its Participants. See "--Same-Day Settlement and
Payment."
 
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<PAGE>
    Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same day funds, and transfers between
participants in Euroclear and Cedel will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
 
    Cross-market transfers between the Participants in DTC, on the one hand, and
Euroclear or Cedel participants, on the other hand, will be effected through DTC
in accordance with DTC's rules on behalf of Euroclear or Cedel, as the case may
be, by its respective depositary; however, such cross-market transactions will
require delivery of instructions to Euroclear or Cedel, as the case may be, by
the counter-party in such system in accordance with the rules and procedures and
within the established deadlines (Brussels time) of such system. Euroclear or
Cedel, as the case may be, will, if the transaction meets its settlement
requirements, deliver instructions to its respective depositary to take action
to effect final settlement on its behalf by delivering or receiving interests in
the relevant Global Note in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC.
Euroclear participants and Cedel participants may not deliver instructions
directly to the depositories for Euroclear or Cedel.
 
    DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Notes only at the direction of one or more Participants to
whose account DTC has credited the interests in the Global Notes and only in
respect of such portion of the aggregate principal amount of the Notes as to
which such Participant or Participants has or have given such direction.
However, if there is an Default under the Notes, DTC reserves the right to
exchange the Global Notes for legended Notes in certificated form, and to
distribute such Notes to its Participants.
 
    Although DTC, Euroclear and Cedel have agreed to the foregoing procedures to
facilitate transfers of interests in the Global Notes among Participants in DTC,
Euroclear and Cedel, they are under no obligation to perform or to continue to
perform such procedures, and such procedures may be discontinued at any time.
Neither the Company nor the Trustee nor any of their respective agents will have
any responsibility for the performance by DTC, Euroclear or Cedel or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
 
EXCHANGE OF BOOK-ENTRY NOTES FOR CERTIFICATED NOTES
 
    A Global Note is exchangeable for definitive Notes in registered
certificated form ("Certificated Notes") if (i) DTC (x) notifies the Company
that it is unwilling or unable to continue as depositary for the Global Notes
and the Company thereupon fails to appoint a successor depositary or (y) has
ceased to be a clearing agency registered under the Exchange Act and the Company
fails to appoint a successor, (ii) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of the Certificated
Notes or (iii) there shall have occurred and be continuing a Default with
respect to the Notes. In all cases, Certificated Notes delivered in exchange for
any Global Note or beneficial interests therein will be registered in the names,
and issued in any approved denominations, requested by or on behalf of the
depositary (in accordance with its customary procedures) and will bear the
applicable restrictive legend referred to in "Notice to Investors," unless the
Company determines otherwise in compliance with applicable law.
 
SAME-DAY SETTLEMENT AND PAYMENT
 
    The Indenture will require that payments in respect of the Notes represented
by the Global Notes (including principal, premium, if any, interest and
Liquidated Damages, if any) be made by wire transfer of immediately available
funds to the accounts specified by the Holder of such Global Notes. With respect
to Notes in certificated form, the Company will make all payments of principal,
premium, if any, interest and Liquidated Damages, if any, by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or,
if no such account is specified, by mailing a check to each such Holder's
registered address. The Notes represented by the Global Notes are eligible to
trade in the PORTAL market and to
 
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<PAGE>
trade in the Depositary's Same-Day Funds Settlement System, and any permitted
secondary market trading activity in such Notes will, therefore, be required by
the Depositary to be settled in immediately available funds. The Company expects
that secondary trading in any certificated Notes will also be settled in
immediately available, funds.
 
    Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a Global Note from a Participant in
DTC will be credited, and any such crediting will be reported to the relevant
Euroclear or Cedel participant, during the securities settlement processing day
(which must be a business day for Euroclear and Cedel) immediately following the
settlement date of DTC. DTC has advised the Company that cash received in
Euroclear or Cedel as a result of sales of interests in a Global Note by or
through a Euroclear or Cedel participant to a Participant in DTC will be
received with value on the settlement date of DTC but will be available in the
relevant Euroclear or Cedel cash account only as of the business day for
Euroclear or Cedel following DTC's settlement date.
 
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
 
    Holders of the New Notes are not entitled to any registration rights with
respect to the New Notes. Pursuant to the Registration Rights Agreement (the
"Registration Rights Agreement") entered into between the Company and the
Initial Purchasers for the benefit of the holders of Transfer Restricted
Securities on the Issue Date, the Company agreed to file the Exchange Offer
Registration Statement with the Commission on the appropriate form under the
Securities Act with respect to the New Notes. The registration statement of
which this Prospectus is a part constitutes the Exchange Offer Registration
Statement. The Registration Rights Agreement provides that if (a) the Company is
not required to file the Exchange Offer Registration Statement or permitted to
consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy or (b) any holder of Transfer Restricted
Securities notifies the Company prior to the 20th day following consummation of
the Exchange Offer that (i) it is prohibited by law or Commission policy from
participating in the Exchange Offer or (ii) that it may not resell the New Notes
acquired by it in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales or (iii) that it is a
broker-dealer and owns Notes acquired directly from the Company or an affiliate
of the Company, the Company will file with the Commission the Shelf Registration
Statement to cover resales of the Notes by the Holders thereof who satisfy
certain conditions relating to the provision of information in connection with
the Shelf Registration Statement. The Company will use its best efforts to cause
the applicable registration statement to be declared effective as promptly as
possible by the Commission. For purposes of the foregoing, "Transfer Restricted
Securities" means each Old Note until (A) the date on which such Old Note has
been exchanged by a person other than a broker-dealer for a New Note in the
Exchange Offer, (B) following the exchange by a broker-dealer in the Exchange
Offer of an Old Note for a New Note, the date on which such New Note is sold to
a purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (C) the date on which such Old Note has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (D) the date on which such Old Note is distributed to
the public pursuant to Rule 144 under the Act.
 
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<PAGE>
    The Registration Rights Agreement provides that (a) the Company will file an
Exchange Offer Registration Statement with the Commission on or prior to 45 days
after the Closing Date, (b) the Company will use its best efforts to have the
Exchange Offer Registration Statement declared effective by the Commission on or
prior to 150 days after the Closing Date, (c) unless the Exchange Offer would
not be permitted by applicable law or Commission policy, the Company will
commence the Exchange Offer and use its best efforts to issue on or prior to 25
business days after the date on which the Exchange Offer Registration Statement
was declared effective by the Commission, New Notes in exchange for all Old
Notes tendered prior thereto in the Exchange Offer and (d) if obligated to file
the Shelf Registration Statement, the Company will use its best efforts to file
the Shelf Registration Statement with the Commission on or prior to 45 days
after such filing obligation arises and to cause the Shelf Registration to be
declared effective by the Commission on or prior to 150 days after such
obligation arises. If (i) the Company fails to file any of the registration
statements required by the Registration Rights Agreement on or before the date
specified for such filing, (ii) any of such registration statement is not
declared effective by the Commission on or prior to the date specified for such
effectiveness (the "Effectiveness Target Date"), (iii) the Company fails to
consummate the Exchange Offer within 25 business days of the Effectiveness
Target Date with respect to the Exchange Offer Registration Statement or (iv)
the Shelf Registration Statement or the Exchange Offer Registration Statement is
declared effective but thereafter ceases to be effective or usable in connection
with resales of Transfer Restricted Securities during the periods specified in
the Registration Rights Agreement (each such event referred to in clauses (i)
through (iv) above, a "Registration Default"), Liquidated Damages will accrue on
the Notes subject to the respective and applicable registration statements from
and including the day following such Registration Default to but excluding the
day on which such Registration Default has been cured. Liquidated Damages will
be paid semi-annually in arrears, with the first semi-annual payment due on the
first interest payment date following the date on which such Liquidated Damages
begin to accrue, and will accrue at a rate per annum of 25 basis points (0.25%)
of the principal amount of Notes held, which rate shall increase by an
additional 25 basis points (0.25%) per annum on the first day of any subsequent
90-day period that the Registration Default remains uncured up to a maximum rate
equal to 100 basis points (1.0%) per annum. Following the cure of all
Registration Defaults, the accrual of Liquidated Damages will cease.
 
CERTAIN DEFINITIONS
 
    Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as any
other capitalized terms used herein for which no definition is provided.
 
    "AFFILIATE"  of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; PROVIDED, HOWEVER,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.
 
    "ALADDIN GAMING"  means the joint venture between the Company and Aladdin
Gaming LLC to construct, own and operate a music-themed hotel, casino and
entertainment center as part of a complex at the center of Las Vegas Boulevard
in Las Vegas, Nevada.
 
    "ASSET SALE"  means (a) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback), excluding sales of inventory and licensing of intellectual property
in the ordinary course of business (provided that the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by the provisions
of the Indenture described above under the caption "--Change of
 
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Control" and/or the provisions described above under the caption "--Merger,
Consolidation or Sale of Assets" and not by the provisions of the Asset Sale
covenant), and (b) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Restricted Subsidiaries (other
than directors' qualifying shares), in the case of either clause (a) or (b),
whether in a single transaction or a series of related transactions (i) that
have a fair market value in excess of $1.0 million or (ii) for net proceeds in
excess of $1.0 million. Notwithstanding the foregoing, (A) a transfer of assets
by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary, (B) an issuance of Equity Interests
by a Restricted Subsidiary to the Company or to another Restricted Subsidiary,
(C) a Permitted Investment or a Restricted Payment that is permitted by the
covenant described above under the caption "--Restricted Payments" and (D)
Permitted Asset Swaps will not be deemed to be Asset Sales for purposes of the
covenant described under "--Repurchases at the Option of Holders--Asset Sales."
 
    "AVERAGE LIFE"  means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.
 
    "CAPITAL LEASE OBLIGATION"  means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.
 
    "CAPITAL STOCK"  means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.
 
    "CASH EQUIVALENTS"  means (a) United States dollars, (b) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof having maturities of not more than six
months from the date of acquisition, (c) certificates of deposit and Eurodollar
time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $500 million and a Keefe Bank Watch Rating of
"B" or better, (d) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (b) and (c)
above entered into with any financial institution meeting the qualifications
specified in clause (c) above and (d) commercial paper having the highest rating
obtainable from Moody's Investors Service, Inc. or Standard & Poor's Corporation
and in each case maturing within six months after the date of acquisition.
 
    A "CHANGE OF CONTROL" will be deemed to have occurred upon the occurrence of
any of the following: (a) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the
Company and its Restricted Subsidiaries, taken as a whole, to any "person" or
"group" (as such terms are used in Section 13(d) of the Exchange Act) (whether
or not otherwise in compliance with the Indenture), other than to a Permitted
Holder; (b) the adoption of a plan relating to the liquidation or dissolution of
the Company; (c) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" or "group" (as such terms are used in Section 13(d)(3) of the Exchange
Act) other than a Permitted Holder becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of more than 35% of the then outstanding Voting Stock of the Company
on a fully-diluted basis, PROVIDED, HOWEVER, that the Permitted Holders
 
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beneficially own (as defined above), directly or indirectly, in the aggregate a
lesser percentage of the total voting power of the Voting Stock of the Company
than such "person" or "group" and do not have the right or ability by voting
power, contract or otherwise to elect or designate for election a majority of
the Board of Directors; or (d) the first day on which more than a majority of
the members of the Board of Directors are not Continuing Directors.
 
    "CONSOLIDATED CASH FLOW"  means, with respect to any Person for any period,
the Consolidated Net Income and Fixed Charges of such Person for such period
plus, to the extent deducted or excluded in calculating Consolidated Net Income
for such period, (a) an amount equal to any extraordinary loss plus any net loss
realized in connection with an Asset Sale, (b) provision for taxes based on
income or profits of such Person and its Restricted Subsidiaries, (c)
depreciation and amortization (including amortization of goodwill and other
intangibles and amortization of pre-opening expenses but excluding amortization
of other prepaid cash expenses that were paid in a prior period) of such Person
and its Restricted Subsidiaries, and (d) all other non-cash charges of such
Person and its Restricted Subsidiaries except to the extent such non-cash
charges are in contemplation of or in connection with future cash obligations,
in each case, on a consolidated basis and determined in accordance with GAAP.
 
    "CONSOLIDATED NET ASSETS"  means the total assets of the Company determined
on a consolidated basis in accordance with GAAP, less current liabilities except
for notes payable and current maturities of long-term Indebtedness, including
current portions payable of Capital Lease Obligations.
 
    "CONSOLIDATED NET INCOME"  means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; PROVIDED,
HOWEVER, that (a) the Net Income (but not loss) of any Person (other than the
referent Person) that is not a Restricted Subsidiary or that is accounted for by
the equity method of accounting shall be included only to the extent of the
amount of dividends or distributions paid in cash to the referent Person or a
Restricted Subsidiary thereof, (b) the Net Income of any Restricted Subsidiary
shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at
the date of determination permitted without any prior governmental approval
(that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, (c) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded and (d) the cumulative effect of a change in
accounting principles shall be excluded.
 
    "CONSOLIDATED NET WORTH"  means, with respect to any Person as of any date,
the total of the amounts shown on the balance sheet of such Person and its
consolidated Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as of the end of such Person's most recent fiscal quarter
ending at least 45 days prior to the taking of any action for the purpose of
which the determination is being made, as (i) the par or stated value of all
outstanding Capital Stock of such person plus (ii) paid-in capital or capital
surplus relating to such Capital Stock plus (iii) any retained earnings or
earned surplus less (A) any accumulated deficit and (B) any amounts attributable
to Disqualified Stock.
 
    "CONTINUING DIRECTORS"  means, as of any date of determination, any member
of the Board of Directors who (a) was a member of the Board of Directors on the
Issue Date or (b) was nominated for election to the Board of Directors with the
approval of at least two-thirds of the Continuing Directors who were members of
the Board of Directors at the time of such nomination or election.
 
    "CREDIT AGREEMENT"  means that certain Credit Agreement, dated as of
September 24, 1997, by and between the Company, SunTrust Bank, Central Florida,
N.A. and certain other lenders, providing for up to $20.0 million of term loan
borrowings, up to $100.0 million of revolving credit borrowings and up to $35.0
million of leveraged lease borrowings, and including any related notes,
guarantees, pledges, collateral documents, instruments and agreements executed
in connection therewith, in each case, as amended,
 
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extended, renewed, restated, supplemented or otherwise modified (in whole or in
part, and without limitation as to amount, terms, conditions, covenants and
other provisions) from time to time, and any agreement (and related document)
governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under
such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender or group of lenders.
 
    "DEFAULT"  means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
 
    "DESIGNATED SENIOR INDEBTEDNESS"  means (i) any Indebtedness outstanding
under the Credit Agreement and (ii) any other Senior Indebtedness of the Company
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10.0 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of the Indenture.
 
    "DISQUALIFIED STOCK"  means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures (other than as a
result of a "change of control" or asset sale) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the Holder thereof (other than as a result of a "change of control" or asset
sale), in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature.
 
    "EQUITY INTERESTS"  means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).
 
    "EXISTING AFFILIATE OBLIGATIONS"  means obligations existing on, or pursuant
to an agreement in effect on the Issue Date of the Company and its Restricted
Subsidiaries with Affiliates of the Company or its Restricted Subsidiaries and
any amendments thereto that do not adversely affect the rights of the holders of
Notes (as determined by resolution of the disinterested members of the Board of
Directors of the Company), until such obligations are extinguished.
 
    "EXISTING INDEBTEDNESS"  means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the Issue Date, until such amounts are repaid.
 
    "EXISTING JOINT VENTURES"  means Aladdin Gaming, Official All Star Hotel,
Planet Hollywood Hotel and Planet Movies.
 
    "FIXED CHARGES"  means, with respect to any Person for any period, the sum,
without duplication, of (a) the consolidated interest expense of such Person and
its Restricted Subsidiaries for such period (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations), (b) the consolidated interest expense
of such Person and its Restricted Subsidiaries that was capitalized during such
period, (c) any interest expense on Indebtedness of another Person that is
guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (whether or
not such guarantee or Lien is called upon) and (d) the product of (i) all
dividend payments, whether or not in cash, on any series of preferred stock of
such Person or any of its Restricted Subsidiaries, other than dividend payments
on Equity Interests payable solely in Equity Interests of the Company, times
(ii) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory tax rate
of such Person, expressed as a decimal, in each case, on a consolidated basis
and in accordance with GAAP.
 
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<PAGE>
    "FIXED CHARGE COVERAGE RATIO"  means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period; PROVIDED, HOWEVER, that (a)
if the Company or any Restricted Subsidiary has Incurred any Indebtedness since
the beginning of such period that remains outstanding or if the transaction
giving rise to the need to calculate the Fixed Charge Coverage Ratio is an
Incurrence of Indebtedness, or both, Consolidated Cash Flow and Fixed Charges
for such period shall be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been Incurred on the first day of
such period and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period, (b) if the
Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if
any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been
replaced) on the date of the transaction giving rise to the need to calculate
the Fixed Charge Coverage Ratio, Consolidated Cash Flow and Fixed Charges for
such period shall be calculated on a pro forma basis as if such discharge had
occurred on the first day of such period and as if the Company or such
Restricted Subsidiary has not earned the interest income actually earned during
such period in respect of cash used to repay, repurchase, defease or otherwise
discharge such Indebtedness, (c) if since the beginning of such period the
Company or any Restricted Subsidiary shall have made any Asset Sale, the
Consolidated Cash Flow for such period shall be reduced by an amount equal to
the Consolidated Cash Flow (if positive) directly attributable to the assets
which are the subject of such Asset Sale for such period, or increased by an
amount equal to the Consolidated Cash Flow (if negative), directly attributable
thereto for such period and Fixed Charges for such period shall be reduced
(without duplication of reducing made pursuant to clause (b) above) by an amount
equal to the Fixed Charges directly attributable to any Indebtedness of the
Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise
discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Sale for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold in whole but not in part, the
Fixed Charges for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such sale), (d) if
since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) shall have made an investment in any Restricted Subsidiary
(or any person which becomes a Restricted Subsidiary) or an acquisition of
assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, which constitutes all
or substantially all of an operating unit of a business, Consolidated Cash Flow
and Fixed Charges for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period and (e) if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset Sale,
any Investment or acquisition of assets that would have required an adjustment
pursuant to clause (c) or (d) above if made by the Company or a Restricted
Subsidiary during such period, Consolidated Cash Flow and Fixed Charges for such
period shall be calculated after giving pro forma effect thereto as if such
Asset Sale, Investment or acquisition occurred on the first day of such period.
For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Fixed Charges associated with any Indebtedness Incurred in connection
therewith, the pro forma calculations shall be determined in good faith by the
principal financial officer of the Company in compliance with Regulation S-X
under the Securities Act. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest of such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Interest Rate Agreement has
a remaining term in excess of 12 months) and (f) the Fixed Charges attributable
to discontinued operations, as determined in accordance with GAAP, shall be
excluded, but only to the extent
 
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that the obligations giving rise to such Fixed Charges will not be obligations
of the referent Person or any of its Restricted Subsidiaries following the date
of determination.
 
    "GAAP"  means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.
 
    "GAMING AUTHORITY"  means any agency, authority, board, bureau, commission,
department, office or instrumentality of any nature whatsoever of the United
States or foreign government, any state, province or any city or other political
subdivision, whether now or hereafter existing, or any officer or official
thereof, including without limitation, the Nevada Gaming Commission, the Nevada
State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board,
with authority to regulate any gaming operation (or proposed gaming operation)
owned, managed or operated by the Company or any of its Subsidiaries.
 
    "HEDGING OBLIGATIONS"  means, with respect to any Person, the obligations of
such Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.
 
    "INCUR"  means create, incur, issue, assume, guarantee or otherwise become
liable, directly or indirectly, contingently or otherwise, for any Indebtedness.
The term "Incurrence" when used as a noun shall have a correlative meaning. The
accretion of principal of a non-interest bearing or other discount security
shall not be deemed the Incurrence of Indebtedness.
 
    "INDEBTEDNESS"  means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, as well as all Indebtedness of others
secured by a Lien on any asset of such Person (whether or not such Indebtedness
is assumed by such Person) and, to the extent not otherwise included, the
guarantee by such Person of any Indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be (a) the accreted value
thereof, in the case of any Indebtedness that does not require current payments
of interest, and (b) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other
Indebtedness. Except as required by the prior sentence, Indebtedness shall not
include any interest or similar obligations.
 
    "INVESTMENTS"  means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount
 
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determined as provided in the final paragraph of the covenant described above
under the caption "--Certain Covenants--Restricted Payments."
 
    "LIEN"  means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).
 
    "NET INCOME"  means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (a) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (i) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (ii)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (b) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).
 
    "NET PROCEEDS"  means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale, but only as and when
received, and excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets), net of (i) the direct costs relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees, and sales commissions and all title and recording taxes) and any
relocation expenses incurred as a result thereof, (ii) taxes paid or payable as
a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), (iii) amounts required to be
applied to the repayment of Indebtedness (other than under the Credit Agreement)
secured by a Lien on the asset or assets that were the subject of such Asset
Sale, (iv) and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP and (v) all distributions
and other payments required to be made to minority interest holders in a
Subsidiary as a result of an Asset Sale involving the assets of such Subsidiary
in proportion to such minority interest holders' respective ownership interests
in the Subsidiary.
 
    "NON-RECOURSE DEBT"  means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.
 
    "OBLIGATIONS"  means, with respect to any Indebtedness, any principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing such Indebtedness.
 
    "OFFICIAL ALL STAR HOTEL"  means the joint venture to acquire, develop and
operate a sports-themed hotel and entertainment complex at 401 Seventh Avenue in
New York City across from Madison Square Garden.
 
    "PERMITTED ASSET SWAPS"  means the exchange (i) by the Company or any of its
Restricted Subsidiaries of assets that the Board of Directors determines in good
faith are not core assets of the Company's
 
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business (ii) for assets (which may consist of an Equity Interest in the
business using such exchanged assets) of comparable value as determined by the
Board of Directors; PROVIDED, HOWEVER, that if the Consolidated Cash Flow of the
Company represented by such assets exceeds $5.0 million, the Company shall have
obtained an opinion from an investment banking firm of national standing to the
effect that such exchange is fair to the Company from a financial point of view.
 
    "PERMITTED BUSINESS"  means the business of developing and promoting
consumer brands in the entertainment, dining and lodging sectors and the lines
of businesses and services that are related to or complementary to the
foregoing.
 
    "PERMITTED HOLDER"  means each of Keith Barish, Robert Earl, Planet
Hollywood Holdings Pte. and their respective Affiliates.
 
    "PERMITTED INVESTMENTS"  means (a) any Investment in the Company or in a
Restricted Subsidiary, (b) any Investment in Cash Equivalents, (c) any
Investment by the Company or any Restricted Subsidiary in a Person if as a
result of such Investment (i) such Person becomes a Restricted Subsidiary or
(ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Restricted Subsidiary, (d) any Restricted Investment made as a
result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with the covenant described above under the
caption "--Asset Sales," (e) any Investment to the extent acquired in exchange
for the issuance of Equity Interests (other than Disqualified Stock) of the
Company, (f) Investments in the Existing Joint Ventures in an aggregate amount,
when taken together with all other Investments made pursuant to this clause (f)
that are at the time outstanding, that does not exceed $175.0 million and (g)
other Investments in any Person in an aggregate amount, when taken together with
all other Investments made pursuant to this clause (g) that are at the time
outstanding, that does not exceed $50.0 million.
 
    "PERMITTED JUNIOR SECURITIES"  means Equity Interests in the Company or debt
securities that are subordinated to all Senior Indebtedness (and any debt
securities issued in exchange for Senior Indebtedness) to substantially the same
extent as, or to a greater extent than, the Notes are subordinated to Senior
Indebtedness pursuant to the subordination provisions of the Indenture.
 
    "PERMITTED REFINANCING INDEBTEDNESS"  means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that (i) such
Refinancing Indebtedness has a stated maturity no earlier than the stated
maturity of the Indebtedness being Refinanced, (ii) such Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being Refinanced and (iii) such Refinancing Indebtedness has an aggregate
principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if
Incurred with original issue discount, the aggregate accreted value) then
outstanding or committed (plus fees and expenses, including any premium and
defeasance costs) under the Indebtedness being Refinanced; PROVIDED FURTHER,
HOWEVER, that Permitted Refinancing Indebtedness shall not include Indebtedness
of a Subsidiary that Refinances Indebtedness of the Company.
 
    "PERSON"  means a natural person, company, corporation, partnership,
government, political subdivision, agency or instrumentality of a government, or
any other entity.
 
    "PLANET HOLLYWOOD HOTEL"  means the joint venture to acquire and develop a
movie-themed hotel in Times Square in Manhattan, New York.
 
    "PLANET MOVIES"  means the joint venture between the Company and AMC
Entertainment, Inc. to develop, own and operate a series of multi-screen, movie
theatre megaplexes that will include restaurants as well as various refreshment
and merchandise kiosks.
 
                                       85
<PAGE>
    "PUBLIC EQUITY OFFERING"  means a bona fide underwritten sale to the public
of Class A Common Stock of the Company pursuant to a registration statement
(other than on Form S-8 or any other form relating to securities issuable under
any benefit plan of the Company) that is declared effective by the Commission.
 
    "REFINANCE"  means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.
 
    "RESTRICTED INVESTMENT"  means an Investment other than a Permitted
Investment.
 
    "RESTRICTED SUBSIDIARY"  means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
 
    "SENIOR INDEBTEDNESS"  means, with respect to the Company, (i) Obligations
of the Company with respect to the Credit Agreement and (ii) any other
Indebtedness permitted to be Incurred by the Company under the terms of the
Indenture, unless the instrument under which such Indebtedness is Incurred
expressly provides that it is PARI PASSU with or subordinated in right of
payment to the Notes. Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness shall not include (a) any obligation of the Company to any
Restricted Subsidiary or Affiliate of the Company, (b) any liability for
Federal, state, foreign, local or other taxes owed or owing by the Company, (c)
any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities), (d) any Indebtedness that is Incurred in violation
of the Indenture on or after the Issue Date.
 
    "SENIOR SUBORDINATED INDEBTEDNESS"  means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank PARI PASSU with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.
 
    "SIGNIFICANT SUBSIDIARY"  means any Restricted Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Issue Date (except that all references to 10% therein shall be deemed to be
references to 5%).
 
    "STATED MATURITY"  means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
 
    "SUBORDINATED INDEBTEDNESS"  means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which is subordinate or
junior in right of payment to the Notes pursuant to a written agreement.
 
    "SUBSIDIARY"  means, with respect to a Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof); PROVIDED, HOWEVER,
that, with respect to the Company, its Subsidiaries directly investing in and
responsible for Aladdin Gaming and Planet Movies, and any Subsidiary of the
Company that is a general or managing partner of an entity majority owned by
Planet Movies, shall not be a
 
                                       86
<PAGE>
Subsidiary for purposes of this Indenture; PROVIDED FURTHER, HOWEVER, that, with
respect to the Company and except with regard to Subsidiaries that own in the
aggregate less than 5% of the Consolidated Net Assets of the Company, at least
80% of the outstanding Capital Stock of each Subsidiary shall be owned by the
Company or a Subsidiary of the Company.
 
    "UNRESTRICTED SUBSIDIARY"  means (i) any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (c) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; and (e) has at least one director
on its board of directors that is not a director or executive officer of the
Company or any of its Restricted Subsidiaries and has at least one executive
officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries. Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by the covenant described under "--Certain Covenants-- Restricted
Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under the covenant described under
"--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock," the Company shall be in default of such covenant). The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; PROVIDED, HOWEVER, that such designation shall be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
the covenant described under "--Certain Covenants--Incurrence of Indebtedness
and Issuance of Preferred Stock," calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period,
and (ii) no Default would be in existence following such designation.
 
    "VOTING STOCK"  of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.
 
                                       87
<PAGE>
                        DESCRIPTION OF CREDIT AGREEMENT
 
    The description set forth below does not purport to be complete and is
subject, and qualified in its entirety by reference, to the provisions of the
Credit Agreement. Certain capitalized terms used below are defined in the Credit
Agreement and have the meaning assigned to them therein.
 
    The Company is party to the $100.0 million Credit Agreement, dated as of
September 18, 1997, as amended October 1, 1997, as amended and restated March
25, 1998 (the "Credit Agreement"), by and among the Company, SunTrust Bank,
Central Florida, N.A. ("STB") and a consortium of other lenders. The Credit
Agreement consists of (i) a two-year revolving credit facility (the "Revolving
Facility") (with a one-year extension option if certain financial tests are
satisfied) in an aggregate principal amount of $65.0 million, of which up to
$25.0 million is available for multicurrency advances and up to $10.0 million is
available for the issuance of letters of credit, and (ii) a three-year
LIBOR-based leveraged lease facility (the "Lease Facility") in an aggregate
principal amount of $35.0 million. Borrowings under the Revolving Facility are
intended to finance the general corporate needs of the Company, including
working capital, capital expenditures, acquisitions and stock repurchases.
Borrowings under the leveraged lease facility are intended to fund the
construction of the new PLANET HOLLYWOOD restaurant-condominium unit in the
PLANET HOLLYWOOD HOTEL.
 
    Loans and letters of credit under the Revolving Facility are available at
any time prior to, in the case of loans, the final maturity of the Revolving
Facility and, in the case of letters of credit, the fifth business day prior to
the final maturity of the Revolving Facility. Nothing has been drawn under the
Revolving Facility and $33.0 million is outstanding under the Lease Facility.
 
    Borrowings under the Credit Agreement bear interest, at the Company's
option, at a rate per annum equal to the then Base Rate or the LIBO rate plus an
Applicable Margin. Base Rate borrowings are at the higher of STB's prime rate
and the Federal funds rate plus .50%. The Applicable Margin for all LIBO rate
loans is 3.0%
 
    Any loans under the Credit Agreement may be prepaid without premium or
penalty (subject to reimbursement of customary breakage costs) and commitments
may be reduced by the Company in minimum amounts starting at $5.0 million and
increasing only in $1.0 million increments thereafter. Any amount repaid or
prepaid under the Lease Facility may not be reborrowed.
 
    The obligations of the Company under the Credit Agreement are guaranteed by
each of the Company's Material Subsidiaries (other than Foreign Subsidiaries and
certain other Subsidiaries identified in Schedule 7.10 of the Credit Agreement)
and the Revolving Facility will be secured by a pledge by the Company of the
stock of its Subsidiaries and a mortgage of its executive office building.
 
    The Credit Agreement contains customary representations and warranties and
affirmative covenants that, among other things, limit indebtedness, liens,
guarantee obligations, mergers, sales of assets, leases, dividends and other
payments in respect of capital stock, capital expenditures, investments,
optional payments and modifications of subordinated and other debt instruments,
transactions with affiliates, sale leasebacks and negative pledge clauses. The
Credit Agreement also contains financial covenants including, but not limited
to, minimum interest coverage and maximum leverage.
 
    The Credit Agreement contains customary events of default, including, but
not limited to, nonpayment of principal, interest or fees, material inaccuracy
of representations and warranties, violation of covenants, cross-default,
bankruptcy events, material judgments, ERISA, actual or asserted invalidity of
collateral documents and a Change of Control.
 
                                       88
<PAGE>
                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
 
    The following is a general discussion of the material U.S. Federal income
tax considerations applicable to the Exchange Offer and to holders of the Old
Notes in connection therewith. This discussion assumes that a holder of Old
Notes purchased such Old Notes for cash at original issue, and that a holder of
Old Notes holds such Old Notes as capital assets within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). The
discussion does not deal with all aspects of U.S. Federal income taxation that
may be relevant to holders of the Old Notes in light of their personal
investment circumstances, including persons holding Old Notes as part of a
conversion transaction or as part of a hedge or hedging transaction, or as a
position in a straddle for tax purposes, nor does it discuss U.S. Federal income
tax considerations applicable to certain types of investors subject to special
treatment under the U.S. Federal income tax laws, including insurance companies,
tax-exempt organizations, financial institutions or broker-dealers, and former
citizens or former residents of the United States. In addition, the discussion
does not consider the effect of any foreign, state, local, gift, estate or other
tax laws that may be applicable to a particular investor.
 
    This summary is based upon current provisions of the Code, regulations of
the Treasury Department, administrative rulings and pronouncements of the
Internal Revenue Service ("IRS") and judicial decisions currently in effect, all
of which are subject to change, possibly with retroactive effect. The Company
has not and will not seek any rulings or opinions from the IRS or counsel with
respect to the matters discussed below, and as a result, there can be no
assurance that the IRS will not take positions concerning the tax consequences
of the Exchange Offer which are different from those discussed herein.
 
    HOLDERS OF OLD NOTES SHOULD CONSULT THEIR TAX ADVISOR CONCERNING THE
APPLICATION OF U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE LAWS OF ANY STATE,
LOCAL AND FOREIGN TAXING JURISDICTIONS, TO THEIR OWNING AND DISPOSING OF NEW
NOTES AND TO EXCHANGING OLD NOTES FOR NEW NOTES IN LIGHT OF THEIR PARTICULAR
SITUATIONS.
 
    The Exchange of Old Notes for New Notes pursuant to the Exchange Offer will
not constitute a taxable exchange. As a result, (i) a holder will not recognize
taxable gain or loss as a result of exchanging Old Notes for New Notes pursuant
to the Exchange Offer; (ii) the holding period of the New Notes will include the
holding period of the Old Notes exchanged therefor; and (iii) the adjusted tax
basis of the New Notes will be the same as the adjusted tax basis of the Old
Notes exchanged therefor.
 
                              PLAN OF DISTRIBUTION
 
    Each broker-dealer that receives New Notes for its own account in connection
with the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes if such
Old Notes were acquired as a result of market-making activities or other trading
activities. The Company has agreed that for a period of 180 days after the
Expiration Date, it will make this Prospectus, as amended or supplemented,
available to any broker-dealer that requests such documents in the Letter of
Transmittal, for use in connection with any such resale. In addition, until
          , 1998 (90 days after the date of this Prospectus), all dealers
effecting transactions in the New Notes may be required to deliver a prospectus.
 
    The Company will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account in
connection with the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the New Notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for
 
                                       89
<PAGE>
its own account in connection with the Exchange Offer and any broker or dealer
that participates in a distribution of such New Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on any
such resale of New Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
 
                                 LEGAL MATTERS
 
    The validity of the New Notes offered hereby will be passed upon for the
Company by Cravath, Swaine & Moore, New York, New York.
 
                                    EXPERTS
 
    The financial statements of the Company and subsidiaries as of December 29,
1996 and December 28, 1997 and for each of the three years in the period ended
December 28, 1997 included in this Prospectus have been so included in reliance
on the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
 
                                       90
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS
 
<TABLE>
<S>                                                                                     <C>
Report of Independent Accountants.....................................................        F-2
Consolidated Statements of Operations for fiscal 1995, 1996 and 1997..................        F-3
Consolidated Balance Sheets as of December 29, 1996 and December 28, 1997.............        F-4
Consolidated Statements of Changes in Stockholders' Equity for fiscal 1995, 1996 and
  1997................................................................................        F-5
Consolidated Statements of Cash Flows for fiscal 1995, 1996 and 1997..................        F-6
Notes to Consolidated Financial Statements............................................        F-7
</TABLE>
 
                                      F-1
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
                            ------------------------
 
To the Board of Directors and Stockholders of Planet Hollywood International,
Inc.
 
    In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of changes in
stockholders' equity present fairly, in all material respects, the financial
position of Planet Hollywood International, Inc. and its subsidiaries at
December 29, 1996 and December 28, 1997, and the results of their operations and
their cash flows for each of the three years in the period ended December 28,
1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
 
PRICE WATERHOUSE LLP
Orlando, Florida
March 3, 1998
 
                                      F-2
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             (DOLLARS IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
 
<TABLE>
<CAPTION>
                                                                                 FISCAL      FISCAL      FISCAL
                                                                                  1995        1996        1997
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
Revenues:
  Direct.....................................................................  $  265,048  $  347,436  $  447,310
  Franchise..................................................................       4,000      21,400      16,100
  Royalty and other..........................................................       1,558       4,528      11,715
                                                                               ----------  ----------  ----------
                                                                                  270,606     373,364     475,125
Costs and expenses:
  Cost of sales..............................................................      76,462      93,426     124,808
  Operating..................................................................     116,805     156,893     208,484
  General and administrative.................................................      20,057      20,431      49,324
  Depreciation and amortization..............................................      22,182      27,295      38,825
  Impairment of long-lived assets............................................      --          --          48,699
                                                                               ----------  ----------  ----------
                                                                                  235,506     298,045     470,140
Income from operations.......................................................      35,100      75,319       4,985
Non-operating (income) expense:
  Interest income............................................................        (598)     (2,121)     (1,327)
  Interest expense...........................................................      11,827       4,995      --
  Equity in earnings of unconsolidated affiliates............................        (848)     (4,308)     (6,900)
  Minority interests.........................................................       3,728       1,037      --
  Gain on sale of subsidiary interests.......................................        (611)     --          --
                                                                               ----------  ----------  ----------
                                                                                   13,498        (397)     (8,227)
Income before provision for income taxes.....................................      21,602      75,716      13,212
Provision for income taxes...................................................         875      27,636       4,954
                                                                               ----------  ----------  ----------
Income before extraordinary item.............................................      20,727      48,080       8,258
Extraordinary loss on early extinguishment of debt (net of income tax benefit
  of $5,991).................................................................      --          10,421      --
                                                                               ----------  ----------  ----------
Net income...................................................................  $   20,727  $   37,659  $    8,258
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Earnings per share:
  BASIC
    Income before extraordinary item.........................................  $     0.26  $     0.47  $     0.08
    Extraordinary item.......................................................      --           (0.10)     --
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     0.26  $     0.37  $     0.08
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
  DILUTED
    Income before extraordinary item.........................................  $     0.25  $     0.47  $     0.08
    Extraordinary item.......................................................      --           (0.10)     --
                                                                               ----------  ----------  ----------
    Net income...............................................................  $     0.25  $     0.37  $     0.08
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-3
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents..........................................................   $   49,831    $    9,089
  Accounts receivable, less allowance of $1,500 in 1997..............................       22,697        25,084
  Inventories........................................................................       20,604        42,612
  Deferred taxes.....................................................................        7,166        10,427
  Pre-opening cost, net..............................................................        8,096         6,716
  Prepaid expenses and other assets..................................................        5,479         7,082
                                                                                       ------------  ------------
    Total current assets.............................................................      113,873       101,010
Property and equipment, net..........................................................      250,108       322,949
Goodwill, net........................................................................       25,779        29,922
Deferred taxes.......................................................................       --             6,015
Other assets, net....................................................................        1,487         5,259
Investment in affiliated entities....................................................       10,013        40,404
                                                                                       ------------  ------------
    Total assets.....................................................................   $  401,260    $  505,559
                                                                                       ------------  ------------
                                                                                       ------------  ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................................................................   $   41,668    $   54,100
  Accrued expenses...................................................................       10,908        15,215
  Notes payable--current.............................................................          746         1,264
                                                                                       ------------  ------------
    Total current liabilities........................................................       53,322        70,579
Deferred rentals.....................................................................       10,329        10,798
Deferred taxes.......................................................................          849        --
Notes payable........................................................................        7,529        70,491
Deferred credits.....................................................................       17,100        15,150
                                                                                       ------------  ------------
    Total liabilities................................................................       89,129       167,018
                                                                                       ------------  ------------
Commitments and contingencies (Note 7 and Note 11)
Stockholders' equity:
  Preferred stock, $.01 par value; 25,000,000 shares authorized; none issued;
    preferences, limitations and rights to be established by the Board of
    Directors........................................................................       --            --
  Common stock--Class A voting, $.01 par value; 250,000,000 shares authorized;
    95,972,563 and 97,127,526 issued and outstanding, respectively...................          960           972
  Common stock--Class B non-voting, $.01 par value; 25,000,000 shares authorized;
    11,545,706 and 11,764,144 issued and outstanding, respectively...................          115           118
  Capital in excess of par value.....................................................      252,695       279,372
  Deferred compensation..............................................................         (525)       (4,125)
  Retained earnings..................................................................       58,386        66,644
  Cumulative currency translation adjustment.........................................          500        (4,440)
                                                                                       ------------  ------------
    Total stockholders' equity.......................................................      312,131       338,541
                                                                                       ------------  ------------
      Total liabilities and stockholders' equity.....................................   $  401,260    $  505,559
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-4
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                        COMMON STOCK              COMMON STOCK
                                          CLASS A                   CLASS B           CAPITAL IN
                                  ------------------------  ------------------------   EXCESS OF    RETAINED      DEFERRED
                                    SHARES       AMOUNT       SHARES       AMOUNT      PAR VALUE    EARNINGS    COMPENSATION
                                  -----------  -----------  -----------  -----------  -----------  -----------  -------------
<S>                               <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance at January 1, 1995......      80,000    $     800           --    $      --    $   7,568    $      --     ($    990)
Net Income......................                                                                       20,727
Celebrity restricted stock
  options.......................                                                             140
Employee restricted stock
  awards........................         100            1                                     99                        220
Currency translation
  adjustment....................
                                  -----------       -----   -----------  -----------  -----------  -----------  -------------
Balance at December 31, 1995....      80,100          801           --           --        7,807       20,727          (770)
Net Income......................                                                                       37,659
Proceeds from public offering...      11,609          116                                193,020
Shares issued for All-Star
  acquisition...................                                11,547          115
Shares issued for acquisition of
  minority interests............       1,709           17                                 35,167
Conversion of redeemable
  warrants......................       2,555           26                                 14,974
Celebrity restricted stock
  options and awards............                                                           1,727
Employee restricted stock
  awards........................                                                                                        245
Currency translation
  adjustment....................
                                  -----------       -----   -----------  -----------  -----------  -----------  -------------
Balance at December 29, 1996....      95,973          960       11,547          115      252,695       58,386          (525)
Net Income......................                                                                        8,258
Celebrity restricted stock
  options and awards............                                   218            3        5,959                     (3,800)
Proceeds from sale of stock.....       1,087           11                                 19,555
Exercise of stock options.......         108            1                                  1,163
Employee restricted stock
  awards........................                                                                                        200
Retirement of employee
  restricted stock..............         (40)
Currency translation
  adjustment....................
                                  -----------       -----   -----------  -----------  -----------  -----------  -------------
Balance at December 28, 1997....      97,128    $     972       11,765    $     118    $ 279,372    $  66,644     ($  4,125)
                                  -----------       -----   -----------  -----------  -----------  -----------  -------------
                                  -----------       -----   -----------  -----------  -----------  -----------  -------------
 
<CAPTION>
 
                                  CUMULATIVE       TOTAL
                                  TRANSLATION  STOCKHOLDERS'
                                  ADJUSTMENT      EQUITY
                                  -----------  -------------
<S>                               <C>          <C>
Balance at January 1, 1995......   $      81     $   7,459
Net Income......................                    20,727
Celebrity restricted stock
  options.......................                       140
Employee restricted stock
  awards........................                       320
Currency translation
  adjustment....................        (501)         (501)
                                  -----------  -------------
Balance at December 31, 1995....        (420)       28,145
Net Income......................                    37,659
Proceeds from public offering...                   193,136
Shares issued for All-Star
  acquisition...................                       115
Shares issued for acquisition of
  minority interests............                    35,184
Conversion of redeemable
  warrants......................                    15,000
Celebrity restricted stock
  options and awards............                     1,727
Employee restricted stock
  awards........................                       245
Currency translation
  adjustment....................         920           920
                                  -----------  -------------
Balance at December 29, 1996....         500       312,131
Net Income......................                     8,258
Celebrity restricted stock
  options and awards............                     2,162
Proceeds from sale of stock.....                    19,566
Exercise of stock options.......                     1,164
Employee restricted stock
  awards........................                       200
Retirement of employee
  restricted stock..............
Currency translation
  adjustment....................      (4,940)       (4,940)
                                  -----------  -------------
Balance at December 28, 1997....   ($  4,440)    $ 338,541
                                  -----------  -------------
                                  -----------  -------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-5
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                        FISCAL     FISCAL     FISCAL
                                                                                         1995       1996       1997
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income from operations.........................................................  $  20,727  $  48,080  $   8,258
  Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation.....................................................................      7,727     11,620     18,173
    Amortization.....................................................................     14,455     15,676     20,652
    Impairment of long-lived assets..................................................         --         --     48,699
    Amortization of discount on senior subordinated notes, debt issue costs and line
     of credit costs.................................................................      1,563      1,167         --
    Amortization of celebrity restricted stock options and awards....................        140      1,268      2,864
    Gain on sale of subsidiary interests.............................................       (611)        --         --
    Minority interests...............................................................      3,728      1,037         --
    Equity in income of unconsolidated affiliates....................................       (848)    (4,308)    (6,900)
    Changes in assets and liabilities:
      Accounts receivable............................................................     (2,599)   (15,604)    (4,959)
      Inventories....................................................................      2,245     (7,747)   (22,008)
      Prepaid expenses and other assets..............................................     (1,188)    (1,778)    (3,604)
      Preopening costs...............................................................    (15,498)   (13,916)   (18,782)
      Deferred income taxes..........................................................    (10,706)     5,711    (10,125)
      Accounts payable and accrued expenses..........................................      8,924      3,230      4,780
      Deferred rentals...............................................................      3,441      3,827        469
      Deferred credits...............................................................      2,000        100     (1,950)
      Other, net.....................................................................       (130)       467        199
                                                                                       ---------  ---------  ---------
      Net cash provided by operating activities......................................     33,370     48,830     35,766
                                                                                       ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment................................................    (80,291)   (81,675)  (124,526)
  Proceeds from sale of subsidiary interest..........................................        900         --         --
  Proceeds from sale of transportation equipment.....................................      6,450      7,936         --
  Purchase of restaurant from franchisee.............................................         --         --     (8,083)
  Purchase of minority interest......................................................       (250)        --         --
  Investment in affiliated entities..................................................     (2,408)      (131)   (22,721)
  Other..............................................................................         --         --     (1,115)
                                                                                       ---------  ---------  ---------
      Net cash used in investing activities..........................................    (75,599)   (73,870)  (156,445)
                                                                                       ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Change in restricted cash and investments..........................................      3,064        610         --
  Proceeds from issuance of senior subordinated notes................................     60,000         --         --
  Distributions to minority interests................................................     (3,209)      (271)        --
  Proceeds from issuance of common stock.............................................         --    196,581     19,137
  Proceeds from exercise of options..................................................         --         --        891
  Proceeds from issuance of notes payable............................................      6,350      3,360     63,028
  Proceeds from notes and advances from stockholders.................................     29,583         --         --
  IPO costs and financing costs capitalized..........................................         --     (3,445)        --
  Deferred financing costs...........................................................     (3,750)      (698)    (1,020)
  Repayment of stockholder notes payable.............................................    (25,194)   (70,750)        --
  Repayment of notes payable.........................................................    (14,716)   (65,439)      (883)
                                                                                       ---------  ---------  ---------
      Net cash provided by financing activities......................................     52,128     59,948     81,153
                                                                                       ---------  ---------  ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH..............................................         --         --     (1,216)
                                                                                       ---------  ---------  ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................................      9,899     34,908    (40,742)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.....................................      5,024     14,923     49,831
                                                                                       ---------  ---------  ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD...........................................  $  14,923  $  49,831  $   9,089
                                                                                       ---------  ---------  ---------
                                                                                       ---------  ---------  ---------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-6
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
    The consolidated financial statements include the accounts of Planet
Hollywood International, Inc. ("PHII") and its wholly and majority owned
subsidiaries (collectively, the "Company"). All material intercompany
transactions and accounts have been eliminated in consolidation. The Company has
interests in various entities which are not majority owned or controlled. The
Company uses the equity method to account for these interests.
 
    The Company's fiscal year is the 52 or 53 weeks ending the Sunday closest to
December 31. The fiscal years ended December 31, 1995, December 29, 1996 and
December 28, 1997 are herein referred to as "fiscal 1995", "fiscal 1996" and
"fiscal 1997", respectively. All years presented herein are 52 week years.
 
DESCRIPTION OF BUSINESS
 
    The Company's primary business is to create and develop consumer brands. To
date, the Company has promoted its brands primarily through the operation of
distinctive entertainment-oriented theme restaurants and their associated
merchandise sales. The Company currently operates under the PLANET HOLLYWOOD and
OFFICIAL ALL STAR CAFE brands. Direct revenues in the accompanying financial
statements include sales of food, beverage and merchandise.
 
CASH AND CASH EQUIVALENTS
 
    Cash and cash equivalents are defined as highly liquid investments with
original maturities of three months or less and consist of amounts held as bank
deposits and certificates of deposit.
 
INVENTORIES
 
    Inventories, consisting primarily of merchandise, are valued at the lower of
cost (determined by the first-in, first-out method) or market.
 
PREOPENING COSTS
 
    The Company capitalizes costs relating to opening of units and amortizes
such costs over the twelve months following the opening date of the unit.
 
PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is provided for by using the straight-line method over the
following useful lives:
 
<TABLE>
<CAPTION>
                                                                                            YEARS
                                                                                            -----
<S>                                                                                      <C>
Furniture and equipment................................................................        5-10
Memorabilia............................................................................          20
Leasehold improvements.................................................................        5-40
</TABLE>
 
                                      F-7
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Expenditures for additions and improvements which extend the life of the
assets are capitalized. Expenditures for normal repairs and maintenance are
charged to expense as incurred. Depreciation of memorabilia commences when it is
placed in service upon its installation at a unit location.
 
GOODWILL
 
    The excess of purchase price over the fair value of assets acquired is
amortized on a straight-line basis over 20 years. Accumulated amortization of
goodwill at December 29, 1996 and December 28, 1997 was $1,028 and $2,393,
respectively.
 
DEBT ISSUANCE COSTS
 
    Costs related to the issuance of debt are capitalized and amortized to
interest expense using the effective interest method over the term of the
related debt.
 
MINORITY INTERESTS
 
    Minority interests represent third parties' equity in the earnings or losses
in the entities which are majority owned by the Company.
 
FOOD, BEVERAGE AND MERCHANDISE REVENUES
 
    Food, beverage and merchandise revenues are recognized as the products are
sold to customers.
 
FRANCHISE AND ROYALTY REVENUES
 
    Revenues from the sale of franchises are deferred until the Company fulfills
its obligations under the franchise agreement, which is generally upon the
opening of a franchise restaurant or merchandise shop. The franchise agreements
provide for continuing royalty fees based on a percentage of gross receipts.
 
ADVERTISING AND PROMOTIONAL COSTS
 
    All costs associated with advertising and promoting the Company's brands are
expensed in the period incurred. Advertising expense for fiscal 1995, 1996 and
1997 totaled $2,103, $2,753 and $6,309, respectively.
 
INCOME TAXES
 
    Deferred taxes are provided for the tax effects of the differences between
the carrying value of assets and liabilities for tax and financial reporting
purposes. These differences relate primarily to differences in depreciable lives
and amortization periods for property and equipment and preopening costs,
deferred rentals, the timing of franchise revenue recognition, net operating
losses, certain accrued expenses and reserves. Deferred tax assets and
liabilities represent the future tax consequence of those differences.
 
    No provision is made for United States income taxes applicable to
undistributed earnings of foreign subsidiaries or affiliates that are
indefinitely reinvested in the foreign operations.
 
                                      F-8
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FOREIGN CURRENCY TRANSLATION
 
    Assets and liabilities of foreign operations are translated into United
States dollars at the year-end rate of exchange. Revenue and expense accounts
are translated at the average rate of exchange. Resulting translation
adjustments are included in the caption "Cumulative currency translation
adjustment" as a separate component of stockholders' equity. Gains and losses
from foreign currency transactions which are included in the consolidated
statements of operations were not material.
 
STOCK-BASED COMPENSATION
 
    The Company accounts for compensation costs related to employee stock
options and other forms of employee stock-based compensation plans in accordance
with the requirements of Accounting Principles Board Opinion 25 ("APB 25"). APB
25 requires compensation costs for stock-based compensation plans to be
recognized based on the difference, if any, between the fair market value of the
stock on the date of grant and the option exercise price. In October 1995, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION ("SFAS 123"). SFAS
123 established a fair value-based method of accounting for compensation costs
related to stock options and other forms of stock-based compensation plans.
However, SFAS 123 allows an entity to continue to measure compensation costs
using the principles of APB 25 if certain pro forma disclosures are made. The
Company adopted the provisions for pro forma disclosure requirements of SFAS
123.
 
    Options granted to celebrities and other non-employees are recorded at their
estimated fair value at the date of grant and the expense is recognized over the
periods benefitted, generally 5 years.
 
EARNINGS PER SHARE
 
    The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" in the fourth quarter of 1997. As a result of this
adoption, the Company has restated all periods presented in these financial
statements to reflect "basic" and "diluted" earnings per share. Basic earnings
per share is computed by dividing net income by the weighted average number of
common shares outstanding for the period. Diluted earnings per share is computed
by dividing net income by the weighted average number of common shares
outstanding plus common stock equivalents related to stock options for each
period.
 
    A reconciliation of weighted average number of common shares to weighted
average number of common shares plus common stock equivalents is as follows:
 
<TABLE>
<CAPTION>
                                                                  1995       1996       1997
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Weighted average number of common shares......................     80,000    100,741    108,465
Stock options and awards......................................        399      1,849      1,340
Warrants......................................................      1,834     --         --
                                                                ---------  ---------  ---------
Weighted average number of common shares plus common stock
  equivalents.................................................     82,233    102,590    109,805
                                                                ---------  ---------  ---------
                                                                ---------  ---------  ---------
</TABLE>
 
                                      F-9
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Options to purchase 3 million shares of common stock were not included in
the computation of diluted earnings per common share in fiscal 1997 because the
option exercise price was greater than the average market price of the common
stock.
 
LEASES
 
    The Company has various noncancelable operating and capital lease
agreements, primarily unit sites. Unit leases are established using a base
amount and/or a percentage of sales. Certain of these leases provide for
escalating lease payments over the terms of the leases. For financial statement
purposes, the total amount of base rentals over the terms of the leases is
charged to expense on the straight-line method over the lease terms. Rental
expense in excess of lease payments is recorded as a deferred rental liability.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The carrying value of cash, cash equivalents, receivables and accounts
payable approximates the fair value because of the short maturity of these
instruments. The carrying value of notes payable approximate fair value as
interest rates vary with market interest rates.
 
USE OF ESTIMATES
 
    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Estimates are used in the determination of allowances for
doubtful accounts, impairment of long-lived assets, depreciation and
amortization, and taxes, among others. Actual results could differ from those
estimates.
 
RECLASSIFICATIONS
 
    Certain reclassifications have been made in the prior years' consolidated
financial statements to conform with the fiscal 1997 presentation.
 
2. IMPAIRMENT OF LONG LIVED ASSETS
 
    Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
("SFAS 121"), was implemented by the Company in fiscal 1996. SFAS 121 states
that if the carrying value of an asset, including associated intangibles,
exceeds the sum of estimated undiscounted cash flows from the operation of the
asset, an impairment loss should be recognized for the difference between the
asset's estimated fair value and carrying value.
 
    As a result of operating losses incurred in fiscal 1997 and projected to
continue at certain restaurant units, the Company recorded a non-cash impairment
charge of $48.7 million related to a write-down of long-lived assets relating to
these non-performing domestic and foreign restaurant units. The Company
considers continued and projected operating losses or significant and long-term
changes in market conditions to be its primary indicators of potential
impairment. An impairment was recognized as the future undiscounted cash flows
for these units were estimated to be insufficient to recover the related
carrying value of the long-lived assets relating to the units. As a result, the
carrying values of these assets
 
                                      F-10
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
2. IMPAIRMENT OF LONG LIVED ASSETS (CONTINUED)
were written down to their estimated fair values, based on the Company's
estimates of future discounted cash flows.
 
3. ACQUISITIONS AND DIVESTITURES
 
    In August 1995, the Company entered into an agreement whereby the Company
purchased a 57.9% interest in All Star Cafe, Inc. ("All Star") for $567 from the
Company's President, who is a stockholder of All Star, and the All Star Cafe
Trust (the "Trust"), a trust established for the benefit of the President's
children (collectively the "Sellers").
 
    The acquisition of the 57.9% interest in All Star was accounted for using
the purchase method of accounting and the purchase price was allocated to the
assets acquired and the liabilities assumed based on their fair values at the
date of acquisition. The excess of the purchase price over the fair value of the
net assets acquired of $738 was recorded as goodwill.
 
    In February 1996, the Company entered into an agreement to acquire the
remaining minority interests in All Star. Under the terms of the agreement, the
Company issued 11,545,706 shares of Class B non-voting stock in exchange for all
of the minority interests in All Star. Due to the high degree of common control
between the Company and All Star and the lack of an exchange of monetary
consideration, the acquisition was accounted for as a reorganization of entities
under common control. Accordingly, the bases of All Star's assets and
liabilities are carried at historical cost.
 
    The following unaudited pro forma information has been prepared assuming
that the acquisition of All Star took place at the beginning of fiscal 1995. The
unaudited pro forma financial information does not purport to be indicative of
the results of operations had the transaction been effected at the beginning of
fiscal 1995, nor to project results for any future period:
 
<TABLE>
<CAPTION>
                                                                                    FISCAL 1995
                                                                                    -----------
<S>                                                                                 <C>
Revenues..........................................................................   $ 270,606
Net income........................................................................      19,374
Basic earnings per share--net income..............................................         .21
Diluted earnings per share--net income............................................         .21
</TABLE>
 
    During 1996, the Company acquired the remaining minority interests in PH
London and the minority interests in the Company's subsidiaries that operate
Planet Hollywood units in Maui, Washington D.C. and New York. These acquisitions
were accounted for using the purchase method of accounting and the purchase
price was allocated to the assets purchased and the liabilities assumed based on
their fair values at the date of acquisition. The excess of the purchase price
over the fair value of the net assets acquired was $23,090 and has been recorded
as goodwill which is being amortized on a straight line basis over twenty years.
 
    The results of operations for All Star, PH London and the minority interests
in Maui, Washington D.C. and New York after their respective acquisition dates
are included in the consolidated statement of operations.
 
    The following unaudited pro forma information has been prepared assuming
that the acquisitions of the minority interests took place at the beginning of
fiscal 1995 and 1996, respectively. The unaudited pro
 
                                      F-11
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
3. ACQUISITIONS AND DIVESTITURES (CONTINUED)
forma financial information does not purport to be indicative of the results of
operations had the transaction been effected at the beginning of fiscal 1995 and
1996, nor to project results for any future period:
 
<TABLE>
<CAPTION>
                                                                       FISCAL 1995  FISCAL 1996
                                                                       -----------  -----------
<S>                                                                    <C>          <C>
Revenues.............................................................   $ 270,606    $ 373,364
Income before extraordinary item.....................................      22,671       48,500
Net income...........................................................      22,671       38,079
Basic earnings per share before extraordinary item...................         .28          .48
Basic earnings per share--net income.................................         .28          .38
Diluted earnings per share before extraordinary item.................         .27          .47
Diluted earnings per share--net income...............................         .27          .37
</TABLE>
 
    In January 1997, the Company acquired the net assets of a domestic franchise
unit for $8,000. The acquisition was accounted for using the purchase method of
accounting and the purchase price was allocated to the assets purchased and
liabilities assumed based on their fair values at the date of acquisition. The
excess of the purchase price over the fair value of the net assets acquired,
$5,835, was recorded as goodwill and is being amortized on a straight-line basis
over twenty years.
 
    In December 1994, the Company purchased the PLANET HOLLYWOOD Cancun unit
from a former franchisee (see Note 5) for $5,600. The purchase was funded by a
$4,600 bank loan. In July 1995, the Cancun unit was sold to an affiliated
company, ECE, S.A. de C.V. ("ECE") for net book value ($1,000) and the
assumption of the related bank loan (see Note 9).
 
    During 1995, the Company sold minority interests in a limited partnership
that operated one of its units. The gain on the sale is included in the caption
"Gain on sale of subsidiary interests" in the accompanying financial statements.
 
4. PROPERTY AND EQUIPMENT
 
    The components of property and equipment are as follows:
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 29,  DECEMBER 28,
                                                                       1996          1997
                                                                   ------------  ------------
<S>                                                                <C>           <C>
Leasehold improvements...........................................   $  181,107    $  211,030
Furniture and equipment..........................................       50,855        63,396
Memorabilia......................................................       26,244        33,274
Land.............................................................       --             5,051
Capital lease facility...........................................        3,900         3,900
Construction in progress.........................................       11,854        43,965
                                                                   ------------  ------------
                                                                       273,960       360,616
Less--accumulated depreciation...................................      (23,852)      (37,667)
                                                                   ------------  ------------
                                                                    $  250,108    $  322,949
                                                                   ------------  ------------
                                                                   ------------  ------------
</TABLE>
 
                                      F-12
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
5. INVESTMENT IN UNCONSOLIDATED AFFILIATES
 
    The Company's investments in affiliated companies which are not majority
owned or controlled are accounted for using the equity method.
 
    In January 1995, the Company obtained a 50% equity interest in PH Asia,
which operates and franchises PLANET HOLLYWOOD and OFFICIAL ALL STAR units in
the Pacific Rim. The remaining interest in PH Asia is owned by an entity
controlled by a company in which a director of the Company is a major
stockholder.
 
    In July 1995, the Company acquired a 20% equity interest in ECE for $5,000.
ECE operates themed restaurant/retail units in Mexico (see Notes 3 and 9). At
the acquisition date, the Company's share of the underlying net assets of ECE
exceeded the investment by $2,900. The excess is being amortized over 20 years.
A director of the Company is also a principal stockholder of ECE. In January
1997, ECE issued 21,587,145 shares of common stock in an initial public offering
in Mexico. The Company purchased 4,317,429 shares for $6,050 in order to retain
its 20% equity interest in ECE.
 
    In September 1997, the Company entered into a venture to remodel and
renovate the Hotel Pennsylvania in New York City. During 1997, the Company
advanced the venture $9.6 million and estimates that total funding requirements
for its 20% equity investment in the venture will be $20 million. The renovated
hotel will be branded the OFFICIAL ALL STAR HOTEL, and the Company will receive
royalties for the use of its OFFICIAL ALL STAR HOTEL trademark.
 
    In December 1997, the Company entered into a venture to construct a
50-story, 560-room movie-themed hotel in New York City. During 1997, the Company
contributed $5.0 million to the venture and estimates that its total funding
requirements for its 20% equity investment in the venture will be $7.0 million.
In addition to participation in the hotel's profits through its equity interest
in the venture, the Company will receive a license fee for the use of the Planet
Hollywood name and logo. A PLANET HOLLYWOOD restaurant will be constructed in
the lobby of the hotel. The Company has entered into a $35 million LIBOR-based
leveraged lease for this facility. The lease has a base term of three years and
can be extended up to 21 years.
 
                                      F-13
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
5. INVESTMENT IN UNCONSOLIDATED AFFILIATES (CONTINUED)
    Condensed financial information for affiliated companies accounted for by
the equity method is as follows:
 
<TABLE>
<CAPTION>
                                                                     1996                              1997
BALANCE SHEET DATA:                                      PH ASIA     OTHER      TOTAL     PH ASIA     OTHER       TOTAL
- ------------------------------------------------------  ---------  ---------  ---------  ---------  ----------  ----------
<S>                                                     <C>        <C>        <C>        <C>        <C>         <C>
Current assets........................................  $  15,537  $  13,884  $  29,421  $  17,370  $  206,142  $  223,512
Non-current assets....................................     24,363     32,427     56,790     24,578      89,767     114,345
                                                        ---------  ---------  ---------  ---------  ----------  ----------
Total assets..........................................  $  39,900  $  46,311  $  86,211  $  41,948  $  295,909  $  337,857
                                                        ---------  ---------  ---------  ---------  ----------  ----------
                                                        ---------  ---------  ---------  ---------  ----------  ----------
 
Current liabilities...................................  $   7,081  $  27,968  $  35,049  $   9,255  $   13,300  $   22,555
Other liabilities.....................................     31,349        319     31,668     25,219     139,804     165,023
Stockholders' equity..................................      1,470     18,024     19,494      7,474     142,805     150,279
                                                        ---------  ---------  ---------  ---------  ----------  ----------
Total liabilities and stockholders' equity............  $  39,900  $  46,311  $  86,211  $  41,948  $  295,909  $  337,857
                                                        ---------  ---------  ---------  ---------  ----------  ----------
                                                        ---------  ---------  ---------  ---------  ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                          1995                             1996                              1997
                             -------------------------------  -------------------------------  --------------------------------
                                PH                               PH                               PH
OPERATING DATA:                ASIA       OTHER      TOTAL      ASIA       OTHER      TOTAL      ASIA       OTHER      TOTAL
- ---------------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ----------
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...................  $  14,771  $  17,330  $  32,101  $  27,993  $  55,126  $  83,119  $  43,332  $  72,606  $  115,938
Operating income...........        414      8,537      8,951      3,073     19,194     22,267      7,073     25,893      32,966
Net income.................        550      2,181      2,731      2,530      6,818      9,348      6,196     15,296      21,492
Company's interest in net
  income...................        100        748        848      1,200      3,108      4,308      3,250      3,650       6,900
</TABLE>
 
                                      F-14
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
6. ACCRUED EXPENSES
 
    Accrued expenses are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Accrued taxes........................................................................   $    4,658    $    1,820
Accrued rent.........................................................................          878         3,318
Accrued payroll and related benefits.................................................        3,304         3,776
Other................................................................................        2,068         6,301
                                                                                       ------------  ------------
                                                                                        $   10,908    $   15,215
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
7. NOTES PAYABLE
 
    Notes payable are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,   DECEMBER 28,
                                                                                           1996           1997
                                                                                       -------------  ------------
<S>                                                                                    <C>            <C>
Revolving line of credit.............................................................    $      --     $   42,000
Term loan............................................................................           --         20,000
Capital lease payable................................................................        3,897          3,872
Other notes payable..................................................................        4,378          5,883
                                                                                            ------    ------------
                                                                                             8,275         71,755
Less current portion.................................................................         (746)        (1,264)
                                                                                            ------    ------------
                                                                                         $   7,529     $   70,491
                                                                                            ------    ------------
                                                                                            ------    ------------
</TABLE>
 
    In August 1995, the Company issued $60,000 10% Senior Subordinated Notes
(the "1995 Notes") due in 2000 with warrants to purchase Class A common stock
(see Note 8). In connection with the 1996 initial public offering of stock, the
Company repaid the 1995 Notes from a portion of the offering's proceeds. The
Company incurred a one-time extraordinary charge of $10.4 million, net of $5.9
million in taxes, as a result of the early extinguishment of the 1995 Notes.
 
    In September 1997, the Company replaced its existing $50 million credit
facility with a multi-currency, long-term credit facility with a consortium of
financial institutions. This facility consists of a $100 million revolving
credit facility and a $20 million term loan facility. The credit agreement
carries a commitment fee of .25% on the unused amount of the revolving credit
portion. Interest rates are variable, with either prime or LIBOR indexes. At
December 28, 1997, the Company's weighted average rate on outstanding borrowings
under the facility was 6.96%. The revolving credit facility matures in September
2000, while the term loan facility matures in 1999. During 1997, the Company
drew $42 million under the revolving credit facility. The credit facility also
provides for the Company to have up to $10 million in letters of credit. At
December 28, 1997, the Company had outstanding letters of credit totaling $5.8
million.
 
    Under the terms of the credit facility, the Company is required to meet
certain minimum quarterly net worth, interest coverage and various other
financial ratios. At December 28, 1997, the Company was in violation of one of
the financial covenants. In March 1998, the lenders modified the covenant and
the Company was in compliance with the revised covenants at December 28, 1997.
 
                                      F-15
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
7. NOTES PAYABLE (CONTINUED)
    In fiscal 1996, notes due to stockholders totaling $70,750 were repaid from
the proceeds of the initial public offering of stock.
 
    During fiscal 1995, the principal stockholders or their affiliates advanced
or guaranteed various loans and credit facilities to the Company totaling
$21,600. These borrowings were repaid with proceeds of the 1995 Notes. During
fiscal 1995 and 1996, approximately $7,705 and $2,202, respectively, was charged
to interest expense under these loans.
 
    During fiscal 1995, 1996 and 1997, approximately $12,661, $6,093 and $2,555,
respectively, was charged to interest expense and approximately $834, $1,098 and
$2,555 in fiscal 1995, 1996 and 1997, respectively, of interest was capitalized.
 
    Aggregate principal amounts maturing in each of the five fiscal years
subsequent to fiscal 1997 and thereafter are summarized as follows:
 
<TABLE>
<CAPTION>
FISCAL
- -----------------------------------------------------------------------------------
<S>                                                                                  <C>
1998...............................................................................  $   1,264
1999...............................................................................     20,486
2000...............................................................................     42,490
2001...............................................................................        530
2002...............................................................................        575
Thereafter.........................................................................      6,410
                                                                                     ---------
                                                                                     $  71,755
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS
 
STOCKHOLDERS' EQUITY
 
    On January 1, 1995, the Company issued 1,333,333 shares of Class A common
stock to certain employees, including 466,666 shares issued under a
participation agreement with an employee dated January 1, 1994. The shares are
restricted and cannot be transferred or sold unless the Company waives its right
of first refusal to purchase any shares. The shares are subject to forfeiture by
the employee in the event the employee is no longer employed by the Company. The
forfeiture restriction lapses generally over a five year period. The shares were
valued at their estimated market value totaling $1,100. Compensation expense is
recognized over the vesting period. Deferred compensation expense has been
reflected as a reduction of stockholders' equity.
 
    In April 1996, the Company completed an initial public offering of
12,406,452 shares of common stock at an offering price of $18.00 per share,
including 1,618,233 shares from the exercise of the Underwriters' over allotment
option. The Company received net proceeds of approximately $193.1 million.
 
    In April 1997, the Company issued 1,087,000 shares of Class A Common Stock
to an investor in conjunction with the consummation of a franchise agreement
with the investor. Approximately $19.6 million was received for the shares
issued (Note 9).
 
                                      F-16
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
    In January 1997, the Company issued 218,438 shares of restricted Class B
Common Stock to certain celebrities. The restrictions lapse over a period of
years, generally three to four years. The shares were valued at their estimated
market value totaling $4.0 million. Compensation expense is recognized ratably
over the period benefitted. Deferred compensation expense has been reflected as
a reduction of stockholders' equity.
 
REDEEMABLE WARRANTS
 
    In connection with the issuance of the 1995 Notes (see Note 7), the Company
issued warrants to purchase up to 5,112,765 shares of common stock at an
exercise price of $0.01 per share. The proceeds of the offering were allocated
between the 1995 Notes and warrants based upon their fair values at the date of
issuance. The number of shares which may be purchased upon exercise of the
warrants were subject to increase or decrease by up to 50% based upon the total
rate of return to the holders upon repayment of the 1995 Notes, including the
fair value of the warrants at the date they become exercisable or are deemed
exercised. The warrants became exercisable upon the repayment of the 1995 Notes.
The number of warrants which may be exercised were reduced by 50% to 2,556,383
based upon the total rate of return to the holders at the date of repayment of
the 1995 Notes. In connection with the initial public offering of stock in
fiscal 1996, warrants to purchase 788,219 shares were exercised. In 1996, the
Company registered the shares issued upon the exercise of the remaining
warrants.
 
STOCK OPTIONS
 
    During 1995, the Board of Directors adopted the 1995 Stock Option Award and
Incentive Plan ("1995 Stock Plan"). The 1995 Stock Plan calls for up to
4,000,000 shares of Class A common stock to be available for issuance upon the
exercise of options and stock appreciation rights. In October 1996, the 1995
Stock Plan was amended to provide for 5,000,000 shares of Class A common stock
to be available. In May 1997, the 1995 Stock Plan was amended to provide for
6,000,000 shares of Class A common stock to be available. Under the 1995 Stock
Plan, options and/or stock appreciation rights may be granted to officers and
employees of the Company, and certain of the Company's independent contractors,
to purchase Class A common stock. During fiscal 1995, 1996 and 1997, options to
purchase 1,130,733, 3,051,161 and 839,800 shares, respectively, of Class A
common stock were granted under the 1995 Stock Plan at the estimated fair market
value at the date of grant. These options vest and are exercisable over a period
of four years and expire five years from the date of grant.
 
    During 1995, the Board of Directors adopted the 1995 Celebrity Stock Option
Award and Incentive Plan ("1995 Celebrity Plan"). The 1995 Celebrity Plan calls
for up to 4,000,000 shares of the Class A common stock to be available for
issuance upon the exercise of options and stock appreciation rights. In October
1996, the 1995 Celebrity Plan was amended to provide for 6,000,000 shares of
Class A Common Stock to be available. During fiscal 1995, 1996, and 1997,
options to purchase 2,250,000, 1,895,000, and 180,000 shares, respectively, of
Class A common stock were granted under the 1995 Celebrity Plan at the estimated
fair market value at the date of grant. These options vest and are exercisable
over a period of four years and expire five years from the date of grant. During
fiscal 1995, 1996, and 1997, approximately $140, $1,268, and $2,081,
respectively, was charged to expense relating to the grants.
 
                                      F-17
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                   STOCK PLAN               CELEBRITY PLAN
                                                            -------------------------  -------------------------
<S>                                                         <C>         <C>            <C>         <C>
                                                              NUMBER    WEIGHTED AVG.    NUMBER    WEIGHTED AVG.
                                                            OF SHARES   OPTION PRICE   OF SHARES   OPTION PRICE
                                                            ----------  -------------  ----------  -------------
Granted during 1995 and outstanding at
  December 31, 1995,......................................   1,130,733   $      7.88    2,250,000   $      7.88
Exercisable at December 31, 1995,.........................      --                         --
Available for grant at December 31, 1995..................   2,869,267                  1,750,000
Granted during 1996.......................................   3,051,161         18.70    1,895,000         17.65
Canceled..................................................    (440,579)        11.08      (50,000)         7.88
Outstanding at December 29, 1996,.........................   3,741,315         16.34    4,095,000         12.40
Exercisable at December 29, 1996,.........................      --                         --
Available for grant at December 29, 1996..................   1,258,685                  1,905,000
Granted during 1997.......................................     839,800         18.11      180,000         16.28
Canceled..................................................    (649,343)        17.00     (796,334)        17.64
Exercised.................................................     (77,297)         8.40      (30,666)         7.88
Outstanding at December 28, 1997,.........................   3,854,475         16.76    3,448,000         10.55
Exercisable at December 28, 1997,.........................     237,801                  1,082,655
Available for grant at December 28, 1997..................   2,068,228                  2,552,000
</TABLE>
 
    The following tables summarize the stock options outstanding at December 28,
1997:
 
<TABLE>
<CAPTION>
   EMPLOYEES:                                           WEIGHTED
    RANGE OF           NUMBER        WEIGHTED-AVERAGE    AVERAGE
    EXERCISE       OUTSTANDING AT       REMAINING       EXERCISE
     PRICES       DECEMBER 28, 1997  CONTRACTUAL LIFE     PRICE
- ----------------  -----------------  ----------------  -----------
<S>               <C>                <C>               <C>
 $         7.88          662,289           3 Years      $    7.88
   14.00--18.63          873,086           4 Years          17.03
          19.00        2,095,100           4 Years          19.00
   20.00--21.63          224,000           4 Years          21.05
</TABLE>
 
<TABLE>
<CAPTION>
  CELEBRITIES:                                          WEIGHTED
    RANGE OF           NUMBER        WEIGHTED-AVERAGE    AVERAGE
    EXERCISE       OUTSTANDING AT       REMAINING       EXERCISE
     PRICES       DECEMBER 28, 1997  CONTRACTUAL LIFE     PRICE
- ----------------  -----------------  ----------------  -----------
<S>               <C>                <C>               <C>
 $         7.88        2,169,334           3 Years      $    7.88
   14.00--15.00        1,138,666           3 Years          14.42
   19.00--24.00          140,000           4 Years          20.50
</TABLE>
 
    The Company has adopted the disclosure-only provisions of SFAS 123.
Accordingly, no compensation expense has been recognized for the 1995 Stock
Plan. Had compensation cost for the 1995 Stock Plan been determined based on the
fair value at the date of grant for awards in 1995 and 1996 consistent with the
 
                                      F-18
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. STOCKHOLDERS' EQUITY AND REDEEMABLE WARRANTS (CONTINUED)
provisions of SFAS 123, the Company's net income and earnings per share would
approximate the following pro forma amounts:
 
<TABLE>
<CAPTION>
                                                                                     FISCAL     FISCAL     FISCAL
                                                                                      1995       1996       1997
                                                                                    ---------  ---------  ---------
<S>                                                                                 <C>        <C>        <C>
Net income--as reported...........................................................  $  20,727  $  37,659  $   8,258
Net income--pro forma.............................................................     20,723     36,987      4,852
Basic earnings per share--as reported.............................................        .26        .37        .08
Basic earnings per share--pro forma...............................................        .26        .37        .04
Diluted earnings per share--as reported...........................................        .25        .37        .08
Diluted earnings per share--pro forma.............................................        .25        .36        .04
</TABLE>
 
    The fair value of each option is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted-average
assumptions for grants in 1995, 1996 and 1997: no dividend yield for all three
years; expected volatility of 33% in 1995 and 1996, 40% in 1997; risk free rates
of 5.95% in 1995 and 1996, 5.70% in 1997; and expected lives of 4 years for all
periods presented. The weighted-average fair value of options granted during
each year was $1.63, $6.83, and $6.32 for fiscal 1995, 1996 and 1997,
respectively.
 
9. FRANCHISE REVENUES
 
    The Company has an agreement with PH Asia, whereby PH Asia was granted the
right to license the PLANET HOLLYWOOD name and rights within a number of
countries, primarily in the Pacific Rim. In 1996, PH Asia opened or franchised
four units, and the Company received the initial franchise fee revenue for three
of the units. In 1997, PH Asia opened or franchised eight units, and the Company
received the initial franchise fee revenue for five of the units.
 
    During 1995, the Company entered into a franchise agreement with ECE, an
affiliated company (see Note 5), which allows ECE to develop and operate up to
five PLANET HOLLYWOOD units and up to ten OFFICIAL ALL STAR CAFE units in
Mexico. Upon Company approval, ECE may open an additional five Planet Hollywood
units. In 1996, ECE opened 5 units. No units were opened in 1997. ECE pays
continuing royalty fees as defined in the agreement.
 
    In December 1995, the Company terminated the site franchise agreement of an
existing franchisee and purchased the franchise rights to four undeveloped
locations. The Company assumed certain liabilities and lease obligations
relating to the four undeveloped locations. In consideration for the franchise
rights, the Company will pay the seller an amount equal to a multiple of each
unit's first year profits less the costs to develop and open the site, as
defined. The franchisee forfeited the nonrefundable initial franchise fees of
$2,000 each for four sites. Unearned franchise fees are included in deferred
credits and any consideration paid for the sites will be offset against each
site's related unearned franchise fee. In fiscal 1997, the Company recognized
the deferred credit for two of the sites.
 
    In March 1997, the Company entered into a franchise agreement which provides
for the development of up to 34 Planet Hollywood restaurant-merchandise units in
23 countries throughout the Middle East and Europe. The franchise agreement
provided for and the investor made a payment to the Company of $8.0 million for
six sites. Additional franchise fees may be payable to the Company under the
terms of the
 
                                      F-19
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
9. FRANCHISE REVENUES (CONTINUED)
franchise agreement for the additional sites. In connection with the agreement,
the investor purchased 1% of the Company's total common stock outstanding
directly from the Company for approximately $19.6 million.
 
    The number of franchised units opened in fiscal 1995, 1996 and 1997 were 6,
21 and 34, respectively.
 
10. INCOME TAXES
 
    The sources of income before income taxes are presented as follows:
 
<TABLE>
<CAPTION>
                                                                                    FISCAL     FISCAL     FISCAL
                                                                                     1995       1996       1997
                                                                                   ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>
United States....................................................................  $  18,977  $  47,370  $  15,529
Foreign..........................................................................      2,625     28,346     (2,317)
                                                                                   ---------  ---------  ---------
Income before taxes..............................................................  $  21,602  $  75,716  $  13,212
                                                                                   ---------  ---------  ---------
                                                                                   ---------  ---------  ---------
</TABLE>
 
    The income tax provision (benefit) consists of the following:
 
<TABLE>
<CAPTION>
                                                                                      FISCAL     FISCAL     FISCAL
                                                                                       1995       1996       1997
                                                                                     ---------  ---------  ---------
<S>                                                                                  <C>        <C>        <C>
Current:
  Federal..........................................................................  $   5,949  $  12,616  $   9,927
  State and local..................................................................      1,857      1,472      1,777
  Foreign..........................................................................      1,592      3,168      3,375
                                                                                     ---------  ---------  ---------
                                                                                         9,398     17,256     15,079
                                                                                     ---------  ---------  ---------
Deferred:
  Federal..........................................................................     (7,586)     2,941     (7,499)
  State and local..................................................................       (937)     1,448       (337)
  Foreign..........................................................................     --         --         (2,289)
                                                                                     ---------  ---------  ---------
                                                                                        (8,523)     4,389    (10,125)
                                                                                     ---------  ---------  ---------
                                                                                     $     875  $  21,645  $   4,954
                                                                                     ---------  ---------  ---------
                                                                                     ---------  ---------  ---------
</TABLE>
 
    In 1997, the Company recognized $783 of benefits for deductions from the
exercise of employee stock options and the vesting of certain celebrity
restricted stock awards. The benefits were recorded directly to capital in
excess of par value and are not reflected in the provision for income taxes.
 
    Income tax expense included in the financial statements is as follows:
 
<TABLE>
<CAPTION>
                                                                                         FISCAL      FISCAL     FISCAL
                                                                                          1995        1996       1997
                                                                                       -----------  ---------  ---------
<S>                                                                                    <C>          <C>        <C>
Continuing operations................................................................   $     875   $  27,636  $   4,954
Extraordinary item...................................................................      --          (5,991)    --
                                                                                            -----   ---------  ---------
                                                                                        $     875   $  21,645  $   4,954
                                                                                            -----   ---------  ---------
                                                                                            -----   ---------  ---------
</TABLE>
 
                                      F-20
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. INCOME TAXES (CONTINUED)
    Deferred income taxes were recorded to reflect the tax effects of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts for income tax purposes for December 31,
1995, December 29, 1996 and December 28, 1997.
 
    Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities are as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 28,
                                                                                           1996          1997
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Deferred tax assets:
Preopening costs.....................................................................   $    6,483    $    4,712
Deferred credits.....................................................................        6,584         6,104
Accrued expenses & reserves..........................................................          588         5,177
Deferred rental expense..............................................................        3,977         4,157
Net operating loss carryforwards.....................................................        1,034         4,884
Tax credit carryforwards.............................................................          269         1,047
Other................................................................................          410           809
                                                                                       ------------  ------------
                                                                                            19,345        26,890
Valuation allowance..................................................................       --            (1,925)
                                                                                       ------------  ------------
                                                                                            19,345        24,965
                                                                                       ------------  ------------
Deferred tax liabilities:
Depreciation and amortization........................................................      (12,893)       (8,473)
Deferred compensation................................................................         (104)       --
Other................................................................................          (31)          (50)
                                                                                       ------------  ------------
                                                                                           (13,028)       (8,523)
                                                                                       ------------  ------------
Net deferred tax asset...............................................................   $    6,317    $   16,442
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
    The valuation allowance for the deferred tax asset as of January 1, 1995 was
$8,478. The allowance was decreased in fiscal 1995 due to the taxable income
generated by the Company in fiscal 1995 and the expectation of sufficient
taxable income in the future to utilize the deductible temporary differences and
carryforwards. A valuation allowance of $1,925 was established during fiscal
1997 for the deferred tax assets relating to foreign operations. SFAS No. 109
requires that deferred tax assets be reduced by a valuation allowance if it is
more likely than not that some portion or all of the deferred tax asset will not
be realized.
 
                                      F-21
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
10. INCOME TAXES (CONTINUED)
    Reconciliation of the federal statutory tax rate and the effective tax rate
is as follows:
 
<TABLE>
<CAPTION>
                                                                                             FISCAL      FISCAL       FISCAL
                                                                                              1995        1996         1997
                                                                                            ---------  -----------  -----------
<S>                                                                                         <C>        <C>          <C>
Federal statutory tax rate................................................................       35.0%       35.0%        35.0%
Nondeductible expenses....................................................................        2.2         0.6          1.9
Tax benefit of foreign operations.........................................................       (1.3)       (1.8)        (1.5)
State and local income taxes, net of federal tax benefit..................................        5.7         3.2          7.1
Utilization of tax loss carry forward.....................................................       (1.4)         --           --
Valuation allowance.......................................................................      (35.4)         --           --
Tax credits...............................................................................       (2.4)       (1.2)        (6.5)
Other.....................................................................................        1.7         0.7          1.5
                                                                                            ---------         ---          ---
Effective tax rate........................................................................        4.1%       36.5%        37.5%
                                                                                            ---------         ---          ---
                                                                                            ---------         ---          ---
</TABLE>
 
    The amount of domestic net operating loss carryforwards generated by certain
subsidiaries prior to their acquisition was $4,288 with expiration dates through
the fiscal year 2011. The use of pre-acquisition operating loss carryforwards is
subject to limitations imposed by the Internal Revenue Code. The Company does
not anticipate that these limitations will affect utilization of the
carryforwards prior to their expiration.
 
    The amount of foreign net operating loss carryforwards at December 28, 1997
was $8,220, of which $5,674 has no expiration date and $2,546 expires between
2002 and 2007.
 
    Provision has not been made for United States or foreign taxes on the
undistributed earnings of foreign affiliates, as those earnings are considered
to be permanently invested. It is not practicable to estimate the amount of the
tax on such earnings. Such earnings would become taxable upon the sale or
liquidation of the investment in these foreign affiliates or upon the remittance
of dividends. Upon remittance, certain foreign countries impose withholding
taxes that are then available, subject to certain limitations, for use as
credits against the Company's United States tax liability.
 
                                      F-22
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
11. COMMITMENTS AND CONTINGENCIES
 
LEASES
 
    Future minimum lease payments under the terms of operating and capital lease
agreements at December 28, 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                                              OPERATING    CAPITAL
                                                                                              ----------  ---------
<S>                                                                                           <C>         <C>
1998........................................................................................  $   36,915  $     400
1999........................................................................................      37,636        400
2000........................................................................................      38,003        400
2001........................................................................................      38,190        400
2002........................................................................................      38,144        400
Thereafter..................................................................................     654,512      9,400
                                                                                              ----------  ---------
    Total...................................................................................  $  843,400     11,400
                                                                                              ----------
                                                                                              ----------
Less: amount representing interest..........................................................                 (7,523)
                                                                                                          ---------
Present value of net minimum lease payments.................................................              $   3,877
                                                                                                          ---------
                                                                                                          ---------
</TABLE>
 
    Rent expense approximated $23,900, $34,540 and $44,607 for fiscal 1995, 1996
and 1997, respectively. Included in fiscal 1995, 1996 and 1997 rent expense is
approximately $7,300, $8,600 and $8,620, respectively, of contingent rental
payments.
 
OTHER
 
    In connection with the construction and development of future restaurants
and corporate headquarters, the Company has entered into various construction
contracts. As of December 28, 1997, these outstanding contract commitments
totaled approximately $20,473.
 
    In July 1997, the Company entered into a venture with AMC Entertainment,
Inc. ("AMC") to develop, own and operate "Planet Movies By AMC", an integrated
moviegoing, dining and retail concept worldwide. The Company anticipates funding
$30 million to the joint venture in fiscal 1998 for the purpose of developing
and operating "Planet Movies By AMC" complexes throughout the world.
 
    In fiscal 1997, the Company and Aladdin Gaming, LLC announced their intent
to form a venture to develop, own and operate a 1,000 room hotel and 50,000
square foot casino in Las Vegas, Nevada. Each partner will be required to
contribute initial equity of approximately $41 million. The Company will
initially contribute cash for its ownership interest and receive ongoing
licensing and marketing fees.
 
LITIGATION
 
    The Company is a defendant in certain lawsuits for which counsel has been
retained. In the opinion of management, the ultimate outcome of these matters
will not have a material adverse effect upon the financial condition, results of
operations, or cash flows of the Company.
 
                                      F-23
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
12. RELATED PARTY TRANSACTIONS
 
    In December 1994, the Company transferred ownership of an aircraft to a
company owned by two of the Company's stockholders. The transportation equipment
was leased to the Company on a month-to-month basis, and the debt assumed by the
stockholders was guaranteed by the Company. The results of operations for this
company are included in the Company's consolidated results until June 1995, when
the Company repurchased the aircraft at its book value. No gain or loss was
recognized on the transactions.
 
    Through fiscal 1995, certain of the Company's officers and employees were
employed by a service company owned by the Company's president and stockholder.
The service company's expenses were allocated to the Company and other entities
based upon the employees' time spent on each entity. During fiscal 1995, the
Company was allocated $890. During fiscal 1996 and fiscal 1997, the Company paid
officers' and employees' salaries directly.
 
    A company that is controlled by a director and stockholder of the Company
bought the franchise rights to develop one PLANET HOLLYWOOD unit in 1995 and two
units in 1997 for $5,250. The franchise fees were recognized by the Company in
1997.
 
    In fiscal 1997, the Company paid approximately $1 million in investment
banking fees for services rendered by a firm in which a director of the Company
is also a member of that firm's board of directors.
 
13. OTHER FINANCIAL DATA
 
GEOGRAPHIC SEGMENT DATA
 
    Condensed financial information, summarized by geographic area, is as
follows:
 
<TABLE>
<CAPTION>
                                                                    UNITED                  OTHER
                                                                    STATES      EUROPE    AREAS(1)   CORPORATE(2)     TOTAL
                                                                  ----------  ----------  ---------  -------------  ----------
<S>                                                    <C>        <C>         <C>         <C>        <C>            <C>
Revenues                                                    1997  $  355,641  $  103,083  $  16,401    $  --        $  475,125
                                                            1996     305,221      67,824        319       --           373,364
                                                            1995     228,833      36,150      5,623       --           270,606
 
Operating income (loss)                                     1997      11,273      (6,834)       546        6,900        11,885
                                                            1996      71,282       3,972         65        4,308        79,627
                                                            1995      27,828       5,284      1,988          848        35,948
 
Identifiable assets                                         1997     362,363      85,411     10,392       47,393       505,559
                                                            1996     297,470      41,241      2,704       59,845       401,260
                                                            1995     185,058      34,020     --           21,107       240,185
</TABLE>
 
- ------------------------
 
(1) Includes Mexico and Canada
 
(2) Corporate assets include cash and cash equivalents and investment in
    unconsolidated affiliates. Corporate operating income includes equity in
    earnings in unconsolidated affiliates.
 
                                      F-24
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. OTHER FINANCIAL DATA (CONTINUED)
DIRECT REVENUES AND COST OF SALES
 
    Direct revenues and cost of sales are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                 FISCAL      FISCAL      FISCAL
                                                                                  1995        1996        1997
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
Direct revenues:
  Food and beverage..........................................................  $  160,997  $  222,481  $  273,345
  Merchandise................................................................     104,051     124,955     173,965
                                                                               ----------  ----------  ----------
                                                                               $  265,048  $  347,436  $  447,310
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
Cost of sales:
  Food and beverage..........................................................  $   38,537  $   50,190  $   61,930
  Merchandise................................................................      37,925      43,236      62,878
                                                                               ----------  ----------  ----------
                                                                               $   76,462  $   93,426  $  124,808
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
14. SUPPLEMENTAL CASH FLOW INFORMATION
 
<TABLE>
<CAPTION>
                                                                                        FISCAL     FISCAL     FISCAL
                                                                                         1995       1996       1997
                                                                                       ---------  ---------  ---------
<S>                                                                                    <C>        <C>        <C>
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
  Issuance of common stock for the purchase of minority interests                      $      --  $  35,185  $      --
  Additions to property and equipment, construction in process and other assets
    included in accounts payable and accrued expenses                                      3,821     12,538      9,459
  Capital lease                                                                               --      3,900         --
  Sale of franchise in exchange for equity interest in unconsolidated affiliate              661         --         --
  Transfer of deposit to minority interest contributions                                     500         --         --
  Purchase of franchise for assumption of franchisee liabilities                              --      3,181         --
  Receivable exchanged for stock in an affiliate.....................................         --         --        770
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest, net of amount capitalized                                        7,605     10,132         --
  Cash paid for income taxes.........................................................      7,518     13,398     14,848
</TABLE>
 
                                      F-25
<PAGE>
             PLANET HOLLYWOOD INTERNATIONAL, INC. AND SUBSIDIARIES
 
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
15. QUARTERLY DATA (UNAUDITED)
 
    Summarized quarterly data for 1996 and 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                      FISCAL 1996--QUARTERS ENDED
                                                       ----------------------------------------------------------
<S>                                                    <C>         <C>         <C>         <C>         <C>
                                                        MAR. 31     JUNE 30     SEP. 29     DEC. 29      TOTAL
                                                       ----------  ----------  ----------  ----------  ----------
Revenues.............................................  $   77,025  $   85,366  $  111,840  $   99,133  $  373,364
Income from operations...............................       9,323      17,422      28,213      20,361      75,319
Income before provision for income taxes.............       5,276      17,546      30,598      22,296      75,716
Income before extraordinary item.....................       3,350      11,142      19,430      14,158      48,080
Net income...........................................       3,350         721      19,430      14,158      37,659
Basic EPS--income before extraordinary item..........  $     0.04  $     0.11  $     0.18  $     0.13  $     0.47
Diluted EPS--income before extraordinary item........  $     0.04  $     0.11  $     0.18  $     0.13  $     0.47
Basic EPS--net income................................  $     0.04  $     0.01  $     0.18  $     0.13  $     0.37
Diluted EPS--net income..............................  $     0.04  $     0.01  $     0.18  $     0.13  $     0.37
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      FISCAL 1997--QUARTERS ENDED
                                                       ----------------------------------------------------------
<S>                                                    <C>         <C>         <C>         <C>         <C>
                                                        MAR. 30     JUNE 29     SEP. 28     DEC. 28      TOTAL
                                                       ----------  ----------  ----------  ----------  ----------
Revenues.............................................  $  101,647  $  121,892  $  149,598  $  101,988  $  475,125
Income from operations...............................      13,296      23,150      39,111     (70,572)      4,985
Income before provision for income taxes.............      16,858      26,059      40,167     (69,872)     13,212
Net income...........................................      10,536      16,287      25,245     (43,810)      8,258
Basic EPS--net income................................  $     0.10  $     0.15  $     0.23  ($    0.40) $     0.08
Diluted EPS--net income..............................  $     0.10  $     0.15  $     0.23  ($    0.40) $     0.08
</TABLE>
 
    In the fourth quarter of fiscal 1997, the Company recorded a pre-tax charge
of $71.2 million ($44.5 million after tax). The charge was primarily related to
the writedown of impaired assets ($48.7 million); the writeoff of accounts
receivable due to the Company's change in business strategy and the financial
uncertainties of certain franchisees ($13.5 million); and other costs associated
with the Company's change in business strategy ($9.0 million).
 
                                      F-26
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY SECURITY OTHER THAN THE NOTES OFFERED HEREBY NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY NOTES IN
ANY JURISDICTION, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                    PAGE
                                                  ---------
<S>                                               <C>
Summary.........................................          1
Risk Factors....................................         13
Use of Proceeds.................................         20
Capitalization..................................         20
Selected Historical and Pro Forma Operating
 Data...........................................         21
The Exchange Offer..............................         24
Management's Discussion and Analysis of
 Financial Condition and Results of
 Operations.....................................         31
Business........................................         39
Management......................................         55
Description of the Notes........................         60
Description of Credit Agreement.................         88
Certain U.S. Federal Income Tax Consequences....         89
Plan of Distribution............................         89
Legal Matters...................................         90
Experts.........................................         90
Index to Financial Statements...................         F1
</TABLE>
 
                                  $250,000,000
 
                                     [LOGO]
 
                            12% SENIOR SUBORDINATED
                                 NOTES DUE 2005
 
                          ----------------------------
                                   PROSPECTUS
                          ----------------------------
 
                                  MAY   , 1998
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    Pursuant to Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), the Second Amended and Restated By-laws of the Company
(the "By-laws") provide that the Company may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees inclusive of any appeal), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct unlawful.
 
    Pursuant to Section 145 of the DGCL, the By-laws further provide that the
Company may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed claim, action or suit by or
in the right of the Company to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, partner, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees inclusive of any
appeal) actually and reasonably incurred by him in connection with the defense
or settlement of such claim, action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that a court of competent jurisdiction
(the "Court") in which such claim, action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court shall deem proper.
 
    Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation is empowered to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under Section 145.
 
    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-1
<PAGE>
ITEM 21. EXHIBITS [AND FINANCIAL STATEMENT SCHEDULES].
 
<TABLE>
<CAPTION>
 EXHIBIT                                                                                              INCORPORATION
   NO.                                           DESCRIPTION                                          BY REFERENCE
- ---------  ----------------------------------------------------------------------------------------  ---------------
<C>        <S>                                                                                       <C>
   3.1     Restated Certificate of Incorporation of the Registrant.................................             *
   3.2     Second Amended and Restated By-laws of the Registrant...................................           ***
   4.1     Form of Warrant.........................................................................             *
   4.2     Revolving Credit Agreement, dated as of January 29, 1996, among the Registrant and
           SunTrust Bank...........................................................................             *
   4.3     Credit Agreement, dated as of September 18, 1997, among the Registrant, Suntrust Bank
           and certain other banks.................................................................            **
   4.4     First Amendment to the Credit Agreement, dated as of October 1, 1997, among the
           Registrant, Suntrust Bank and certain other banks.......................................            **
   4.5     Amended and Restated Credit Agreement, dated as of March 25, 1998, among the Registrant,
           Suntrust Bank and certain other banks...................................................           ***
   4.6     Indenture dated as of March 25, 1998, between the Company and United States Trust
           Company of New York, as Trustee, relating to the Company's 12% Senior Subordinated Notes
           due 2005................................................................................           ***
   4.7     Initial Global Notes, dated March 25, 1998..............................................           ***
   5.      Opinion of Cravath, Swaine & Moore......................................................           ***
  10.1     Form of Master Franchise Agreement......................................................             *
  10.2     Form of Memorabilia Lease...............................................................             *
  10.3     Form of License Agreement...............................................................             *
  10.6     License Agreement dated as of December 4, 1992, by and between the Registrant and Planet
           Hollywood (Asia) Pte. Ltd...............................................................             *
  10.7     First Amendment to the License Agreement, dated as of July 1, 1995, by and between the
           Registrant and Planet Hollywood (Asia) Pte. Ltd.........................................             *
  10.7A    Second Amendment to the License Agreement, dated as of October 1, 1995, by and between
           the Registrant and Planet Hollywood (Asia) Pte. Ltd.....................................            **
  10.7B    Third Amendment to the License Agreement, dated as of November 6, 1997, by and between
           the Registrant and Planet Hollywood (Asia) Pte. Ltd.....................................            **
  10.8     Form of Master Franchise Agreement for All Star Cafe, Inc...............................             *
  10.10    Joint Venture Agreement, dated December 9, 1994, between Marvel Restaurant Venture Corp.
           and EBCO Management, Inc................................................................             *
  10.11    License Agreement, dated March 19, 1996, between Marvel Entertainment Group, Inc. and M
           Restaurant Venture......................................................................             *
  10.12    1995 Celebrity Stock Award and Incentive Plan...........................................             *
  10.13    1995 Stock Award and Incentive Plan.....................................................             *
  10.14    Form of Stock Option Award Agreement for options granted under the 1995 Celebrity Stock
           Award and Incentive Plan................................................................             *
  10.15    Form of Stock Option Award Agreement for options granted under the 1995 Stock Award and
           Incentive Plan..........................................................................             *
  10.16    Employment Agreement, dated August 8, 1995, between the Registrant and Robert Earl......             *
  10.17    Employment Agreement, dated January 1, 1993, between the Registrant and Keith Barish....             *
  10.19    Limited Partnership Agreement of Planet Movies Company, L.P., dated October 17, 1997....            **
  10.20    Master Agreement, dated as of December 2, 1997, relating to the Planet Hollywood Hotel
           joint venture between Planet Hospitality Holdings, Inc., Times Square Partners LLC and
           others..................................................................................            **
</TABLE>
 
                                      II-2
<PAGE>
<TABLE>
<CAPTION>
 EXHIBIT                                                                                              INCORPORATION
   NO.                                           DESCRIPTION                                          BY REFERENCE
- ---------  ----------------------------------------------------------------------------------------  ---------------
<C>        <S>                                                                                       <C>
  10.21    Registration Rights Agreement, dated March 20, 1998, among the Company and Bear, Stearns
           & Co. Inc., Salomon Brothers Inc, NationsBanc Montgomery Securities LLC, Cowen &
           Company, SunTrust Equitable Securities Corporation and Scotia Capital Markets...........           ***
  21.1     Subsidiaries............................................................................            **
  23.1     Consent of Price Waterhouse LLP.........................................................           ***
  23.2     Consent of Cravath, Swaine & Moore (included in Exhibit 5)..............................           ***
  24.1     Powers of Attorney......................................................................           ***
  25.      Statement of Eligibility and Qualification on Form T-1 of The United States Trust
           Company of New York under the Indenture dated March 25, 1998............................           ***
  27.1     Financial Data Schedule.................................................................            **
  99.1     Form of Letter of Transmittal...........................................................           ***
  99.2     Form of Notice of Guaranteed Delivery...................................................           ***
  99.3     Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
           Nominees................................................................................           ***
  99.4     Form of Letter to Clients...............................................................           ***
  99.5     Form of Guidelines for Certification of Taxpayer Identification Number on Substitute
           Form W-9................................................................................           ***
  99.6     Ruling Request to Nevada State Gaming Control Board.....................................           ***
  99.7     Ruling from Nevada Board Chairman.......................................................          ****
</TABLE>
 
- ------------------------
 
*   Incorporated by reference to the exhibits with the corresponding exhibit
    numbers in the Registration Statement on Form S-1 previously filed by the
    Registrant (Registration no. 333-01490)
 
**  Incorporated by reference to the exhibits with the corresponding exhibit
    numbers in the Annual Report on Form 10-K for the year ended December 28,
    1997, as amended, previously filed by the Registrant
 
*** Filed herewith
 
****To be filed by amendment.
 
ITEM 22. UNDERTAKINGS.
 
    The undersigned Registrant hereby undertakes that insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions described under Item 20 above, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in Securities Act and is, heretofore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
    The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
 
                                      II-3
<PAGE>
equally prompt means. This undertaking also includes documents filed subsequent
to the effective date of the Registration Statement through the date of
responding to the request.
 
    The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
 
    The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the application form.
 
    The undersigned Registrant hereby undertakes that every prospectus: (i) that
is filed pursuant to the immediately preceding paragraph or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
                                      II-4
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on this 1st day of May, 1998.
 
                                          PLANET HOLLYWOOD INTERNATIONAL, INC.
                                          Registrant
 
<TABLE>
<S>        <C>
By:        /s/ THOMAS AVALLONE
           -----------------------------------------
                        Thomas Avallone
               DIRECTOR, EXECUTIVE VICE PRESIDENT
                  AND CHIEF FINANCIAL OFFICER
</TABLE>
 
    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
 
<TABLE>
<CAPTION>
          SIGNATURE                        TITLE                    DATE
- ------------------------------  ---------------------------  -------------------
<C>                             <S>                          <C>
 
              *                 Chairman of the Board of
- ------------------------------    Directors                      May 1, 1998
         Keith Barish
 
                                Director, President and
              *                   Chief Executive Officer
- ------------------------------    (Principal Executive           May 1, 1998
         Robert Earl              Officer)
 
                                Director, Executive Vice
     /s/ THOMAS AVALLONE          President and Chief
- ------------------------------    Financial Officer              May 1, 1998
       Thomas Avallone            (Principal Financial and
                                  Accounting Officer)
 
              *                 Director
- ------------------------------                                   May 1, 1998
       Claudio Gonzalez
 
                                Director
- ------------------------------                                     , 1998
        Robert Krasnow
 
                                Director
- ------------------------------                                     , 1998
        Mark McCormack
 
              *                 Director
- ------------------------------                                   May 1, 1998
        Ong Beng Seng
</TABLE>
 
                                      II-5
<PAGE>
<TABLE>
<CAPTION>
          SIGNATURE                        TITLE                    DATE
- ------------------------------  ---------------------------  -------------------
<C>                             <S>                          <C>
              *                 Director
- ------------------------------                                   May 1, 1998
        Isadore Sharp
 
              *                 Director
- ------------------------------                                   May 1, 1998
       Michael Tarnopol
</TABLE>
 
- ------------------------
 
*   The undersigned, by signing his name hereto, does hereby sign this
    registration statement or amendment thereto on behalf of the above indicated
    directors and officers of Planet Hollywood International, Inc. pursuant to
    powers of attorney executed on behalf of each such director and officer.
 
<TABLE>
<S>        <C>
By:                   /s/ THOMAS AVALLONE
           -----------------------------------------
                        Thomas Avallone
                        ATTORNEY-IN-FACT
</TABLE>
 
                                      II-6

<PAGE>

                                                                     Exhibit 3.2


                                                         As approved and adopted
                                                       by the Board of Directors
                                                         as of February 27, 1997


                        SECOND AMENDED AND RESTATED BY-LAWS
                                         OF
                        PLANET HOLLYWOOD INTERNATIONAL, INC.
                                          
                                          
                                     ARTICLE I
                                          
                              MEETINGS OF SHAREHOLDERS
                                          
          SECTION 1.01.  ANNUAL MEETING.  The annual meeting of the shareholders
of this Corporation for the election of directors and for the transaction of any
proper business shall be held at the time and place designated by the Board of
Directors (the "Board") of the Corporation.

          SECTION 1.02.  SPECIAL MEETINGS.  Special meetings of the shareholders
shall be held when called by the Chief Executive Officer or by a majority of the
Board of Directors.  Special meetings may not be called by any other person. 
Written notice of a special meeting pursuant to Section 4 herein shall be given
to all shareholders entitled to vote at such meeting not less than 10 nor more
than 60 days before the date of the meeting.  Each such special meeting shall be
held at such dat and time as requested by the person or persons calling the
meeting within the limits fixed by law.  Business transacted at any special
meeting of shareholders shall be limited to the purpose stated in the notice.

          SECTION 1.03.  PLACE.  Meetings of shareholders may be held in the
State of Delaware or outside the State of Delaware.

          SECTION 1.04.  NOTICE.  Written notice stating the place, date and
time of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 60 days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be effective when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the Corporation's current record of shareholders.

          SECTION 1.05.  NOTICE OF ADJOURNED MEETINGS.  When a meeting is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting 


<PAGE>

                                                                               2


if the time and place to which the meeting is adjourned are announced at the
meeting any business may be transacted that might have been transacted on the
original date of the meeting.  If, however, the adjournment is for more than
30 days, or if, after the adjournment, the Board of Directors fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
as provided in Section 4 herein to each shareholder of record on the new record
date entitled to vote at such meeting.

          SECTION 1.06.  NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.  Except
as may otherwise be provided herein, or in the Restated Certificate of
Incorporation in connection with rights to elect directors under specified
circumstances which may be granted to the holders of any series of Preferred
Stock, nominations for the election of directors and the proposal of business to
be considered by the shareholders may be made by the Board or any shareholder of
record entitled to vote at the meeting and who shareholder of record entitled to
vote at the meeting and who complies with the notice procedures set forth in
this by-law.

          For nominations or other business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action.  Except as otherwise
provided by applicable law, to be timely, a shareholder's notice must be
delivered to the Secretary of the Corporation at the Corporation's principal
executive offices not later than the close of business on the 60th day, nor
earlier than the close of business on the 90th day, prior to the first
anniversary of the preceding year's annual meeting; PROVIDED, HOWEVER, that in
the event that the date of the annual meeting is more than 30 days before or
60 days after such anniversary date, notice by the shareholder must be so
delivered not earlier than the close of business on the later of the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is made by the Corporation.  In no
event shall public announcement of an adjournment of an annual meeting commence
a new time period for giving of a shareholder's notice as described above.

          Such shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election to the Board of Directors, all
information relating to such person required to be disclosed in solicitation of
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (including such person's written consent to
being named in the proxy 


<PAGE>

                                                                               3


statements as a nominee and to serving as a director if elected); (b) as to any
other business that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the nomination or proposal is made; and (c) as to the shareholder giving
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder as they appear on
the Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such shareholder and beneficial owner.  Notice of nominations which are
proposed by the Board shall be given by the Chairman, the President or the
Secretary of the Corporation on behalf of the Board.

          The chairperson of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.

          SECTION 1.07.  FIXING RECORD DATE.  For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any distribution, or
in order to make a determination of shareholders for any other purpose, the
Board of Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not more than 60 days
and, in case of a meeting of shareholders, not less than 10 days prior to the
date on which the particular action requiring such determination of shareholders
is to be taken.

          If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at an annual
or special meeting of shareholders, or shareholders entitled to receive payment
of a distribution, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of directors declaring such distribution is
adopted, as the case may be, shall be the record date for such determination of
shareholders.

          When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to 


<PAGE>

                                                                               4


any adjournment thereof, unless the Board of directors fixes a new record date
for the adjourned meeting.  A new record date must be fixed if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.

          SECTION 1.08.  VOTING RECORD.  The officers or agent having charge of
the stock transfer books for shares of the Corporation shall make, at least 10
days before each meeting of shareholders, a complete alphabetical list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged by voting group with the address of and the number and class and
series, if any, of shares held by each.  The list, for a period of 20 days prior
to such meeting, shall be available for inspection at the principal office of
the Corporation, or at the office of the transfer agent or registrar of the
Corporation or at a place identified in the meeting notice in the city where the
meeting will be held.  Upon written demand to the Corporation, any shareholder
or his agent or attorney shall be entitled to inspect the list at any time
during usual business hours.  The list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder or his agent or attorney at any time during the meeting.

          If the requirements of this section have not been substantially
complied with, the meeting, on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with.  If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

          SECTION 1.09.  SHAREHOLDER QUORUM AND VOTING.  A majority of all then
outstanding shares of voting stock entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.  When a specified
item of business is required to be voted on by a class or series of stock, a
majority of the shares of such class or series shall constitute a quorum for the
transaction of such item of business by that class or series.

          If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law or by the
Restated Certificate of Incorporation.


<PAGE>

                                                                               5


          After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

          SECTION 1.10.  VOTING OF SHARES.  Each outstanding share of Class A
Common Stock shall be entitled to one vote on each matter submitted to a vote at
a meeting of shareholders.  Except as required by applicable law, shares of
Class B Common Stock shall not be entitled to any votes for the election of
directors or on any matter presented to the shareholders.

          Shares of stock of this corporation owned directly or indirectly by
another corporation the majority of the voting stock of which is owned, directly
or indirectly, by this Corporation are not entitled to vote, and shall not be
counted in determining the total number of outstanding share at any given time.

          A shareholder or the shareholder's attorney in fact may vote in person
or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.

          At each election for directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
votes represented by the shares owned by him for as many persons as there are
directors to be elected at that time and for whose election he has a right to
vote.

          Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the by-laws
of the Corporate shareholder; or, in the absence of any applicable by-law, by
such person as the board of directors of the Corporate shareholder may
designate.  Proof of such designation may be made by presentation of a certified
copy of the by-laws or other instrument of the corporate shareholder.  In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.

          Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him, either in person or by
proxy, without a 


<PAGE>

                                                                               6


transfer of such shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name or the name of his nominee.

          Shares held by or under the control of a receiver, trustee in
bankruptcy proceedings or an assignee for the benefit of creditors, may be voted
by such receiver, trustee or assignee, without the transfer thereof into the
name of such receiver, trustee or assignee.

          A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.

          On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank, trust company or other
financial institution, with irrevocable instruction and authority to pay the
redemption price to the holders thereof upon surrender of certificates therefor,
such shares shall not be entitled to vote on any matter and shall not be deemed
to be outstanding shares.

          SECTION 1.11.  WRITTEN CONSENT OF SHAREHOLDERS.  Any action required
or permitted to be taken by the shareholders of the Corporation must be effected
at a duly called annual or special meeting of the shareholders, unless such
action is approved by a meeting of the shareholders, unless such action is
approved by a majority of the Board of directors.  In the event of such
approval, such action may be taken without a meeting, without prior notice and
without and vote if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting of shareholders at which all shares entitled to vote thereon were
present and voted, provided that all requirements of law and the Restated
Certificate of Incorporation have been satisfied.  To be effective, the executed
written consent of the shareholders must be delivered to the Corporation within
60 days of the date the earliest written consent is received by the Corporation.
If any class of shares is entitled to vote thereon as a class, such written
consent shall be required of the holders of a majority of the shares of each
class of shares entitled to vote thereon.


<PAGE>

                                                                               7


          After obtaining such authorization by written consent, notice shall
promptly be given to those shareholders who have not consented in writing or who
are not entitled to vote on the action.  The notice shall fairly summarize the
material features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets for which dissenters rights are
provided by law, the notice shall contain a clear statement of the right of
shareholders dissenting therefrom to be paid the fair value of their shares upon
compliance with further provisions of the law regarding the rights of dissenting
shareholders.

          SECTION 1.12.  WAIVER OF NOTICE OF MEETINGS OF SHAREHOLDERS.  Notice
of a meeting of the shareholders need not be given to any shareholder who signs
a Waive of Notice either before or after the meeting.  Attendance of a
shareholder at a meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, the manner in which it has been called or convened, or the matters
considered at a meeting except when a shareholder states, at the beginning of
the meeting, any objection to the transaction of business because the meeting is
not lawfully called or convened, or except when a shareholder objects to
considering a particular matter that is not within the purposes described in the
meeting notice.

          Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders need be specified in any written
Waiver of Notice of such meeting.


                                     ARTICLE II
                                          
                                     DIRECTORS

          SECTION 2.01.  FUNCTION.  All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of, the Board of Directors.

          SECTION 2.02.  QUALIFICATION.  Directors must be natural person who
are 18 years of age or older, but need not be residents of this state or
shareholders of this Corporation.

          SECTION 2.03.  COMPENSATION.  The board of Directors shall have
authority to fix the compensation of directors.


<PAGE>

                                                                               8


          SECTION 2.04.  DUTIES OF DIRECTORS.  A director shall perform his
duties as a director, including his duties as a member of any committee of the
board upon which he may serve, in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances.

          In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:

          (a) one or more officers or employees of the Corporation whom the
     director reasonably believes to be reliable and competent in the matters
     presented;

          (b) counsel, public accountants or other persons as to matters which
     the director reasonably believes to be within such person's professional or
     expert competence; or

          (c)  a committee of the Board upon which he does not serve, duly
     designated in accordance with a provision of the Restated Certificate of
     Incorporation or the By-laws, as to matters within its designated
     authority, which committee the director reasonably believes to merit
     confidence.

          A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.

          In discharging his duties, a director may consider such factors as the
director deems relevant, including the long-term prospects and interests in the
Corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the Corporation
or its subsidiaries, the communities and society in which the Corporation or its
subsidiaries operate, and the economy of the state and the nation.

          A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
Corporation.

          SECTION 2.05.  PRESUMPTION OF ASSENT.  A director of the Corporation
who is present at a meeting of its Board of Directors or a committee of the
Board of Directors at which action on any corporate matter is taken shall be 


<PAGE>

                                                                               9


presumed to have assented to the action taken unless (a) he objects at the
beginning of the meeting (or promptly upon his arrival) to holding it or
transacting specified business at the meeting; or (b) he votes against such
action or abstains from voting in respect thereto.

          SECTION 2.06.  NUMBER.  Except as may otherwise be provided pursuant
to the Restated Certificate of Incorporation in connection with rights to elect
directors which may be granted to the holders of any series of Preferred Stock,
the number of directors which shall constitute the whole Board shall be fixed
from time to time exclusively pursuant to a resolution adopted by a majority of
the Board of Directors.  The directors, other than those who may be elected by
the holders of any shares of Preferred Stock under specified circumstances,
shall be divided, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as is reasonably possible, with
the term of office of the first class to expire at the 1997 annual meeting of
shareholders, the term of office of the second class, to expire at the 1998
annual meeting of shareholders and the term of office of the third class to
expire at the 1999 annual meeting of shareholders, with each director to hold
office until his or her successor has been duly elected and qualified.  At each
annual meeting of shareholders, commencing with the 1997 annual meeting,
(i) directors elected to succeed those director whose terms shall expire shall
be elected for a term of office to expire at the third succeeding annual meeting
of shareholders after their election, each director to hold office until his or
her successor shall have been duly elected and qualified, and (ii) if authorized
by a resolution of the Board of directors, directors may be lactate to fill any
vacancy on the Board of Directors, regardless of how such vacancy shall have
been created.

          SECTION 2.07.  ELECTION OF DIRECTORS.  Except as may otherwise be
provided pursuant to the Restated Certificate of Incorporation in connection
with the rights to elect directors under specified circumstances which may be
granted to the holders of any series of preferred Stock, and except as otherwise
provided pursuant to Section 8 of this Article II, directors shall be elected by
shareholders of the Corporation.  Except as otherwise provided by applicable
law, at each election the persons receiving the greatest number of votes, up to
the number of director then to be elected, shall be the persons then elected. 
Each director shall serve until his or her successor is elected and qualified or
until his or her death, resignation or removal.  The election of directors is
subject to any 


<PAGE>

                                                                              10


provisions relating thereto contained in the Restated Certificate of
Incorporation.

          SECTION 2.08.  VACANCIES.  Except as may otherwise be provided
pursuant to the Restated Certificate of Incorporation in connection with rights
to elect additional directors under specified circumstances which may be granted
to the holders of any series of Preferred Stock, newly created directorships
resulting from any increase in the number of directors, or any vacancies on the
Board of Directors resulting from death, resignation, removal or other causes,
shall be filled solely by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors.  Any director elected in accordance with the preceding sentence shall
hold office until such director's successor shall have been elected and
qualified or until such director's death, resignation or removal, whichever
first occurs.  No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.

          SECTION 2.09.  RESIGNATION OF DIRECTORS.  Any director of the
Corporation may resign at any time by giving written notice to the Chairman of
the Board or to the Secretary of the Corporation.  The resignation of any
director shall take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          SECTION 2.10.  REMOVAL OF DIRECTORS.  Subject to the right to elect
directors under specified circumstances which may be granted pursuant to the
Restated Certificate of Incorporation to the holders of any series of preferred
Stock and unless otherwise provided by law, any director may be removed from
office without cause only by the affirmative vote of the holders of at least 66
2/3% of the voting power of the then outstanding shares of voting stock, voting
together as a single class.

          SECTION 2.11.  QUORUM AND VOTING.  A majority of the number of
directors fixed by these By-laws or by resolution of the Board of Directors
shall constitute a quorum for the transaction of business.  The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of Directors.

          SECTION 2.12.  DIRECTOR CONFLICTS OF INTEREST.  No contract or other
transaction between this Corporation and one or more of its directors or any
other corporation, firm, 


<PAGE>

                                                                              11


association or entity in which one or more of the directors are officers or are
financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at
the meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or because his or their votes
are counted for such purpose, if:

          (a) the fact of such relationship or interest is disclosed or known to
     the Board or Directors or committee which authorizes, approves or ratifies
     the contract or transaction by a vote or consent sufficient for the purpose
     without counting the votes or consents of such interested directors; or

          (b) the fact of such relationship or interest is disclosed or known to
     the shareholders entitled to vote and they authorize, approve or ratify
     such contract or transaction by vote or written consent; or

          (c) the contract or transaction is fair and reasonable as to the
     Corporation at the time it is authorized by the Board, a committee or the
     shareholders.

          Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors of a committee
thereof which authorizes, approves or ratifies such contract or transaction.

          SECTION 2.13.  EXECUTIVE AND OTHER COMMITTEES.  The Board or
Directors, by resolution adopted by a majority of the full Board of Director,
may designate from among its members an executive committee and one or more
other committees each of which, to the extent provided in such resolution, shall
have and may exercise all the authority of the Board of Directors, except that
no committee shall have the authority to:

          (a) approve or recommend to shareholders actions or proposals required
     by law to be approved by shareholders;

          (b) designate candidates for the office of director, for purposes of
     proxy solicitation or otherwise;

          (c) fill vacancies on the Board of Directors or any committee thereof;


<PAGE>

                                                                              12


          (d) adopt, amend or repeal these By-laws or the Restated Certificate
     of Incorporation;

          (e) authorize or approve the reacquisition of shares unless pursuant
     to a general formula or method specified by the Board of Directors;

          (f) adopt an agreement of merger or consolidation; or 

          (g) authorize or approve the issuance or sale of, or any contract to
     issue or sell, shares or designate the terms of a series, the designation
     thereof, may, pursuant to a general formula or method specified by the
     Board of Directors, by resolution or by adoption of a stock option or other
     plan, authorize a committee to fix the terms of any contract for the sale
     of the shares and to fix the terms upon which such shares may be issued or
     sold, including the price, the rate or manner of payment of dividends,
     provisions for redemption, sinking fund, conversion, voting or preferential
     rights, and provisions for other features of a class of shares, or a series
     of a class of shares, with full power in such committee to adopt any final
     resolution setting forth all the terms thereof and to authorize the
     statement of the terms of a series for filing with the office of the
     Secretary of State.

          The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.

          SECTION 2.14.  CHANGE IN COMMITTEES; RESIGNATIONS, REMOVALS AND
VACANCIES.  The Board of Directors shall have power at any time to change or
remove the members of, to fill vacancies in, and to discharge any committee
created pursuant to these By-laws, either with or without cause.  Any member of
any such committee may resign at any time by giving written notice to the Board
or the Chairman of the Board or the Secretary.  Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.  Any vacancy in any committee, whether arising
from death, resignation, an increase in the number of committee members or any
other cause, shall be filled by the Board of Directors in the manner prescribed
in these By-laws for the original appointment of the members of such committee.


<PAGE>

                                                                              13


          SECTION 2.15.  PLACE OF MEETINGS.  Regular and special meetings by the
Board of Directors may be held within or without the State of Delaware.

          SECTION 2.16.  TIME, NOTICE AND CELL OF MEETINGS.  Regular meetings of
the Board of Directors shall be held at times and places specified by the Board
of Directors without notice of the date, time, place or purpose of the meeting. 
Written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director at least 2 days before the meeting. 
In addition to any other regular meetings, a regular meeting of the Board of
Directors shall be held, without other notice than this by-law, immediately
after and at the same place as the annual meeting of shareholders.

          Notice of a meeting of the Board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting. 
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

          Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

          A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors another time and place. 
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.

          Meetings of the Board of Directors may be called by the Chairman of
the Board, by the President of the corporation, or by any two directors.

          Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time.  Participation by such means shall constitute presence in person
at a meeting.


<PAGE>

                                                                              14


          SECTION 2.17.  ACTION WITHOUT A MEETING.  Any action required to be
taken at a meeting of the directors of the Corporation, or any action which may
be taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action to be taken,
signed by all of the directors, or all the members of the committee, as the case
may be, is filed in the minutes of the proceedings of the Board of the
committee.  Such consent shall have the same effect as a unanimous vote and may
be described as such in any document.

          SECTION 2.18.  ADVISORY DIRECTORS.  The Board of directors shall have
the authority to elect a board of outside directors consisting of two members
initially, which number can be increased or decreased by a vote of the
shareholders.  The outside directors shall not be shareholders or officers of
the Corporation, and shall not have voting powers, but rather are to act in the
capacity of consulting and advising the Board of Directors at their invitation.


                                    ARTICLE III
                                          
                                      OFFICERS

          SECTION 3.01.  OFFICERS.  The officers of this Corporation shall
consist of a President, chairman of the Board, a Secretary and a Treasurer, each
of whom shall be elected by the Board of Directors, and shall serve until their
successors are chosen and qualify.  Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time.

          Any two or more offices may be held by the same person.  The failure
to elect a President, Chairman of the Board, Secretary or Treasurer shall not
affect the existence of this Corporation.

          SECTION 3.02.  DUTIES.  The officers of this Corporation shall have
the following duties:

          The President shall be the chief executive officer of the Corporation,
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the shareholders and, unless a chairman of the Board
of Directors has been elected and is present, shall preside at all meetings of
the Board of Directors.


<PAGE>

                                                                              15


          The Chairman of the Board of Directors shall preside at all meetings
of the Board of Directors.

          The Secretary shall have custody of, and maintain, all the corporate
records except the financial records, shall have the authority to execute any
and all documents in connection with intellectual property matters, including,
but not limited to, Powers of Attorney, Appointment of Resident Agent forms and
any other documents which are required in connection with the intellectual
property matters of the Corporation, shall prepare the minutes of all meetings
of the shareholders and Board of Directors, shall authenticate records of the
Corporation; shall send all notices of meetings out, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.

          The Treasurer shall have custody of all corporation funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of shareholders
and whenever else required by the Board of directors or the president, and shall
perform such other duties as may be prescribed by the Board of directors or the
President.

          SECTION 3.03.  REMOVAL OF OFFICERS.  Any officer or agent elected or
appointed by the Board of directors may be removed by the Board at any time with
or without cause.

          Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.

          SECTION 3.04.  RESIGNATION OF OFFICERS.  An officer may resign at any
time by delivering notice to the Corporation.  A resignation is effective when
the notice is delivered unless the notice specifies a later effective date.  If
a resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.


                                     ARTICLE IV
                                          
                                 STOCK CERTIFICATES

          SECTION 4.01.  ISSUANCE.  Every holder of shares in this Corporation
shall be entitled to have a certificate, 


<PAGE>

                                                                              16


representing all shares to which he is entitled.  The Board of Directors may
authorize shares to be issued for consideration consisting of any tangible or
intangible property or benefit to the Corporation, including cash, promissory
notes, services performed, promises to perform services evidenced by a written
contract, or other securities of the Corporation.

          Before the Corporation issues shares, the Board of Directors must
determine that the consideration received for shares to be issued is adequate. 
The determination by the Board of Directors is conclusive insofar as the
adequacy of consideration for the issuance of shares relates to whether the
shares are validly issued, fully paid and nonassessable.  When it cannot be
determined that outstanding shares are fully paid and nonassessable, there shall
be a conclusive presumption that such shares are fully paid an nonassessable if
the Board of Directors makes a good faith determination that there is no
substantial evidence that the full consideration for such shares has not been
paid.

          When the Corporation receives the consideration the which the Board of
Directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable.  Consideration in the form of a promise to pay
money or a promise to perform services is received by the Corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.

          SECTION 4.02.  FORM.  Certificates representing shares in this
Corporation shall be signed by the President or any vice president and the
Secretary or an assistant secretary and may be sealed with the seal of this
Corporation or a facsimile thereof.  The signatures of the President of any vice
president and the Secretary or an assistant secretary  may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the Corporation itself of an employee of the Corporation.  In case
any officer who signed or whose facsimile signature has been place upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issuance.

          If this Corporation is authorized to issue shares of more than one
class or more than one series of any class, every certificate representing
shares issued by this Corporation shall set forth or fairly summarize upon the
face or back of the certificate, or shall state that the Corporation will
furnish to any shareholder upon request and 


<PAGE>

                                                                              17


without charge a full statement of, the designations, preferences, limitations
and relative right of the shares of each class or series authorized to be
issued, and the variations in the relative rights and preferences between the
shares of each series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.

          Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.

          Each certificate representing shares shall state upon the face
thereof:  the name of the Corporation; that the Corporation is organized under
the laws of the State of Delaware; the name of the person or persons to whom
issued; the number and class of shares; and the designation of the series, if
any, which such certificate represents.

          SECTION 4.03.  TRANSFER OF STOCK.  Transfer of shares of the
Corporation shall be made only on the stock transfer books of the Corporation by
the holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate of such
shares.  The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.

          SECTION 4.04.  LOST STOLEN, OR DESTROYED CERTIFICATES.  The
Corporation shall issue a new stock certificate in the place of any certificate
previously issued if the holder of record of the certificate (a) makes proof in
affidavit form that it has been lost, destroyed or wrongfully taken;  (b)
requests the issue of a new certificate before the Corporation has notice that
the certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
Corporation may direct to indemnify the Corporation, the transfer agent and
registrar against any claim that may be made on account of the alleged loss,
destruction or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation.


<PAGE>

                                                                              18


                                      ARTICLE V

                        CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 5.01.  CONTRACTS.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of the and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

          SECTION 5.02.  LOANS.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

          SECTION 5.03.  CHECKS, DRAFTS, ETC.  All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
agent or agents, of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors.

          SECTION 5.04.  DEPOSITS.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.


                                     ARTICLE VI
                                          
                                 BOOKS AND RECORDS

          SECTION 6.01.  BOOKS AND RECORDS.  The Corporation shall keep as
permanent records, in accordance with applicable law, minutes of all meetings of
its shareholders and Board of directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, a record of all actions
taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation, and such books or records and accounts
as may be necessary for the proper conduct of the business of the Corporation.

          SECTION 6.02.  INSPECTION OF BOOKS AND RECORDS.  The Board of
Directors and, unless otherwise specified by the Board, the Chairman of the
Board and the President 


<PAGE>

                                                                              19


shall, subject to applicable law, have the sole power to determine from time to
time whether and to what extent and what times and places and under what
conditions and regulations the accounts, books and records of the Corporation,
or any of them, shall be open to the inspection of the shareholders; and, except
as specifically conferred by law, no shareholders; and, as specifically
conferred by law, no shareholder shall have any right to inspect any account,
book, record or document of the Corporation, unless and until authorized to do
so by the Board or, unless otherwise specified by the Board, by order of the
Chairman of the Board or by the President.


                                    ARTICLE VII
                                          
                  DISTRIBUTIONS, SHARE DIVIDENDS AND SHARE OPTIONS
                                          
          SECTION 7.01.  DISTRIBUTIONS.  The Board Directors of this Corporation
may, from time to time, authorize and the Corporation may pay distributions to
the shareholders.  A distribution is a direct or indirect transfer of money or
other property (except the Corporation's own shares) or incurrence of
indebtedness by the Corporation to or for the benefit of the shareholders in
respect of any of its shares.  A distribution may be in the form of a
declaration or payment of a dividend; a purchase, redemption, or other
acquisition of shares; a distribution of indebtedness; or otherwise.

          No distribution may be made if, after giving it effect:

          (a) the Corporation would not be able to pay its debts as they become
     due to the usual course of business; or

          (b) the Corporation would be less than the sum of its total
     liabilities plus the amount that would be needed, if the Corporation were
     to be dissolved at the time of the distribution, to satisfy the
     preferential rights upon dissolution of shareholders whose preferential
     rights upon dissolution of share holders whose preferential rights are
     superior to those receiving the distribution.

          If the Board of directors does not fix the record date for determining
     shareholders entitled to a distribution (other than one involving a
     purchase, redemption, or other acquisition of the Corporation's 


<PAGE>

                                                                              20


     shares), it is the date the Board of Directors authorizes the distribution.

          The Board of Directors may base a determination that a distribution is
not prohibited either on financial statements prepared on the basis of
accounting practices and principles that are reasonable in the circumstances or
on a fair valuation or other method that is reasonable in the circumstances.  In
the case of any distribution based upon such a valuation, each such distribution
shall be identified as a distribution based upon a current valuation of assets,
and the amount per share paid on the basis of such valuation shall be disclosed
to the shareholders concurrent with their receipt of the distribution.

          SECTION 7.02.  SHARE DIVIDENDS.  Unless the Restated Certificate of
Incorporation provides otherwise, share may be issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders of one or
more classes or series.  An issuance of shares under this section is a share
dividend.

          Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless:

          (a) the Restated Certificate of Incorporation so authorizes;

          (b) a majority of the votes entitled to be cast by the class or series
     to be issued approves the issue; or

          (c) there are no outstanding shares of the class or series to be
     issued.

          If the Board of Directors does not fix the record date for determining
     shareholders entitled to a share dividend, it is the date the Board of
     Directors authorizes the share dividend.

          SECTION 7.03.  SHARE OPTIONS.  Unless the Restated Certificate of
Incorporation provides otherwise, the Corporation may issue rights, option or
warrants for the purchase of its shares.  The Board of Directors shall determine
the terms upon which the rights, options or warrants are issued, their form and
content, and the consideration for which the shares are to be issued.

          The terms and conditions of stock rights and options which created and
issued by the Corporation, or its successor, and which entitle the holders
thereof to purchase 


<PAGE>

                                                                              21


from the Corporation shares of any class or classes, whether authorized but
unissued shares, treasury shares or shares to be purchased or acquired by the
Corporation, may include restrictions or conditions that preclude or limit the
exercise, transfer, receipt or holding of such rights or options by any person
or persons, including any person or persons owning or offering to acquire a
specified number or percentage of the outstanding commons shares or other
securities of the Corporation, or any transferee or transferees of any such
person or persons, or that invalidate or void such rights or options held by any
such person or persons or any such transferee or transferees.


                                    ARTICLE VIII
                                          
                                   CORPORATE SEAL
                                          
          The Board of Directors shall provide a corporate seal which shall
inscribed thereon the name of the Corporation and such other words and figures
and in such design as may be prescribed by the Board of Directors, and may be
facsimile, engraved, printed or an impression, or other type seal.


                                     ARTICLE IX
                                          
                                    FISCAL YEAR
                                          
          The fiscal year of the Corporation shall, by resolution, be determined
by the Board of Directors.


                                     ARTICLE X
                                          
                            Indemnification of Directors
                           OFFICERS, EMPLOYEES AND AGENTS
                                          
          SECTION 10.01.  ACTION AGAINST PARTY BECAUSE OF CORPORATE POSITION. 
The Corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened to be made a party to any threatened,
pending or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, partner, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other 


<PAGE>

                                                                              22


enterprise, against expenses (including attorneys' fees inclusive of any
appeal), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such claim, action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
unlawful.  The termination of any claim, action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

          SECTION 10.02.  ACTION BY OR IN THE RIGHT OF CORPORATION.  The
Corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, action or suit by
or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that he is or was director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees inclusive of any appeal) actually and reasonably
incurred by him in connection with the defense or settlement of such claim,
action or suit if he acted in good faith in a manner he reasonably believed to
be in or not opposed to the best interest of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction (the "Court") in which such
claim, action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court shall deem proper.

          SECTION 10.03.  REIMBURSEMENT IF SUCCESSFUL.  To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any claim, action, suite or proceeding
referred to in Sections 1 or 2 of this Article X, or in defense of any claims,
issue or matter therein, he 


<PAGE>

                                                                              23


shall be indemnified against expenses (including attorneys fees inclusive of any
appeal) actually and reasonably incurred by him in connection therewith,
notwithstanding that he has not been successful (on the merits or otherwise) on
any other claim, issue or matter in any such claim, action, suit or proceeding.

          SECTION 10.04.  AUTHORIZATION.  Any indemnification under Section 1
and 2 of this Article X  (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2.  Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of director who wee not
parties so such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directors, by independent legal counsel in a written opinion, or (c) by the
shareholders.

          SECTION 10.05.  ADVANCED REIMBURSEMENT.  Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article.

          SECTION 10.06.  INDEMNIFICATION NOT EXCLUSIVE.  The indemnification
provided by this Article shall be deemed exclusive of any other rights to which
those indemnified may be entitled under any statute, rule of law, provision of
the Restated Certificate of Incorporation, by law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity, while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.  Where such other provision
provides broader rights of indemnification than these by-laws, said other
provision shall control.

          SECTION 10.07.  INSURANCE.  The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or 


<PAGE>

                                                                              24


agent of the Corporation, or is or was serving at the request of the Corporation
as a director, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any lability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article.


                                      ARTICLE XI

                                      AMENDMENT

          Except as otherwise provided herein, these By-laws may be altered,
amended or repealed or new by-laws may be adopted by the shareholders or by the
Board of directors at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting; PROVIDED, HOWEVER,
that in the case of amendments by shareholders, notwithstanding any other
provisions of these By-laws or any other provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the capital stock required by law,
the Restated Certificate of Incorporation or these By-laws, the affirmative vote
of the holders of at least 66 2/3% of all then outstanding shares of voting
stock of the Corporation, voting together as a single class, shall be required
to alter, amend or repeal any provision of these By-laws.


                                    ARTICLE XII
                                          
                                 EMERGENCY BY-LAWS
                                          
          SECTION 12.01.  EMERGENCY BY-LAWS.  The Board of Directors may adopt
by-laws to be effective only in an emergency.  An emergency exists for the
purposes of this section if a quorum of the Corporation's directors cannot
readily be assembled because of some catastrophic event.  The emergency by-laws,
which are subject to amendment or repeal by the shareholders, may make all
provisions necessary for managing the Corporation during an emergency,
including:

          (a) procedures for calling a meeting of the Board of Directors;


<PAGE>

                                                                              25


          (b) quorum requirements for the meeting; and

          (c) designation of additional of substitute directors.

          SECTION 12.02.  LINE OF SUCCESSION.  The Board Directors, either
before or during such emergency, may provide, and from time to time modify,
lines of succession in the event that during such emergency any or all officers
or agents of the Corporation are for any reason rendered incapable of
discharging their duties.

          SECTION 12.03.  GOVERNING BY-LAWS.  All provisions of these By-laws
consistent with the emergency by-laws remain effective during the emergency. 
The emergency by-laws are not effective after the emergency ends.

          SECTION 12.04.  EFFECT OF CORPORATION ACTION.  Corporate action taken
in good faith in accordance with the emergency by-laws;

          (a) binds the Corporation; and

          (b) may not be used to impose liability on a corporate director,
     officer, employee or agent.



<PAGE>
                                                                     Exhibit 4.5

                                                                           PTC-6
                                                                         3-24-98

================================================================================

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                           Dated as of March 25, 1998

                                  By And Among

                      PLANET HOLLYWOOD INTERNATIONAL, INC.

                                       and

              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                    individually and as Administrative Agent,
                            THE BANK OF NOVA SCOTIA,
                     individually and as Syndication Agent,

            (with all of the foregoing being referred to as Lenders)

            (with the Administrative Agent and the Syndication Agent
              being further referred to collectively as the Agents)

                    SUNTRUST EQUITABLE SECURITIES CORPORATION
                and THE BANK OF NOVA SCOTIA, as the Co-Arrangers
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I
      DEFINITIONS; CONSTRUCTION...............................................2
      Section 1.1       Definitions...........................................2
      Section 1.2       Accounting Terms and Determination...................22
      Section 1.3       Other Definitional Provisions........................22
      Section 1.4       Exhibits and Schedules...............................22

ARTICLE II
      REVOLVING LOANS; LETTERS OF CREDIT.....................................23
      Section 2.1       Commitment; Use of Proceeds..........................23
      Section 2.2       Notes; Repayment of Principal........................25
      Section 2.3       Voluntary Reduction of Revolving
                         Loan Commitments....................................25
      Section 2.4       Letters of Credit....................................26
      Section 2.5       Manner of Issuance...................................26
      Section 2.6       Drawings Under Letters of Credit.....................26
      Section 2.7       General Provisions as to Letters
                         of Credit...........................................27
      Section 2.8       Participation........................................29

ARTICLE III
       ......................................................................31

ARTICLE IV
      GENERAL LOAN TERMS.....................................................31
      Section 4.1       Funding Notices......................................31
      Section 4.2       Disbursement of Funds................................33
      Section 4.3       Interest.............................................36
      Section 4.4       Interest Periods.....................................37
      Section 4.5       Fees.................................................38
      Section 4.6       Voluntary Prepayments of Borrowings..................39
      Section 4.7       Payments, etc........................................40
      Section 4.8       Interest Rate Not Ascertainable, etc.................43
      Section 4.9       Illegality...........................................43
      Section 4.10      Increased Costs......................................44
      Section 4.11      Lending Offices......................................46
      Section 4.12      Funding Losses.......................................47
      Section 4.13      Assumptions Concerning Funding of
                         LIBOR Advances......................................48
      Section 4.14      Apportionment of Payments............................48
      Section 4.15      Sharing of Payments, Etc.............................48
      Section 4.16      Capital Adequacy.....................................49
      Section 4.17      Benefits to Guarantors...............................49


                                        i
<PAGE>

      Section 4.18      Limitations on Certain Payment
                         Obligations.........................................49
      Section 4.19      Affected Lenders.....................................50
      Section 4.20      Return of Payments...................................51
 
ARTICLE V
      CONDITIONS TO BORROWINGS...............................................51
      Section 5.1       Conditions Precedent to Initial Loans................52
      Section 5.2       Conditions to All Loans..............................55

ARTICLE VI
      REPRESENTATIONS AND WARRANTIES.........................................56
      Section 6.1       Organization and Qualification.......................56
      Section 6.2       Corporate Authority..................................56
      Section 6.3       Financial Statements.................................57
      Section 6.4       Tax Returns..........................................57
      Section 6.5       Actions Pending......................................57
      Section 6.6       Representations; No Defaults.........................58
      Section 6.7       Title to Properties; Capitalized Leases..............58
      Section 6.8       Enforceability of Agreement..........................58
      Section 6.9       Consent..............................................59
      Section 6.10      Use of Proceeds; Federal Reserve
                         Regulations.........................................59
      Section 6.11      ERISA................................................59
      Section 6.12      Subsidiaries.........................................60
      Section 6.13      Outstanding Debt.....................................60
      Section 6.14      Conflicting Agreements...............................60
      Section 6.15      Environmental Matters................................61
      Section 6.16      Possession of Franchises, Licenses, Etc..............62
      Section 6.17      Patents, Trademarks, Etc.............................62
      Section 6.18      Governmental Consent.................................63
      Section 6.19      Disclosure...........................................63
      Section 6.20      Insurance Coverage...................................63
      Section 6.21      Labor Matters........................................63
      Section 6.22      Intercompany Loans; Dividends........................64
      Section 6.23      Securities Acts......................................64
      Section 6.24      Investment Company Act; Holding Company..............64
      Section 6.25      Regulation G, Etc....................................64
      Section 6.26      Changes in Financial Condition;
                         Adverse Developments................................64
      Section 6.27      Year 2000............................................65
      Section 6.28      1998 Senior Subordinated Debt Issue..................65
      Section 6.29      Collateral...........................................65

ARTICLE VII
      AFFIRMATIVE COVENANTS..................................................66
      Section 7.1       Corporate Existence, Etc.............................66
      Section 7.2       Compliance with Laws, Etc............................66
      Section 7.3       Payment of Taxes and Claims, Etc.....................66
      Section 7.4       Keeping of Books.....................................66
      Section 7.5       Visitation, Inspection, Etc..........................66
      Section 7.6       Insurance; Maintenance of Properties.................67


                                       ii
<PAGE>

      Section 7.7       Reporting Covenants..................................68
      Section 7.8       Financial Covenants..................................72
      Section 7.9       Notices Under Certain Other Indebtedness.............73
      Section 7.10      Additional Guarantors................................74
      Section 7.11      Fiscal Year..........................................74
      Section 7.12      Ownership of Guarantors..............................74
      Section 7.13      Subordination of Intercompany Loans..................75

ARTICLE VIII
      NEGATIVE COVENANTS.....................................................75
      Section 8.1       Liens................................................75
      Section 8.2       Mergers, Acquisitions, Sales, Etc....................76
      Section 8.3       Investments, Loans, Etc..............................77
      Section 8.4       Sale and Leaseback Transactions......................79
      Section 8.5       Transactions with Affiliates.........................79
      Section 8.6       Optional Prepayments.................................80
      Section 8.7       Changes in Business..................................80
      Section 8.8       ERISA................................................80
      Section 8.9       Additional Negative Pledges..........................80
      Section 8.10      Limitation on Payment Restrictions
                         Affecting Consolidated Companies....................81
      Section 8.11      Use of Proceeds......................................81
      Section 8.12      Subsidiary Indebtedness..............................81
      Section 8.13      Dividends............................................81
      Section 8.14      Restrictions on Subordinated Debt....................81
      
ARTICLE IX
      EVENTS OF DEFAULT......................................................81
      Section 9.1       Payments.............................................81
      Section 9.2       Covenants Without Notice.............................82
      Section 9.3       Other Covenants......................................82
      Section 9.4       Representations......................................82
      Section 9.5       Non-Payments of Other Indebtedness...................82
      Section 9.6       Defaults Under Other Agreements......................82
      Section 9.7       Bankruptcy...........................................83
      Section 9.8       ERISA................................................83
      Section 9.9       Money Judgment.......................................84
      Section 9.10      Ownership of Credit Parties..........................84
      Section 9.11      Change in Control of Borrower........................84
      Section 9.12      Default Under Other Credit Documents.................84
      Section 9.13      Attachments..........................................85
      Section 9.14      Default Under the Lease..............................85
      Section 9.15      First Quarter Consolidated EBIT......................85

ARTICLE X
      THE AGENTS.............................................................85
      Section 10.1      Appointment of Agents................................85
      Section 10.2      Nature of Duties of Administrative Agent.............86
      Section 10.3      Lack of Reliance on the Administrative
                         Agent...............................................86


                                       iii
<PAGE>

      Section 10.4      Certain Rights of the Administrative
                         Agent...............................................87
      Section 10.5      Reliance by Agents...................................87
      Section 10.6      Indemnification of Agents............................88
      Section 10.7      The Administrative Agent in its
                         Individual Capacity.................................88
      Section 10.8      Holders of Notes.....................................88
      Section 10.9      Successor Administrative Agent.......................89
      
ARTICLE XI
      MISCELLANEOUS..........................................................89
      Section 11.1      Notices..............................................90
      Section 11.2      Amendments, Etc......................................90
      Section 11.3      No Waiver; Remedies Cumulative.......................91
      Section 11.4      Payment of Expenses, Etc.............................91
      Section 11.5      Right of Setoff......................................93
      Section 11.6      Benefit of Agreement.................................93
      Section 11.7      Governing Law; Submission to
                         Jurisdiction; Waiver of Jury Trial..................96
      Section 11.8      Independent Nature of Lenders' Rights................97
      Section 11.9      Counterparts.........................................97
      Section 11.10     Effectiveness; Survival..............................98
      Section 11.11     Severability.........................................98
      Section 11.12     Independence of Covenants............................98
      Section 11.13     Change in Accounting Principles,
                         Fiscal Year or Tax Laws.............................99
      Section 11.14     Headings Descriptive; Entire Agreement...............99
      Section 11.15     Time is of the Essence...............................99
      Section 11.16     Usury................................................99
      Section 11.17     Construction........................................100
      Section 11.18     European Monetary Union.............................100
      Section 11.19     Amendment and Restatement of Initial
                         Credit Agreement...................................100


                                       iv
<PAGE>

                                    SCHEDULES

Schedule 6.1            Organization and Ownership of Subsidiaries   
Schedule 6.4            Tax Filings and Payments
Schedule 6.5            Certain Pending and Threatened Litigation
Schedule 6.7            Capitalized Lease Obligations
Schedule 6.11           Employee Benefit Matters
Schedule 6.13(a)        Outstanding Indebtedness
Schedule 6.13(b)        Defaults Under Existing Indebtedness
Schedule 6.14           Conflicting Agreements
Schedule 6.15(a)        Environmental Compliance
Schedule 6.15(b)        Environmental Notices
Schedule 6.15(c)        Environmental Permits
Schedule 6.15(d)        Equal Employment and Employee Safety
Schedule 6.17           Patent, Trademark, License, and Other
                        Intellectual Property Matters
Schedule 6.21           Labor and Employment Matters
Schedule 6.22           Intercompany Loans
Schedule 7.10           Specific Subsidiaries who are not Guarantors
Schedule 8.1            Existing Liens
Schedule 8.3(c)         Existing Investments

                                    EXHIBITS

Exhibit A               Form of Assignment and Acceptance
Exhibit B               Form of Subsidiary Guaranty Agreement
Exhibit C               Form of Contribution Agreement
Exhibit D               Form of Revolving Credit Note
Exhibit E               Form of Pledge Agreement
Exhibit F               Form of Closing Certificate
Exhibit G               Form of Opinion of Borrower's Counsel
Exhibit H               Form of Joinder to this Agreement
Exhibit I               Form of Supplement to Subsidiary Guaranty
                        Agreement
Exhibit J               Form of Supplement to Contribution Agreement
Exhibit K               Description of Headquarters Real Property
Exhibit L               Form of Security Agreement


                                        v
<PAGE>

                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

      THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March
25, 1998 (the "Agreement") by and among PLANET HOLLYWOOD INTERNATIONAL, INC.
("Borrower"), a Delaware corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, ("SunTrust") a national banking association, THE BANK OF NOVA
SCOTIA ("Scotiabank"), a Canadian chartered bank, (collectively, the "Lenders"
and, individually, a "Lender"), and SunTrust as Administrative Agent for the
Lenders, Scotiabank as Syndication Agent for the Lenders, and SunTrust and
Scotiabank as Agents for the Lenders.

                              W I T N E S S E T H:

      WHEREAS, on or about September 18, 1997, the Borrower and SunTrust,
AmSouth Bank, Scotiabank, Banque Paribas, Dai-Ichi Kangyo Bank, Limited, Atlanta
Agency, The Fuji Bank and Trust Company, Lloyds Bank PLC, National Westminster
Bank PLC, and the Sakura Bank, Limited(the "Initial Lenders") entered into that
certain Revolving Credit and Term Loan Agreement (the "Initial Credit
Agreement") dated September 18, 1997 providing for the extension to the Borrower
of various credit facilities as set forth therein; and

      WHEREAS, on or about October 1, 1997, the Borrower and the Initial
Lenders, the Administrative Agent and the Syndication Agent entered into that
certain First Amendment to Revolving Credit and Term Loan Agreement, Consent and
Waiver (the "First Amendment") which amended the Initial Credit Agreement.
Hereafter, the term "Initial Credit Agreement" includes the First Amendment; and

      WHEREAS, the parties have had discussions regarding the restructuring of
the credit facilities and the Initial Credit Agreement and wish to amend and
restate in its entirety the Initial Credit Agreement as set forth herein. This
Agreement will further provide for a restructuring of the Lenders, a
restructuring and reduction of the Total Revolving Loan Commitment to the
aggregate amount of $65,000,000.00 and the extension of the term of said credit
facility, the elimination of the Term Loan Commitment, the ability by the
Borrower to incur subordinate debt of $250,000,000.00 and other matters all as
set forth herein.
<PAGE>

      NOW, THEREFORE, for and in consideration of the mutual covenants made
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

      Section 1.1 Definitions. As used in this Agreement, and in any instrument,
certificate, document or report delivered pursuant thereto, the following terms
shall have the following meanings (to be equally applicable to both the singular
and plural forms of the term defined):

            "Administrative Agent" shall mean SunTrust Bank, Central Florida,
National Association as Administrative Agent for the Lenders hereunder and under
the other Credit Documents, and each successor Administrative Agent.

            "Advance" shall mean any principal amount advanced and remaining
outstanding at any time under the Revolving Loans which Advance shall be made or
outstanding as a Base Rate Advance, a LIBOR Advance, or a Swing Line Advance.

            "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

            "Agents" shall mean SunTrust Bank, Central Florida, National
Association and The Bank of Nova Scotia as agents for the Lenders hereunder and
under the other Credit Documents, and each successor Agent.

            "Agreement" shall mean this Amended and Restated Revolving Credit
Agreement, either as originally executed or as it may be from time to time
supplemented, amended, restated, renewed or extended and in effect.

            "Aladdin Letter of Intent" shall mean that certain Memorandum of
Understanding and Letter of Intent dated as of September 2, 1997 between the
Borrower and Aladdin Gaming, LLC, as joined in by Aladdin Holdings, LLC, as
amended by those two


                                        2
<PAGE>

(2) letters dated October 15, 1997 and October ____, 1997, but not including any
further amendments or modifications thereto.

            "Applicable Margin" shall mean 3.00% (i.e. 300 basis points).

            "Asset Value" shall mean, with respect to any property or asset of
any Consolidated Company as of any particular date, an amount equal to the
greater of (i) the then book value of such property or asset as established in
accordance with GAAP, and (ii) the then fair market value of such property or
asset as determined in good faith by the board of directors of such Consolidated
Company.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit A.

            "Available Foreign Currency" shall mean, individually or
collectively, as the context shall require, each of the following currencies, if
offered and subject to availability to all Lenders: (i) Japanese Yen, (ii)
French Francs, (iii) German Deutsche Marks, (iv) United Kingdom Pounds Sterling,
(v) Spanish Pesetas, (vi) Italian Lira, and (vii) at the option of all Lenders,
any other currency which is freely transferrable and convertible into U.S.
Dollars; provided, however, no such other currency shall be included as an
Available Foreign Currency hereunder unless (A) the Borrower has submitted a
written request to the Administrative Agent and Lenders that it be so included
and (B) the Administrative Agent and all Lenders have agreed to such request.

            "Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as amended
and in effect from time to time (11 U.S.C. ss.5101 et seq.).

            "Base Rate" shall mean (with any change in the Base Rate to be
effective as of the date of change of either of the following rates):

            with respect to the Revolving Loans the higher of (a) the rate which
            SunTrust Banks of Florida, Inc., ("SunTrust Banks") announces from
            time to time as its prime lending rate, as in effect from time to
            time (the "Prime Rate") or (b) the Federal Funds Rate, as in effect
            from time to time, plus one-half of one percent (0.50%) per annum.
            The Prime Rate is a reference rate and does not necessarily
            represent the lowest or best rate charged borrowing customers of any


                                        3
<PAGE>

            subsidiary bank of SunTrust Banks; any subsidiary of SunTrust Banks,
            including the Administrative Agent, may make commercial loans or
            other loans at rates of interest at, above or below the Prime Rate.

            "Base Rate Advance" shall mean any Loan or Advance made or
outstanding hereunder and bearing interest based on the Base Rate.

            "Base Rate Option" shall mean the option of the Borrower to select
an interest rate determined by reference to the Base Rate for any applicable
Interest Period for any Loan.

            "Borrowing" shall mean the incurrence by Borrower under the Facility
of Advances of one Type concurrently having the same Interest Period or the
continuation or conversion of an existing Borrowing or Borrowings in whole or in
part.

            "Business Day" shall mean any day other than Saturday, Sunday and a
day on which commercial banks are required or authorized to be closed for
business in Orlando, Florida, or the State of New York or London, England;
provided, that in the case of an Advance as a LIBOR Loan in U.S. Dollars or a
Multicurrency Loan in an Available Foreign Currency, such day is also a day on
which dealings between banks are carried on in U.S. Dollar and Available Foreign
Currency deposits in the London interbank market.

            "Capitalized Lease Obligations" shall mean all lease obligations
which have been or are required to be, in accordance with GAAP, capitalized on
the books of the lessee.

            "CERCLA" has the meaning set forth in Section 6.15 of this
Agreement.

            "Closing Date" shall mean the date on or before March 31, 1998, on
which the initial Loans may be made and the conditions set forth in Section 5.1
are satisfied or waived in accordance with Section 11.2.

            "Co-Arrangers" shall mean SunTrust Equitable Securities Corporation
and The Bank of Nova Scotia.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.


                                        4
<PAGE>

            "Collateral" shall mean, except where otherwise directed by the
Administrative Agent, all tangible and intangible assets of the Borrower,
including, but not limited to, all Stock Collateral, notes from subsidiaries
referenced on Schedule 7.10, and general intangibles such as franchises,
trademarks, brands, licenses, patents and other rights necessary for the
operation of its business, and the Headquarters Facility. 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.

            "Commitment" shall mean, for any Lender at any time, its Revolving
Loan Commitment.

            "Commitment Fee" shall mean the following fee payable by the
Borrower to the Administrative Agent for the account of and distribution to each
Lender with respect to the Commitments:

            (i) for the period from the Closing through December 31, 1998, the
      Commitment Fee shall be 0.75% (i.e. 75 basis points), as provided in
      Section 4.5(b); and

            (ii) for the period after December 31, 1998, the Commitment Fee
      shall be 0.50% (i.e. 50 basis points).

For the purposes of determining the Commitment Fee, Swing Line Advances shall be
deemed to be outstanding solely in connection with the Revolving Loan Commitment
from the Swing Line Lender only. The Commitment Fee shall be paid as provided in
Section 4.5(b).

            "Consolidated Companies" shall mean, collectively, Borrower and all
of its Subsidiaries.

            "Consolidated EBIT" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated Net Income (Loss),
plus, to the extent deducted in determining Consolidated Net Income (Loss) (i)
Consolidated Interest Expense and (ii) Consolidated Income Tax Expense.

            "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)


                                        5
<PAGE>

Consolidated Interest Expense, (iii) depreciation and amortization, and (iv)
non-cash charges of $68,200,000.00 which were included in determining the
Consolidated Companies' net income for its fiscal year ended December 28, 1997.
EBITDA shall be adjusted to include the audited trailing twelve months EBITDA of
any acquired entity.

            "Consolidated EBITDAR" 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, (iv) Consolidated Rental Expense, and (v) non-cash charges of
$68,200,000.00 which were included in determining the Consolidated Companies'
net income for its fiscal year ended December 28, 1997, all as determined in
accordance with GAAP.

            "Consolidated IR" shall mean, for any fiscal period of the Borrower,
an amount equal to the sum of its Consolidated Interest Expense plus
Consolidated Rental Expense.

            "Consolidated Interest Expense" shall mean, for any fiscal period of
Borrower, total interest expense (including without limitation, interest expense
attributable to capitalized leases in accordance with GAAP) of Borrower and its
Subsidiaries on a consolidated basis.

            "Consolidated Income Tax Expense" shall mean, for any fiscal period
of the Borrower, the aggregate of (i) all taxes based upon or measured by the
income of the Borrower and its Subsidiaries on a consolidated basis and (ii)
franchise taxes payable by the Borrower and its Subsidiaries on a consolidated
basis, determined in accordance with GAAP.

            "Consolidated Net Income (Loss)" shall mean, for any fiscal period
of Borrower, the consolidated net income (or loss) of Borrower and its
Subsidiaries for such period (taken as a single accounting period); provided
that (i) there shall be excluded therefrom (A) any items of gain or loss
resulting from the sale of assets other than in the ordinary course of business;
and (B) the income (or loss) of any party accrued prior to the date such party
becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower
or any of its Subsidiaries, or such party's assets are acquired by the Borrower
or any of its Subsidiaries and (ii) there shall be included therein the income
(or loss) of any Non-Majority Owned Subsidiary but only to the extent of the
interest therein of the Borrower and, further, only to the extent that said
income is unrestricted and therefore may be withdrawn at any time by the
Borrower in its discretion without any conditions or approvals of any other
party.


                                        6
<PAGE>

            "Consolidated Net Worth" shall mean, for any period of
determination, the Borrower's consolidated total assets less consolidated total
liabilities determined in accordance with GAAP. The calculation of Consolidated
Net Worth shall exclude Subordinated Debt.

            "Consolidated Rental Expense" shall mean for any fiscal GAAP period
of Borrower, total rental expense and operating lease expense of Borrower and
its Subsidiaries on a consolidated basis determined in accordance with GAAP.

            "Contractual Obligation" of any Person shall mean any provision of
any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

            "Contribution Agreement" shall mean the Contribution Agreement
executed by each of the Guarantors in favor of the Lenders and the Agents,
substantially in the form of Exhibit C attached hereto, as the same may be
amended, restated or supplemented from time to time.

            "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 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.

            "Credit Parties" shall mean, collectively, each of Borrower, the
Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

            "Default" shall mean any condition or event which, with notice or
lapse of time or both, would constitute an Event of Default.

            "Default Rate" shall mean the higher of (i) Base Rate plus two
percent (2%), or (ii) the interest rate otherwise applicable to said amount
outstanding plus two percent (2%), but in no event shall such interest rate
exceed the highest lawful rate.

            "Dollar" and the sign "$" shall mean lawful money of the United
States of America.


                                        7
<PAGE>

            "Eligible Assignee" shall mean (i) a commercial bank organized under
the laws of the United States, or any state thereof, having total assets in
excess of $1,000,000,000 or any commercial finance or asset based lending
Affiliate of any such commercial bank, (ii) any Lender or any Affiliate of any
Lender and (iii) any other financial institution approved in writing by the
Administrative Agent and the Borrower.

            "Environmental Laws" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, and having the force of laws, now or
hereafter in effect (including, without limitation, those with respect to
asbestos or asbestos containing material or exposure to asbestos or asbestos
containing material), relating to pollution or protection of the environment and
relating to public health and safety, including, without limitation, those
imposing liability or standards of conduct concerning (i) emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals or
industrial toxic or hazardous materials, substances or wastes, including without
limitation, any Hazardous Substance, petroleum including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals or substances
regulated by any Environmental Law into the environment (including without
limitation, ambient air, surface water, ground water, land surface or subsurface
strata), or (ii) the manufacture, processing, distribution, use, generation,
treatment, storage, disposal, transport or handling of any Hazardous Substance,
petroleum including crude oil or any fraction thereof, any petroleum product or
other waste, chemicals or substances regulated by any Environmental Law, and
(iii) underground storage tanks and related piping, and emissions, discharges
and releases or threatened releases therefrom, such Environmental Laws to
include, without limitation (i) the Clean Air Act (42 U.S.C. ss.7401 et seq.),
(ii) the Clean Water Act (33 U.S.C. ss.1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. ss.6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. ss.2601 et seq.) and (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. ss.9601 et seq.).

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

            "ERISA Affiliate" shall mean, with respect to any Person, each trade
or business (whether or not incorporated) which is a member of a group of which
that Person is a member and which is under common control within the meaning of
the regulations promulgated under Section 414 of the Tax Code.


                                        8
<PAGE>

            "Event of Default" shall have the meaning set forth in Article .

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

            "Executive Officer" shall mean with respect to any Person (other
than a Guarantor), the President, Vice Presidents, Chief Financial Officer,
Treasurer, Secretary and any Person holding comparable offices or duties, and
with respect to a Guarantor, the President, Chief Financial Officer or Treasurer
and any Person holding comparable offices or duties.

            "Extension of Credit" shall mean the making of a Loan or the
conversion of a Loan of one Type into a Loan of another Type.

            "Facility" or "Facilities" shall mean the Revolving Loan Commitments
and Revolving Loans and/or the Letters of Credit, as the context may indicate.

            "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of Atlanta, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent.

            "Fee Letters" shall mean that (i) certain administrative agent fee
letter dated March 20, 1998, entered into by and among SunTrust Equitable
Securities Corporation, the Administrative Agent and the Borrower and, and (ii)
certain underwriting fee letter dated March 20, 1998 entered into by and among
SunTrust Equitable Securities Corporation, the Administrative Agent, the
Syndication Agent and the Borrower.

            "Fixed Charge Coverage Ratio" shall mean, as at the end of any
fiscal period of the Borrower, the ratio of (A) Consolidated EBITDAR less
maintenance capital expenditures in an amount equal to at least $15,000,000.00
or actual maintenance capital expenditures, whichever is greater to (B)
Consolidated IR.

            "Foreign Currency Business Day" shall mean any Business Day,
excluding a day on which trading is not carried on by banks


                                        9
<PAGE>

in deposits of the applicable Available Foreign Currency in the applicable
interbank market for such Available Foreign Currency.

            "Foreign Currency Rate" shall mean the offered rate for deposits in
the applicable Available Foreign Currency for a one, two or three month period
with respect to any Multicurrency Loan as quoted on the Telerate System
subscribed to by the Administrative Agent, and which appears on Telerate Page
3750 of the Telerate System Incorporated Service for German Deutsche Marks,
Japanese Yen and United Kingdom Pounds Sterling, and Telerate Page 3740 of the
Telerate System Incorporated Service for Italian Lira, French Francs and Spanish
Pesetas (or such other page of the Telerate System on which any applicable
Available Foreign Currency then appears), as of 11:00 a.m., London time, two (2)
Business Days prior to the beginning of the applicable Interest Period. If the
one, two or three month Foreign Currency Rate pertaining to an Available Foreign
Currency is unavailable on the Telerate System, then such rate shall be
determined by and based on any other interest rate reporting service of
generally recognized standing designated by the Administrative Agent to the
Borrower. The Foreign Currency Rate may be adjusted by the Administrative Agent
for any applicable reserve requirements or withholding taxes.

            "Foreign Subsidiary" shall mean a Subsidiary not organized under the
laws of any of the fifty (50) states of the United States of America or the
District of Columbia or the U.S. Virgin Islands or Puerto Rico, or that is
operating entirely outside of the United States.

            "Funded Debt" shall mean, without duplication, all indebtedness for
money borrowed, purchase money mortgages, capitalized leases, outstandings under
asset securitization vehicles, conditional sales contracts and similar title
retention debt instruments, and any Guaranteed Indebtedness including any
current maturities of such indebtedness, which by its terms matures more than
one year from the date of any calculation thereof and/or which is renewable or
extendable at the option of the obligor to a date beyond one year from such
date. The calculation of Funded Debt shall include all Funded Debt of the
Borrower and its subsidiaries, plus all Funded Debt of other entities or
persons, other than subsidiaries, which has been guaranteed by the Borrower or
any subsidiary or which is supported by a letter of credit issued for the
account of the Borrower or any subsidiary, except the guaranties to be executed
by the Borrower in connection with the Lease. Funded Debt shall also include the
redemption amount with respect to any stock of the Borrower or its Subsidiaries
required to be redeemed within the next twelve months. Funded Debt shall however
exclude all Non-Recourse Debt.


                                       10
<PAGE>

            "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

            "Guaranteed Indebtedness" shall mean, as to any Person, any
obligation of such Person guaranteeing any indebtedness, lease, dividend, or
other obligation ("primary obligation") of any other Person (the "primary
obligor") in any manner including, without limitation, any obligation or
arrangement of such Person (a) to purchase or repurchase any such primary
obligation, (b) to advance or supply funds (i) for the purchase or payment of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, or (d) to indemnify the owner of such
primary obligation against loss in respect thereof.

            "Guarantors" shall mean each and all of the Borrower's Material
Subsidiaries other than (i)Foreign Subsidiaries, and (ii) those Subsidiaries
identified in Schedule 7.10.

            "Guaranty Agreements" shall mean, collectively, the Subsidiary
Guaranty Agreement executed by each of the Guarantors in favor of the Lenders
and the Agents, substantially in the form of Exhibit B attached hereto as the
same may be amended, restated or supplemented from time to time, and the
Contribution Agreement executed by each of the Guarantors, substantially in the
form of Exhibit C, as the same may be amended, restated or supplemented from
time to time.

            "Guaranty Documents" shall mean, collectively, the Guaranty
Agreements, and each other guaranty agreement, mortgage, deed of trust, security
agreement, pledge agreement, or other security or collateral document
guaranteeing or securing the Obligations, as the same may be amended, restated,
or supplemented from time to time, and the Contribution Agreements executed by
each of the Guarantors, as the same may be amended, restated or supplemented
from time to time.

            "Hazardous Substances" has the meaning assigned to that term in
CERCLA.

            "Headquarters Facility" shall mean the approximately 106,000 square
foot corporate headquarters building and the


                                       11
<PAGE>

approximately 80,000 square foot warehouse building located on the Headquarters
Real Property.

            "Headquarters Real Property" shall mean the real property located in
Orange County, Florida, and more particularly described in Exhibit K attached
hereto.

            "Indebtedness" of any Person shall mean, without duplication (i) all
obligations of such Person which in accordance with GAAP would be shown on the
balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) all rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranteed Indebtedness of such Person
(including contingent reimbursement obligations under undrawn letters of
credit); (iv) Indebtedness of others secured by any Lien upon property owned by
such Person, whether or not assumed; and (v) obligations or other liabilities
under currency contracts, interest rate hedging contracts, or similar agreements
or combinations thereof.

            "Intercompany Loans" shall mean, collectively, (i) the loans or
advances more particularly described on Schedule 6.22, (ii) those loans,
advances or other extensions of credit made by the Borrower or any Guarantor to
another Guarantor and (iii) those loans, advances or other extensions of credit
made by any Consolidated Company to another Consolidated Company as may be
approved in writing by the Administrative Agent and the Required Lenders.

            "Interest Period" shall mean the period selected by the Borrower
from time to time and which shall be (i) with respect to LIBOR Advances, 1, 2, 3
or 6 months, and (ii) with respect to Multicurrency Loans, 1, 2 or 3 months;
provided, that (a) the first day of an Interest Period must be a Business Day,
(b) any Interest Period that would otherwise end on a day that is not a Business
Day for LIBOR Loans shall be extended to the next succeeding Business Day for
LIBOR Loans, unless such Business Day falls in the next calendar month, in which
case the Interest Period shall end on the next preceding Business Day for LIBOR
Loans, and (c) Borrower may not elect an Interest Period which would extend
beyond the Maturity Date.

            "Investment" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other


                                       12
<PAGE>

acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

            "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.

            "Lender" or "Lenders" shall mean SunTrust, Scotiabank, and the other
banks and lending institutions listed on the signature pages hereof, and each
assignee thereof, if any, pursuant to Section 11.6.

            "Lending Office" shall mean for each Lender the office such Lender
may designate in writing from time to time to Borrower and the Administrative
Agent with respect to each Type of Loan.

            "Letter of Credit" means a Standby Letter of Credit.

            "Letter of Credit Application" means an application to the Agent for
the issuance of a Letter of Credit in form and substance satisfactory to the
Administrative Agent.

            "Letter of Credit Fees" shall mean the fees payable by the Borrower
with respect to each Letter of Credit issued hereunder, in the amounts and at
the times as set forth in Section 4.5(c) and (d).

            "Letter of Credit Obligation" means, in respect of each Letter of
Credit, the undrawn face amount of such Letter of Credit, plus the aggregate
amount of all unreimbursed draws in respect of such Letter of Credit.

            "Letter of Credit Obligations" means the sum of all Letter of Credit
Obligations.

            "LIBOR" shall mean, for any Interest Period, the offered rates for
deposits in U.S. Dollars for a period comparable to the Interest Period
appearing on the Telerate System subscribed to by the Administrative Agent, and
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day
that is two (2) Business Days prior to the first day of the Interest Period. If
at least two such rates appear on Telerate Page 3750, the rate for that Interest
Period will be the arithmetic mean of such rates, rounded, if necessary, to the
next higher 1/16 of 1.0%; and in either case as such rates may be adjusted for
any applicable reserve requirements. If the foregoing rate is unavailable from
the Telerate System for any reason, then such rate shall be determined by the
Administrative Agent from any other interest rate reporting service of


                                       13
<PAGE>

recognized standing designated in writing by the Administrative Agent to
Borrower and the Lenders; in any such case rounded, if necessary, to the next
higher 1/16 of 1.0%, if the rate is not such a multiple.

            "LIBOR Advance" shall mean an Advance made or outstanding as a
Revolving Loan and bearing interest based on LIBOR.

            "LIBOR Loan" shall mean any Loan hereunder which bears interest at a
rate based on LIBOR plus the Applicable Margin.

            "LIBOR Option" shall mean the option of the Borrower to select an
interest rate determined by reference to LIBOR for any applicable Interest
Period for any Loan.

            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in connection with the issuance of industrial development revenue bonds
or pollution control revenue bonds, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

            "Loans" shall mean, collectively, the Revolving Loans .

            "Material Subsidiary" shall mean (i) each Credit Party other than
Borrower and (ii) each other Subsidiary of Borrower, now existing or hereafter
established or acquired, that at any time prior to the Final Maturity Date,
either has or acquires total assets having a book value equal to or greater than
five percent (5%) of the book value of the total assets of the Consolidated
Companies or that accounted for or produced more than 5% of the Consolidated
EBITDAR during any of the most recently completed immediately preceding four
quarterly periods of the Borrower.

            "Materially Adverse Effect" shall mean a material adverse effect
upon, or a material adverse change in, any of the (i) business, results of
operations, properties, or financial condition or prospects of the Consolidated
Companies taken as a whole, (ii) legality, validity, binding effect or
enforceability of any Credit Document, or (iii) ability of the Credit Parties to
perform their obligations under the Credit Documents.


                                       14

<PAGE>

            "Maturity Date" shall mean the earlier of (i) March 25, 2000,
provided, however, at either March 25, 1999 (i.e. the first anniversary date) or
March 25, 2000 (i.e. the second anniversary date), but not both, the Maturity
Date may be extended to March 25, 2001 at the Borrower's option provided that
the Fixed Charge Coverage Ratio as of the end of the then most recent fiscal
year of the Borrower, as the case may be, was no less than 2.50 to 1.00, or (ii)
the occurrence of an Event of Default; or such later date as may be approved by
the Agents and the Lenders, in their sole discretion.

            "Maximum Letter of Credit Amount" shall mean $10,000,000.00.

            "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.

            "Moody's" shall mean Moody's Investors Service, Inc. and its
successors and assigns.

            "Mortgage" shall mean the mortgage granted on the Headquarters
Facility to secure the Obligations.

            "Multicurrency Loans" shall mean Revolving Loans made in an
Available Foreign Currency and bearing interest at the Foreign Currency Rate
plus the Applicable Margin.

            "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

            "New York Restaurant" shall mean a restaurant site in New York City
at the corner of Broadway and 47th Street in Times Square, consisting of a
condominium on the ground floor of a hotel building.

            "Non-Majority Owned Subsidiary" shall mean, with respect to any
Person, any corporation or other entity (including, without limitation,
partnerships, joint ventures, limited liability companies and associations)
regardless of its jurisdiction of organization or formation, for which such
Person, either directly or indirectly through one or more Subsidiaries, owns
voting stock or other ownership interests but such voting stock or other
ownership interest does not constitute a majority of the total combined voting
power of all classes of voting stock or other ownership interests.

            "Non-Recourse Debt" shall mean the debt incurred by Aladdin Gaming
in an amount not to exceed $200,000,000.00 and which debt is on a non-recourse
basis and for which none of the Consolidated Companies have any liability
provided, however any


                                       15
<PAGE>

liability arising by virtue of the Aladdin Letter of Intent shall, for the
purposes of this definition only, be on a non-recourse basis and shall not be
deemed to be a liability for any Consolidated Company.

            "Note" or "Notes" shall mean, individually, or collectively, as the
context may require, any of the Revolving Credit Notes, either as originally
executed or as the same may be from time to time supplemented, modified,
amended, renewed, extended or replaced.

            "Notice of Borrowing" shall have the meaning provided in Section
4.1.

            "Notice of Conversion/Continuation" shall have the meaning provided
in Section 4.1.

            "Obligations" shall mean all amounts owing to the Agents or any
Lender pursuant to the terms of this Agreement or any other Credit Document,
including without limitation, all Loans (including all principal and interest
payments due thereunder), 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.

            "Payment Office" shall mean the office of the Administrative Agent
located at 200 S. Orange Avenue, Orlando, Florida; or such other location as may
be designated by the Administrative Agent from time to time in writing.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation, and any
successor thereto.

            "Permitted Encumbrances" shall mean those encumbrances and other
matters described and set forth in Section 8.1 below.

            "Person" shall mean and shall include an individual, a partnership,
a joint venture, a corporation, a limited liability company, a trust, an
unincorporated association, a government or any department or agency thereof and
any other entity whatsoever.

            "Plan" shall mean any employee benefit plan, program, arrangement,
practice or contract, maintained by or on behalf of the Borrower or an ERISA
Affiliate, which provides benefits or compensation to or on behalf of employees
or former employees, whether formal or informal, whether or not written,
including but not limited to the following types of plans:


                                       16
<PAGE>

            (i) Executive Arrangements - any bonus, incentive compensation,
      stock option, deferred compensation, commission, severance, "golden
      parachute", "rabbi trust", or other executive compensation plan, program,
      contract, arrangement or practice;

            (ii) ERISA Plans - any "employee benefit plan" (as defined in
      Section 3(3) of ERISA), including, but not limited to, any defined benefit
      pension plan, profit sharing plan, money purchase pension plan, savings or
      thrift plan, stock bonus plan, employee stock ownership plan,
      Multiemployer Plan, or any plan, fund, program, arrangement or practice
      providing for medical (including post-retirement medical),
      hospitalization, accident, sickness, disability, or life insurance
      benefits;

            (iii) Other Employee Fringe Benefits - any stock purchase, vacation,
      scholarship, day care, prepaid legal services, severance pay or other
      fringe benefit plan, program, arrangement, contract or practice.

            "Pledge Agreement" shall mean a Pledge Agreement substantially in
the form of Exhibit "E" attached hereto.

            "Pro Rata Share" shall mean, with respect to the Commitment of each
Lender, each Letter of Credit and each Loan to be made by and each payment
(including, without limitation, any payment of principal, interest or fees) to
be made to each Lender, the percentage designated as such Lender's Pro Rata
Share of such Commitment, such Loans, Letter of Credit or such payments, as
applicable, set forth under the name of such Lender on the respective signature
page for such Lender, in each case as such Pro Rata Share may change from time
to time as a result of assignments or amendments made pursuant to this
Agreement.

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time.

            "Required Lenders" shall mean, at any time, all of (i) Lenders
holding at least sixty-six and two-thirds percent (662/3%) of the then aggregate
amount of the Commitments, (ii) the Administrative Agent, and (iii) the
Syndication Agent, provided, however, the interest of the Administrative Agent
and the Syndication Agent shall be included for the purpose of determining the
aggregate amount of the Commitments for the Lenders under clause (i) herein.

            "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any


                                       17
<PAGE>

law, treaty, rule or regulation, or determination of an arbitrator or a court or
other governmental authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

            "Revolving Credit Notes" shall mean, collectively, the promissory
notes evidencing the Revolving Loans in the form attached hereto as Exhibit D,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or replaced.

            "Revolving Loans" shall mean, collectively, the revolving credit
loans made to Borrower by the Lenders pursuant to Section 2.1, including
Multicurrency Loans and Swing Line Loans. Revolving Loans shall include both
Revolving Loans A and Revolving Loans B.

            "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.

            "Revolving Loan Commitment" shall mean, at any time for any Lender,
the amount of such commitment set forth under such Lender's name on the
signature pages hereof, as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to Section 2.3, any
assignment thereof pursuant to Section 11.6, or any amendment thereof pursuant
to Section 11.2, which amount shall include such Lender's Revolving Loans.

            "S & P" shall mean the Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, and its successors and assigns.

            "Security Agreement" shall mean a Security Agreement substantially
in the form of Exhibit "L" attached hereto.

            "Security Documents" shall mean the Mortgage, Pledge Agreement,
Security Agreement, financing statements and such other documents as may be
necessary or appropriate, in the reasonable opinion of the Administrative Agent
and its counsel, so as to grant to the Lenders as security for the Obligations a
first mortgage, security interest, or other lien, as the case may be, in and to
the Collateral, subject only to the Permitted Encumbrances.


                                       18
<PAGE>

            "Security Interest" shall mean the mortgage, security interest or
other form of encumbrance granted and to be granted in the Collateral to the
Lenders as security for the Obligations.

            "Senior Funded Debt" shall mean all Funded Debt other than
Subordinated Debt. Senior Funded Debt shall also include the redemption amount
with respect to any redeemable preferred stock of the Borrower or its
subsidiaries required to be redeemed within the next twelve months.

            "Spot Rate" for an Available Foreign Currency shall mean the rate
quoted to the Administrative Agent as the Spot Rate for the purchase of such
currency with another currency through the Administrative Agent's foreign
exchange trading office at approximately 11:00 a.m. (New York time) on the date
when foreign exchange settlement between the two currencies would normally
occur.

            "Standby Letter of Credit" means any letter of credit having terms
described in Section 2.4 and issued in response to a Letter of Credit
Application.

            "Standby Letter of Credit Obligation" shall mean the sum of the
undrawn face amount of each Standby Letter of Credit plus the aggregate amount
of all drawings not paid pursuant to Section 2.6(b) in respect of each Standby
Letter of Credit.

            "Stock Collateral" shall mean all the outstanding shares of capital
stock in each Guarantor owned by the Borrower or any Subsidiary.

            "Subordinated Debt" shall mean Indebtedness of Borrower and its
Subsidiaries which is expressly subordinated to all obligations of Borrower and
its Subsidiaries or any other Credit Party arising under this Agreement, the
Notes, and the Guaranty Agreements on terms and conditions satisfactory in all
respects to the Agents and the Required Lenders, including without limitation,
with respect to interest rates, payment terms, maturities, amortization
schedules, covenants, defaults, remedies, and subordination provisions, as
evidenced by the written approval of the Agents and Required Lenders. The term
"Subordinated Debt" includes the 1998 Subordinated Debt.

            "1998 Senior Subordinated Debt" shall mean the Subordinated Debt in
the aggregate amount of $250,000,000.00 and which constitutes the 1998
Subordinated Debt Issue. In the 1998 Senior Subordinated Loan Agreement, said
Debt is denominated as the 12% Series A Senior Subordinated Notes due 2005 and
the 12% Series B Senior Subordinated Notes due 2005.


                                       19
<PAGE>

            "1998 Senior Subordinated Debt Issue" shall mean that certain
issuance of Subordinated Debt by the Borrower during the month of March, 1998 in
the amount not less than $250,000,000.00.

            "1998 Senior Subordinated Loan Agreement" shall mean that certain
Indenture dated as of March 25, 1998 between the Borrower and United States
Trust Company of New York, as the Trustee, providing for issuance of the 1998
Senior Subordinated Debt.

            "Subsidiary" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation, partnerships, joint ventures,
limited liability companies and associations) regardless of its jurisdiction of
organization or formation, at least a majority of the total combined voting
power of all classes of voting stock or other ownership interests of which
shall, at the time as of which any determination is being made, be owned by such
Person, either directly or indirectly through one or more other Subsidiaries.

            "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).

            "Syndicate Revolving Loan" shall mean, collectively, the Revolving
Loans made to Borrower hereunder.


                                       20
<PAGE>

            "Syndication Agent" shall mean The Bank of Nova Scotia as
Syndication Agent for the Lenders hereunder and under the other Credit
Documents.

            "Taxes" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

            "Telerate" shall mean, when used in connection with any designated
page and LIBOR or Foreign Currency Rate, the pages so designated on the Telerate
System Incorporated Service for British Bankers Association LIBOR Rates for U.S.
Dollars or the applicable Available Foreign Currency (or such other page as may
replace that page on that service for the purpose of displaying the rates at
which U.S. Dollars or the applicable Available Foreign Currency are offered by
leading banks in the London interbank deposit market).

            "Total Commitment" shall mean for any Lender at any time, such
Lender's Revolving Loan Commitment and "Total Commitments" shall mean for all
Lenders at any time, the sum of the Total Commitments of all Lenders as such
Total Commitments may be reduced by voluntary reduction, prepayment or
nonrenewal of a Lender's Commitment as provided herein.

            "Total Funded Debt" shall mean the sum of (i) Senior Funded Debt and
(ii) Subordinated Debt.

            "Total Revolving Loan Commitment" shall mean the sum of the
Revolving Loan Commitments of all the Lenders in the aggregate amount of
$65,000,000.00, as reduced from time to time as provided herein.

            "Type" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances, LIBOR Advances or Swing Line Advances.

            "U.S. Dollar Equivalent" shall mean the equivalent in U.S. Dollars
of any Multicurrency Loan made in an Available Foreign Currency converted using
(i) the Spot Rate determined by the Administrative Agent on the date of the
fixing of the Foreign Currency Rate or (ii) with respect to Section 2.2(c), the
Spot Rate on the last Business Day of the calendar quarter.

            "Wholly Owned Subsidiary" shall mean any Subsidiary, all the stock
or ownership interest of every class of which,


                                       21
<PAGE>

except directors' qualifying shares, shall, at the time as of which any
determination is being made, be owned by Borrower either directly or indirectly.

      Section 1.2 Accounting Terms and Determination. Unless otherwise defined
or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with GAAP.

      Section 1.3 Other Definitional Provisions.

      (a)   Except as otherwise specified herein, references herein to any
            agreement or contract defined or referred to herein shall be deemed
            a reference to any such agreement or contract (and in the case of
            any instrument, any other instrument issued in substitution
            therefor) as the terms thereof may have been or may be amended,
            supplemented, waived or otherwise modified from time to time.

      (b)   The words "hereof", "herein" and "hereunder" and words of similar
            import when used in this Agreement shall refer to this Agreement as
            a whole and not to any particular provision of this Agreement, and
            Article, Section, Schedule, Exhibit and like references are to this
            Agreement unless otherwise specified.

      (c)   The singular pronoun, when used in this Agreement, shall include the
            plural and neuter shall include the masculine and the feminine.

      (d)   All terms defined in this Agreement shall have the defined meanings
            when used in any Note or, except as otherwise expressly stated
            herein, any certificate, opinion, or other document delivered
            pursuant hereto.

      Section 1.4 Exhibits and Schedules. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

                                   ARTICLE II

                       REVOLVING LOANS; LETTERS OF CREDIT

      Section 2.1 Commitment; Use of Proceeds.

            (a) Subject to and upon the terms and conditions herein set forth,
      each Lender severally agrees from time to time on and after the Closing
      Date, but prior to the Maturity Date, (i) to make the Revolving Loans as
      provided


                                       22
<PAGE>

      in this Section 2.1, (ii) to purchase participations in Standby Letters of
      Credit issued by the Administrative Agent for the account of the Borrower
      as provided in Section 2.8, and (iii) to purchase participations in the
      Swing Line Loans made by the Administrative Agent as provided in Section
      2.1(i). Borrower shall be entitled to repay and reborrow Revolving Loans
      in accordance with the provisions hereof.

            (b) The sum of (i) the aggregate unpaid principal amount of any
      Lender's Revolving Loans outstanding, plus (ii) the aggregate amount of
      such Lender's participations in Letter of Credit Obligations, shall not
      exceed at any time such Lender's Revolving Loan Commitment.

            (c) The sum of (i) the aggregate unpaid principal amount of all
      Revolving Loans, plus (ii) the aggregate amount of all Standby Letter of
      Credit Obligations, shall not exceed at any time the Total Revolving Loan
      Commitment.

            (d) The aggregate amount of all Standby Letter of Credit Obligations
      shall not exceed at any time the Maximum Letter of Credit Amount.

            (e) The aggregate U.S. Dollar Equivalent amount of all Multicurrency
      Loans shall not exceed at any time the Maximum Multicurrency Loan Amount.

            (f) The aggregate amount of all Swing Loans shall not exceed at any
      time the Maximum Swing Line Loan Amount.

            (g) Subject to Subsection (i) below, each Revolving Loan shall, at
      the option of Borrower, be made or continued as, or converted into, part
      of one or more Borrowings that shall consist entirely of Syndicate
      Revolving Loans (as Base Rate Advances or LIBOR Advances). The aggregate
      principal amount of each Borrowing of Syndicate Revolving Loans comprised
      of LIBOR Advances or Multicurrency Loans shall be not less than $2,000,000
      or a greater integral multiple of $500,000 (Multicurrency Loans shall be
      in an Available Foreign Currency of which the U.S. Dollar Equivalent is
      equal to not less than such amount(s)) and the aggregate principal amount
      of each Borrowing of Syndicated Revolving Loans comprised of Base Rate
      Advances shall be not less than $1,000,000.00 or a greater integral
      multiple of $100,000.00 and the aggregate principal amount of each
      Borrowing of Swing Line Loans shall be no less than $500,000.00 or a
      greater integral multiple of $100,000.00. At no time shall the number of
      Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances,
      outstanding under


                                       23
<PAGE>

      this Article exceed eight (8); provided that, for the purpose of
      determining the minimum amount for Borrowings resulting from conversions
      or continuations, all Borrowings of Base Rate Advances under this Facility
      shall be considered as one Borrowing. At no time shall the number of
      Multicurrency Loans outstanding under this Article II exceed six (6). The
      parties hereto agree that (i) the aggregate principal balance of the
      Revolving Loans of the Lenders as a group shall not exceed the sum of the
      Revolving Loan Commitments for each Lender and (ii) no Lender shall be
      obligated to make Syndicate Revolving Loans in excess of the Revolving
      Loan Commitment of such Lender.

            (h) The proceeds of Revolving Loans shall be used for the following
      purposes:

                  (i) For working capital and for other general corporate
            purposes, including acquisitions and capital expenditures of the
            Consolidated Companies;

                  (ii) To pay all transaction fees and expenses incurred in
            connection with this financing including costs and expenses,
            including attorneys' fees of the Lenders, and, with the written
            consent of the Administrative Agent, costs and expenses, including
            attorneys' fees, of the Borrower; and

                  (iii) To pay other fees to the Administrative Agent or Lenders
            from time to time under this Agreement including Commitment Fees,
            Letter of Credit Fees and any other administrative fees due the
            Administrative Agent.

            (i) Subject to the further provisions of this Subsection, the Swing
      Loans shall be made solely by the Administrative Agent. Upon the
      occurrence of an Event of Default, each Lender shall purchase from the
      Administrative Agent its Pro-Rata Share of the outstanding Swing Line
      Loans. The Swing Line Lender shall not be required to extend any Swing
      Line Loans to the extent, and the amount outstanding on Swing Line Loans
      shall be reduced, to the extent that the sum of the Swing Line Loans
      requested or made and the amount of Revolving Loans extended by the Swing
      Line Lender exceed in the aggregate the Swing Line Lender's Revolving Loan
      Commitment.


                                       24
<PAGE>

      Section 2.2 Notes; Repayment of Principal.

            (a) Borrower's obligations to pay the principal of, and interest on,
      the Syndicate Revolving Loans to each Lender shall be evidenced by the
      records of the Administrative Agent and such Lender and by the Revolving
      Credit Note payable to such Lender (or the assignee of such Lender)
      completed in conformity with this Agreement.

            (b) All outstanding principal amounts under the Revolving Loans
      shall be due and payable in full on the Maturity Date provided, however,
      in connection with the Swing Line Advance, each Swing Line Advance shall
      be due and payable in full one (1) Business Day after said Advance has
      been made.

            (c) If the aggregate U.S. Dollar Equivalent of Borrowings
      outstanding under this Article II consisting of Multicurrency Loans
      exceeds the Maximum Multicurrency Amount by more than ten percent (10%)
      for any reason, including fluctuations in the value of the Available
      Foreign Currency in which such Loans were made, the Borrower shall, within
      three (3) Business Days of demand therefor by the Administrative Agent,
      make a payment to the Administrative Agent of principal on the
      Multicurrency Loans sufficient to bring the aggregate outstanding balance
      of all Multicurrency Loans down to an amount which does not exceed the
      Maximum Multicurrency Amount.

      Section 2.3 Voluntary Reduction of Revolving Loan Commitments. Upon at
least three (3) Business Days' prior telephonic notice (promptly confirmed in
writing) to the Administrative Agent, Borrower shall have the right, without
premium or penalty, to terminate the Revolving Loan Commitments, in part or in
whole, provided that (i) any such termination shall apply to reduce
proportionately and permanently the Revolving Loan Commitments of each of the
Lenders, (ii) any partial termination pursuant to this Section 2.3 shall be in
an amount of at least $5,000,000 and integral multiples of $1,000,000, and (iii)
no such reduction shall be permitted if prohibited or without payment of all
costs required to be paid hereunder with respect to a prepayment. If the
aggregate outstanding amount of the Revolving Loans exceeds the amount of the
Revolving Loan Commitments as so reduced, Borrower shall immediately repay the
Revolving Loans for the ratable account of the Lenders by an amount equal to
such excess, together with all accrued but unpaid interest on such excess amount
and any amounts due under Section 4.12 hereof.


                                       25
<PAGE>

      Section 2.4 Letters of Credit. Upon the terms and subject to the
conditions of this Agreement, from the Closing Date to but excluding the
Maturity Date, the Administrative Agent shall issue Standby Letters of Credit
for the account of the Borrower or the joint account of the Borrower and any
Guarantor, and each Lender shall thereupon be deemed to have purchased a
participation in each such Letter of Credit as provided in Section 2.8. Each
Standby Letter of Credit shall (i) have an expiration date not later than the
earlier of (A) 365 days after the date of issuance of such Letter of Credit
(which may include any provision providing for the automatic extension of the
term of such Letter of Credit for an additional period of time beyond 365 days
after the date of issuance), or (B) the Maturity Date, and (ii) be used for any
corporate purpose allowed under this Agreement including, without limitation, to
secure any surety bond or any self-insurance program of the Borrower.

      Section 2.5 Manner of Issuance. The Borrower shall forward a Letter of
Credit Application in the appropriate form to the Administrative Agent at the
address specified on the Letter of Credit Application prior to noon (Orlando,
Florida time) at least two Business Days before the requested date of issuance
of a Letter of Credit. The Administrative Agent shall provide to each Lender
within ten (10) Business Days of its issuance a copy of each Letter of Credit
issued hereunder and shall give each Lender a written (which may be by
telecopier) report of all Letters of Credit outstanding hereunder on a monthly
basis. In the event there is a conflict between any provision in the Letter of
Credit Application and this Agreement, the terms and provisions of this
Agreement will prevail.

      Section 2.6 Drawings Under Letters of Credit.

            (a) Upon receipt by the Administrative Agent of any draft upon, or
      other notice of drawing under, a Letter of Credit, the Administrative
      Agent shall promptly give the Borrower written or telephone notice of the
      amount of such draft, of the Letter of Credit against which it is drawn
      and of the date upon which the Administrative Agent proposes to honor such
      draft.

            (b) Subject to the following sentence, the Borrower shall pay to the
      Administrative Agent for the ratable account of the Lenders the amount of
      each drawing under a Letter of Credit on the date of such drawing. Subject
      to the requirement contained in Section 2.1, the Borrower may elect to
      repay the amount of such drawing with the proceeds of a Revolving Loan by
      delivering a Notice of Borrowing complying with Section 4.1 hereof.


                                       26
<PAGE>

            (c) The amount of any drawing under a Letter of Credit that is not
      paid on the date of drawing pursuant to subsection (b) of this Section 2.6
      shall bear interest, payable on demand, from the date of such drawing
      until paid, at a rate per annum equal to the Default Rate.

            (d) The Borrower agrees that it shall be indebted to each Lender in
      an amount equal to the amount of each drawing paid by the Administrative
      Agent for the account of such Lender in accordance with the provisions of
      this Section 2.6.

      Section 2.7 General Provisions as to Letters of Credit.

            (a) Limitation on Administrative Agent's Duty to Issue. The
      Administrative Agent shall have no obligation to issue any Letter of
      Credit if (i) the aggregate undrawn face amount of Letters of Credit
      outstanding, after giving effect to the issuance of such Letter of Credit,
      would exceed any limit imposed on the Administrative Agent or any Lender
      by, or if the issuance of such Letter of Credit would otherwise cause a
      violation of, applicable law or any regulatory directive, interpretation
      or request, to which the Administrative Agent or such Lender is subject;
      or (ii) such issuance would cause the Maximum Letter of Credit Amount to
      be exceeded; or (iii) the issuance thereof would exceed the limits
      provided in Section 2.1 above.

            (b) Borrower's Obligations Absolute. The obligation of the Borrower
      to reimburse the Administrative Agent for the account of the Lenders, for
      each drawing under a Letter of Credit shall be irrevocable, shall not be
      subject to any qualification or exception whatsoever and shall be binding
      in accordance with the terms and conditions of this Agreement under all
      circumstances, including, without limitation, the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
            or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or right
            which the Borrower may have at any time against a beneficiary of any
            Letter of Credit or any transferee of any Letter of Credit (or any
            person for whom any such transferee may be acting), the
            Administrative Agent, the Lenders or any other Person, whether in
            connection with this Agreement, or any Letter of Credit, the


                                       27
<PAGE>

            transactions contemplated herein or any unrelated transactions;

                  (iii) any draft, certificate or any other document presented
            under any Letter of Credit proving to be forged, fraudulent, invalid
            or insufficient (unless, in each case, manifestly so) in any respect
            or any statement therein being untrue or inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of this Agreement or
            the other Credit Documents;

                  (v) any failure of the Administrative Agent to provide notice
            to the Borrower of any drawing under any Letter of Credit; or

                  (vi) the occurrence or continuance of any Default.

            (c) Limitation of Liability With Respect to Letters of Credit. As
      among the Borrower, any Guarantors, the Lenders, and the Administrative
      Agent, the Borrower and the Guarantors assume all risks of the acts and
      omissions of, or misuse of any Letter of Credit by the beneficiaries of
      such Letter of Credit. Without limiting the foregoing, neither the
      Administrative Agent nor the Lenders shall be responsible for:

                  (i) subject to clause (c)(iii), the form, validity,
            sufficiency, accuracy, genuineness or legal effect of any draft,
            demand, application or other documents submitted by any party in
            connection with any Letter of Credit (but not including the Letter
            of Credit itself), even if such document should in fact prove to be
            in any and all respects invalid, insufficient, inaccurate,
            fraudulent or forged;

                  (ii) the validity, genuineness or sufficiency of any
            instrument transferring or assigning or purporting to transfer or
            assign a Letter of Credit or the rights or benefits thereunder or
            proceeds thereof, in whole or in part which may prove to be invalid
            or ineffective for any reason;

                  (iii) failure of the beneficiary of a Letter of Credit to
            comply fully with the conditions required in order to draw upon such
            Letter of


                                       28
<PAGE>

            Credit to the extent that the documents presented in connection with
            a drawing manifestly comply with the terms of the Letter of Credit;

                  (iv) errors, omissions, interruptions or delays in
            transmission or delivery of any messages by mail, cable, telegraph,
            telex or otherwise, whether or not they be in cipher;

                  (v) errors in interpretations of technical terms;

                  (vi) any loss or delay in the transmission or otherwise of any
            document required to make a drawing under any Letter of Credit or
            with respect to the proceeds thereof;

                  (vii) the misapplication by the beneficiary of a Letter of
            Credit or of the proceeds of any drawing under such Letter of
            Credit; or

                  (viii) any consequences arising from causes beyond the control
            of the Administrative Agent or the Lenders, including, without
            limitation, any act or omission, rightfully or wrongfully of any
            present or future governmental authority.

None of the above circumstances shall affect, impair or prevent the vesting of
any of the Administrative Agent's and the Lenders' rights or powers under this
Section.

      Section 2.8 Participation.

            (a) Simultaneously with the issuance by the Administrative Agent of
      any Letter of Credit, each Lender shall be deemed to have irrevocably and
      unconditionally purchased and received from the Administrative Agent
      without recourse or warranty, an undivided interest and participation in
      such Letter of Credit (including, without limitation, all obligations of
      the Borrower with respect thereto) and any security therefor or guaranty
      pertaining thereto, equal to such Lender's Pro Rata Share of such Letter
      of Credit.

            (b) Each Lender hereby agrees that it shall pay to the
      Administrative Agent, prior to 11:00 a.m. (local time for the
      Administrative Agent) on the date of each Letter of Credit drawing such
      Lender's Pro Rata Share of such Letter of Credit drawing; provided, that
      if the Borrower should pay in full or in part any Letter of Credit drawing
      on the date thereof with the proceeds of a Revolving Loan, the obligation
      of each Lender to pay


                                       29
<PAGE>

      to the Administrative Agent pursuant to this Section with respect to such
      drawing shall be reduced by an amount equal to such Lender's Pro Rata
      Share of such payment by the Borrower that is received by the
      Administrative Agent. Amounts paid in excess of the net amount so owed
      shall promptly be refunded by the Administrative Agent to such Lender.

            (c) The obligation of each Lender to pay to the Administrative Agent
      its Pro Rata Share of each Letter of Credit drawing, or of the amount
      thereof not repaid by the Borrower as described above, shall be
      irrevocable, unconditional, shall not be subject to any qualification or
      exception whatsoever and shall be binding in accordance with the terms and
      conditions of this Agreement under all circumstances, including, without
      limitation, the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement;

                  (ii) the existence of any claim, set-off, defense or other
            right which the Borrower or any Lender may have at any time against
            the other, the Administrative Agent, any Lender or any other Person,
            whether in connection with this Agreement, the transactions
            contemplated herein or any unrelated transactions;

                  (iii) any draft or any other document presented under this
            Agreement proving to be forged, fraudulent, invalid or insufficient
            in any respect or any statement therein being untrue or inaccurate
            in any respect;

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of this Agreement; or

                  (v) the occurrence or continuance of any Default.

            (d) If any Lender shall fail to pay the amount of its participation
      in a Letter of Credit drawing on the date such amount is due in accordance
      with subparagraph (b) above, the Administrative Agent shall be deemed to
      have advanced funds on behalf of such Lender. Each such advance shall be
      secured by such Lender's participation interest, and the Administrative
      Agent shall be subrogated to such Lender's rights hereunder in respect
      thereof. Such advance may be repaid by application by the Administrative
      Agent of


                                       30
<PAGE>

      any payment which such Lender is otherwise entitled to receive under this
      Agreement. Any amount not paid by such Lender to the Administrative Agent
      hereunder shall bear interest for each day from the day such payment was
      due until such payment shall be paid in full at a rate per annum equal to
      the highest rate then payable by the Borrower under this Agreement.

                                   ARTICLE III

This Article is not applicable.

                                   ARTICLE IV

                               GENERAL LOAN TERMS

      Section 4.1 Funding Notices.

            (a) Whenever Borrower desires to make a Borrowing with respect to
      the Syndicate Revolving Loan Commitments (other than one resulting from a
      conversion or continuation pursuant to Section 4.1(c) or a Multicurrency
      Loan, it shall give the Administrative Agent at its Payment Office prior
      written notice (or telephonic notice promptly confirmed in writing) of
      such Borrowing (a "Notice of Borrowing"), such Notice of Borrowing to be
      given prior to (i) 11:00 a.m. (local time for the Administrative Agent)
      the same Business Day of the requested date of such Borrowing in the case
      of Revolving Loans comprised of Swing Line Advances, (ii) 11:00 a.m.
      (local time for the Administrative Agent) one (1) Business Day prior to
      the requested date of such Borrowing in the case of Base Rate Advances,
      and (iii) 11:00 a.m. (local time for the Administrative Agent) three (3)
      Business Days prior to the requested date of such Borrowing in the case of
      LIBOR Advances. Notices received after the above times shall be deemed
      received on the next Business Day. Each Notice of Borrowing shall be
      irrevocable and shall specify the aggregate principal amount of the
      Borrowing, the date of Borrowing (which shall be a Business Day), whether
      the Borrowing is to consist of Base Rate Advances, LIBOR Advances, or
      Swing Line Advances and (in the case of LIBOR Advances) the Interest
      Period to be applicable thereto.

            (b) Whenever Borrower desires to make a Borrowing consisting of one
      or more Multicurrency Loans, it shall give the Administrative Agent at its
      Payment Office prior written notice (or telephonic notice promptly


                                       31
<PAGE>

      confirmed in writing) of such Borrowing (a "Notice of Multicurrency
      Loan"), such Notice of Multicurrency Loan to be given prior to 11:00 a.m.
      (local time for the Administrative Agent) four (4) Foreign Currency
      Business Days prior to the requested date of such Borrowing. Notices
      received after such time shall be deemed received on the next Foreign
      Currency Business Day. Each Notice of Multicurrency Loan shall be
      irrevocable and shall specify that such Borrowing will be a Multicurrency
      Loan, the date of Borrowing (which shall be a Business Day), the foreign
      currency in which the Borrowing is to be made (which must be an Available
      Foreign Currency), the U.S. Dollar Equivalent amount of the Borrowing to
      be made and the initial Interest Period to be applicable thereto.

            (c) Whenever Borrower desires to convert all or a portion of an
      outstanding Borrowing under the Syndicate Revolving Loans (other than a
      Multicurrency Loan), which Borrowing consists of Base Rate Advances ,
      LIBOR Advances, or a Swing Line Loan into one or more Borrowings
      consisting of Advances of another Type, or to continue outstanding a
      Borrowing consisting of LIBOR Advances for a new Interest Period, it shall
      give the Administrative Agent at least three (3) Business Days' prior
      written notice (or telephonic notice promptly confirmed in writing) of
      each such Borrowing to be converted into or continued as LIBOR Advances.
      Whenever Borrower desires to continue a Multicurrency Loan, it shall give
      the Administrative Agent written notice (or telephonic notice promptly
      confirmed in writing) thereof at least four (4) Foreign Currency Business
      Days prior to the end of the applicable Interest Period. Such notice (a
      "Notice of Conversion/ Continuation") shall be given (a) with respect to
      LIBOR Advances, prior to 11:00 a.m. (local time for the Administrative
      Agent) and (b) with respect to Multicurrency Loans, prior to 11:00 a.m.
      (local time for the Administrative Agent), on the date specified at the
      Payment Office of the Administrative Agent. Each such Notice of
      Conversion/Continuation shall be irrevocable and shall specify the
      aggregate principal amount of the Advances to be converted or continued,
      or the amount of the Multicurrency Loan to be continued, as the case may
      be, the date of such conversion or continuation, in respect of LIBOR
      Advances, whether the Advances are being converted into or continued as
      LIBOR Advances and (in the case of LIBOR Advances and Multicurrency Loans)
      the Interest Period applicable thereto. If, upon the expiration of any
      Interest Period in respect of any Borrowing, Borrower shall have failed to
      deliver the Notice of Conversion/Continu-


                                       32
<PAGE>

      ation, Borrower shall be deemed to have elected to convert or continue
      such Borrowing to a Borrowing consisting of Base Rate Advances. So long as
      any Default or Event of Default shall have occurred and be continuing, no
      Borrowing may be converted into or continued (upon expiration of the
      current Interest Period) as LIBOR Advances. No conversion of any Borrowing
      of LIBOR Advances shall be permitted except on the last day of the
      Interest Period in respect thereof.

            (d) Any Multicurrency Loan which remains unpaid at the expiration of
      the Interest Period applicable thereto shall be automatically continued
      for an Interest Period of the same length.

            (e) Without in any way limiting Borrower's obligation to confirm in
      writing any telephonic notice, the Administrative Agent and the Lenders
      may act without liability upon the basis of telephonic notice reasonably
      believed by the Administrative Agent or the Lender in good faith to be
      from Borrower prior to receipt of written confirmation.

            (f) The Administrative Agent shall promptly give each Lender notice
      by telephone (confirmed in writing) or by telex, telecopy or facsimile
      transmission of the matters covered by the notices given to the
      Administrative Agent pursuant to this Section 4.1 with respect to the
      Revolving Credit Commitments.

            (h) To the extent any Advance requires the payment of any
      documentary, intangible or other taxes thereon under applicable law, said
      Advance is not required to be made unless and until the Borrower has paid
      to the Administrative Agent the documentary, intangible or other tax
      required to be paid on said Advance, either directly or by a debit to the
      account of the Borrower at the Administrative Agent. In this regard, the
      Borrower is aware and understands that the Loans are to be secured by a
      mortgage on the Headquarters Facility and that documentary tax and
      intangible tax will be required to be paid under Florida law on advances
      made under the Revolving Loans.

      Section 4.2 Disbursement of Funds.

            (a) No later than 1:00 p.m. (local time for the Administrative
      Agent) for LIBOR Advances and as specified by the Administrative Agent
      based upon standard settlement times applicable to the Available Foreign
      Currency for Multicurrency Loans and 1:00 p.m.


                                       33
<PAGE>

      (local time for the Administrative Agent) for Base Rate Advances on the
      date of each Borrowing pursuant to the Revolving Loan Commitments (other
      than one resulting from a conversion or continuation pursuant to Section
      4.1(c)), each Lender will make available its Pro Rata Share of the amount
      of such Borrowing in immediately available funds at the Payment Office of
      the Administrative Agent. The Administrative Agent will make available to
      Borrower the aggregate of the amounts (if any) so made available by the
      Lenders to the Administrative Agent in a timely manner by crediting such
      amounts to Borrower's demand deposit account maintained with the
      Administrative Agent or at Borrower's option, to effect a wire transfer of
      such amounts to Borrower's account specified by the Borrower, by the close
      of business on such Business Day. In the event that the Lenders do not
      make such amounts available to the Administrative Agent by the time
      prescribed above, but such amount is received later that day, such amount
      may be credited to Borrower in the manner described in the preceding
      sentence on the next Business Day (with interest on such amount to begin
      accruing hereunder on such next Business Day).

            (b) In the event that at the time of receipt by any Lender of notice
      from the Administrative Agent of the receipt of a Notice of Multicurrency
      Loan such Lender shall determine that the Available Foreign Currency in
      which such Multicurrency Loan is to be made is not available to that
      Lender in a sufficient amount and for a sufficient term to enable it to
      make its Pro Rata Share of the Multicurrency Loan requested, such Lender
      shall notify the Administrative Agent no later than 3:00 p.m. (local time
      for the Administrative Agent) on the same day it receives notice from the
      Administrative Agent of such requested Multicurrency Loan and the
      Administrative Agent shall promptly so notify the Borrower. If, after
      being provided with such notice by the Administrative Agent, the Borrower
      decides not to obtain such Multicurrency Loan, the Borrower must notify
      the Administrative Agent by no later than 4:00 p.m. (local time for the
      Administrative Agent) on such day. If the Administrative Agent does not
      receive such notice from the Borrower by such time, the Borrower shall
      automatically be deemed to have verified its request for such
      Multicurrency Loan. If the Administrative Agent does receive such notice
      of revocation from the Borrower by 4:00 p.m. (local time for the
      Administrative Agent), the Administrative Agent shall promptly notify the
      Lenders of such revocation. Such revocation shall not require any payment
      under the funding indemnity set forth in Section 4.12 hereof. If


                                       34
<PAGE>

      the Lenders do not receive from the Administrative Agent notice of
      revocation of the request for such Multicurrency Loan, each Lender that
      did not notify the Administrative Agent by 3:00 p.m. (local time for the
      Administrative Agent) that the requested Available Foreign Currency is
      unavailable to it to fund the requested Multicurrency Loan shall make its
      Pro Rata Share of the requested Multicurrency Loan in the requested
      Available Foreign Currency in accordance with Section 4.2(a) hereof. Each
      Lender that did so notify the Administrative Agent by 3:00 p.m. (local
      time for the Administrative Agent) that it would not be able to make its
      Pro Rata Share of such Multicurrency Loan shall make its Pro Rata Share of
      such Multicurrency Loan as a LIBOR Advance in the U.S. Dollar Equivalent
      of its Pro Rata Share, and with the same Interest Period as requested for
      such Multicurrency Loan. Such LIBOR Advance in U.S. Dollars shall be made
      by such Lender on the same day as the other Lenders make their Pro Rata
      Share of such Multicurrency Loan in the Available Foreign Currency as part
      of the relevant Multicurrency Loan, but shall bear interest with reference
      to LIBOR applicable to U.S. Dollars rather than the relevant Foreign
      Currency Rate applicable to the relevant Available Foreign Currency for
      the applicable Interest Period and shall be made available in accordance
      with the procedures for disbursing LIBOR Advances in U.S. Dollars under
      Section 4.2(a) hereof.

            (c) Unless the Administrative Agent shall have been notified by any
      Lender prior to the date of a Borrowing that such Lender does not intend
      to make available to the Administrative Agent such Lender's portion of the
      Borrowing to be made on such date, the Administrative Agent may assume
      that such Lender has made such amount available to the Administrative
      Agent on such date and the Administrative Agent may make available to
      Borrower a corresponding amount. If such corresponding amount is not in
      fact made available to the Administrative Agent by such Lender on the date
      of such Borrowing, the Administrative Agent shall be entitled to recover
      such corresponding amount on demand from such Lender together with
      interest at the Federal Funds Rate. If such Lender does not pay such
      corresponding amount forthwith upon the Administrative Agent's demand
      therefor, the Administrative Agent shall promptly notify Borrower, and
      Borrower shall immediately pay such corresponding amount to the
      Administrative Agent together with interest at the rate specified for the
      Borrowing. Nothing in this subsection shall be deemed to relieve any
      Lender from its obligation to fund its Commitments hereunder or to


                                       35
<PAGE>

      prejudice any rights which Borrower may have against any Lender as a
      result of any default by such Lender hereunder.

            (d) Except as set forth in Section 2.1(i) above in regard to Swing
      Line Advances, all Borrowings under the Syndicate Revolving Loan shall be
      loaned by the Lenders on the basis of their Pro Rata Share of the
      Revolving Loan Commitments. No Lender shall be responsible for any default
      by any other Lender in its obligations hereunder, and each Lender shall be
      obligated to make the Loans provided to be made by it hereunder,
      regardless of the failure of any other Lender to fund its Commitments
      hereunder.

            (e) In the case of Swing Line Advances, the Administrative Agent
      will make available to the Borrower the amount of the Advance in the same
      manner under this Section 4.2 as applied to Base Rate Advances.

      Section 4.3 Interest.

            (a) Borrower agrees to pay interest in respect of all unpaid
      principal amounts of the Revolving Loans from the respective dates such
      principal amounts were advanced to maturity (whether by acceleration,
      notice of prepayment or otherwise) at rates per annum (on the basis of a
      360-day year, except with respect to United Kingdom Pounds Sterling, in
      which case interest shall be calculated on the basis of a 365-day year)
      equal to the applicable rates indicated below:

                  (i) For Revolving Loans:

                        (A) For Base Rate Advances--The Base Rate in effect from
                  time to time;

                        (B) For Revolving Loan LIBOR Advances--The applicable
                  LIBOR plus the Applicable Margin;

                        (C) For Revolving Loans consisting of Multicurrency
                  Loans--The applicable Foreign Currency Rate plus the
                  Applicable Margin; and

                        (D) For Swing Line Advances--The Swing Line Rate.


                                       36
<PAGE>

            (b) Overdue principal (whether by non-payment at scheduled due date,
      acceleration, notice of prepayment or otherwise) and, to the extent not
      prohibited by applicable law, overdue interest, in respect of the
      Revolving Loans and all other overdue amounts owing hereunder, shall bear
      interest from each date that such amounts are overdue at the Default Rate.

            (c) Interest on each Loan shall accrue from and including the date
      of such Loan to but excluding the date of any repayment thereof; provided
      that, if a Loan is repaid on the same day made, one day's interest shall
      be paid on such Loan. Interest shall be payable as follows:

                  (i) For Revolving Loans:

                        (A) For Base Rate Advances -- quarterly in arrears on
                  the last calendar day of each calendar quarter of Borrower's
                  fiscal year;

                        (B) For LIBOR Advances and Multicurrency Loans -- on the
                  last day of each Interest Period applicable thereto, and, in
                  the case of LIBOR Advances having an Interest Period in excess
                  of three months, on each day which occurs every 3 months after
                  the initial date of such Interest Period; and

                        (C) For Swing Line Advances -- quarterly in arrears on
                  the last calendar day of each calendar quarter of Borrower's
                  fiscal year.

            Interest on all Revolving Loans shall be payable on any conversion
            of any Advances comprising such Loans into Advances of another Type,
            prepayment (on the amount prepaid), at maturity (whether by
            acceleration, notice of prepayment or otherwise) and, after
            maturity, on demand. Interest in regard to any draw under any Letter
            of Credit issued hereunder shall accrue on and from the date of such
            draw, which draw shall constitute an Advance hereunder.

      Section 4.4 Interest Periods. In connection with the making or
continuation of, or conversion into, each Syndicate Revolving Loan comprised of
LIBOR Advances or each Multicurrency Loan , Borrower shall select an interest
period (each an


                                       37
<PAGE>

"Interest Period") to be applicable to such LIBOR Advances or Multicurrency
Loan, which Interest Period shall be either a 1, 2, 3 or 6 month period with
respect to LIBOR Advances for each Interest Period during which the LIBOR Option
is selected and either a 1, 2 or 3 month period with respect to Multicurrency
Loans; provided that:

            (a) The initial Interest Period for any Borrowing of LIBOR Advances
      or any Multicurrency Loans shall commence on the date of such Borrowing
      (including the date of any conversion from a Borrowing consisting of
      Advances of another Type) or Loan and each Interest Period occurring
      thereafter in respect of such Borrowing or Loan shall commence on the day
      on which the next preceding Interest Period expires;

            (b) If any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day, provided that if any Interest Period in respect
      of LIBOR Advances would otherwise expire on a day that is not a Business
      Day but is a day of the month after which no further Business Day occurs
      in such month, such Interest Period shall expire on the next preceding
      Business Day;

            (c) Any Interest Period in respect of LIBOR Advances or any
      Multicurrency Loan which begins on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest Period
      shall, subject to part (d) below, expire on the last Business Day of such
      calendar month;

            (d) No Interest Period shall extend beyond any date upon which any
      principal payment is due with respect to the Revolving Loans .

      Section 4.5 Fees.

            (a) Administrative/Underwriting Fee. Borrower shall pay, or have
      paid, (i) the administrative agency fee to SunTrust , and (ii) the
      underwriting fee to SunTrust Equitable Securities Corporation and The Bank
      of Nova Scotia, on the date that the conditions set forth in Section 5.1
      are satisfied or waived in accordance with Section 11.2, all as required
      by the Fee Letters.

            (b) Commitment Fee. Borrower shall pay to the Administrative Agent,
      for the account of and distribution to each Lender, a Commitment Fee for
      the period commencing on the Closing Date to and including


                                       38
<PAGE>

      the Maturity Date, measured quarterly, on the average daily unused
      portions of the Revolving Loan Commitment of each Lender, such fee being
      payable quarterly in arrears on the last calendar day of each fiscal
      quarter of Borrower and on the Maturity Date.

            (c) Standby Letter of Credit Fees. With respect to each Standby
      Letter of Credit, the Borrower shall pay the Administrative Agent, (i) for
      the account of each Lender, a non-refundable fee equal to the
      LIBOR/Foreign Currency Rate Applicable Margin then in effect per annum on
      such Lender's Pro Rata Share of the undrawn face amount of such Letter of
      Credit and (ii) for the Administrative Agent's account, a facing fee of
      0.125% (i.e. 12.5 basis points) on the total amount of outstanding Letters
      of Credit. All fees due pursuant to this Section 4.5(d) shall be based on
      a year of 360 days computed for the actual number of days elapsed, and
      shall be payable in advance on the date of such Letter of Credit for the
      period from the date of issuance to the first Business Day of such
      calendar quarter and thereafter on the first Business Day of each calendar
      quarter.

            (d) Letter of Credit Administrative Fees. In addition to the
      foregoing fees, the Borrower shall pay to the Administrative Agent, for
      the Administrative Agent's account, such other administrative fees as the
      Administrative Agent customarily charges in respect of Letter of Credit
      transactions together with all telecommunication fees and other expenses
      incurred by the Administrative Agent in connection with the issuance or
      honoring of any Letter of Credit issued for the Borrower's account.

            (e) Annual Administrative Fee. Borrower shall pay to the
      Administrative Agent, for the Administrative Agent's own account, an
      annual administrative agency fee as required by the Fee Letters.


      Section 4.6 Voluntary Prepayments of Borrowings.

            (a) Borrower may, at its option, prepay Borrowings consisting of
      Base Rate Advances during any Interest Period in which the Base Rate
      Option has been selected at any time in whole, or from time to time in
      part, in amounts aggregating $1,000,000 or any greater integral multiple
      of $100,000, by paying the principal amount to be prepaid together with
      interest accrued and unpaid thereon to the date of prepayment. Those
      Borrowings consisting of LIBOR Advances and


                                       39
<PAGE>

      Multicurrency Loans during any Interest Period in which the LIBOR Option
      has been selected may be prepaid, at Borrower's option, in whole, or from
      time to time in part, in amounts aggregating $1,000,000 or any greater
      integral multiple of $100,000, by paying the principal amount to be
      prepaid, together with interest accrued and unpaid thereon to the date of
      prepayment, and all compensation payments pursuant to Section 4.12 if such
      prepayment is made on a date other than the last day of an Interest Period
      applicable thereto. Each such optional prepayment shall be applied in
      accordance with Section 4.6(c) below.

            (b) Borrower shall give written notice (or telephonic notice
      confirmed in writing) to the Administrative Agent of any intended
      prepayment of the Revolving Loans (i) not less than one (1) Business Day
      prior to any prepayment of Base Rate Advances, (ii) not less than three
      (3) Business Days prior to any prepayment of LIBOR Advances, and (iii) not
      less than three (3) Foreign Currency Business Days prior to any prepayment
      of Multicurrency Loans. Such notice, once given, shall be irrevocable.
      Upon receipt of such notice of prepayment pursuant to the first sentence
      of this paragraph (b), the Administrative Agent shall promptly notify each
      Lender of the contents of such notice, including the actual date on which
      such prepayment shall occur, and of such Lender's share of such
      prepayment.

            (c) Borrower, when providing notice of prepayment pursuant to
      Section 4.6(b) may designate the Types of Advances and the specific
      Borrowing or Borrowings which are to be prepaid, provided that (i) if any
      prepayment of LIBOR Advances made pursuant to a single Borrowing of the
      Revolving Loans , shall reduce the outstanding Advances made pursuant to
      such Borrowing or the outstanding amount of such Loan to an amount less
      than $2,000,000, such Borrowing shall immediately be converted into Base
      Rate Advances or the balance of such Loan shall immediately begin accruing
      interest at the rate per annum determined with reference to the Base Rate,
      as the case may be; and (ii) each prepayment made pursuant to a single
      Borrowing shall be applied pro rata among the Loans comprising such
      Borrowing. All voluntary prepayments shall be applied to the payment of
      any unpaid interest before application to principal.


                                       40
<PAGE>

      Section 4.7 Payments, etc.

            (a) Except as otherwise specifically provided herein, all payments
      under this Agreement and the other Credit Documents shall be made without
      defense, set-off or counterclaim to the Administrative Agent, not later
      than 11:00 a.m. (local time for the Administrative Agent) on the date when
      due and shall be made in Dollars (except with respect to Multicurrency
      Loans) in immediately available funds at the respective Payment Office.
      Payments with respect to Multicurrency Loans shall be made in the currency
      in which such Loans were made, in immediately available funds at the
      respective Payment Office.

            (b) (i) All such payments shall be made free and clear of and
      without deduction or withholding for any Taxes in respect of this
      Agreement, the Notes or other Credit Documents, or any payments of
      principal, interest, fees or other amounts payable hereunder or thereunder
      (but excluding any Taxes imposed on the overall net income of the Lenders
      pursuant to the laws of the jurisdiction in which the principal executive
      office or appropriate Lending Office of such Lender is located). If any
      Taxes are so levied or imposed, Borrower agrees (A) to pay the full amount
      of such Taxes, and such additional amounts as may be necessary so that
      every net payment of all amounts due hereunder and under the Notes and
      other Credit Documents, after withholding or deduction for or on account
      of any such Taxes (including additional sums payable under this Section
      4.7), will not be less than the full amount provided for herein had no
      such deduction or withholding been required, (B) to make such withholding
      or deduction and (C) to pay the full amount deducted to the relevant
      authority in accordance with applicable law. Borrower will furnish to the
      Administrative Agent and each Lender, within 30 days after the date the
      payment of any Taxes is due pursuant to applicable law, certified copies
      of tax receipts evidencing such payment by Borrower. Borrower will
      indemnify and hold harmless the Administrative Agent and each Lender and
      reimburse the Administrative Agent and each Lender upon written request
      for the amount of any Taxes so levied or imposed and paid by the
      Administrative Agent or Lender and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto, whether
      or not such Taxes were correctly or illegally asserted. A certificate as
      to the amount of such payment by such Lender or the Administrative Agent,
      absent manifest error, shall be final, conclusive and binding for all
      purposes.


                                       41
<PAGE>


                  (ii) Each Lender that is organized under the laws of any
      jurisdiction other than the United States of America or any State thereof
      (including the District of Columbia) agrees to furnish to Borrower and the
      Administrative Agent, prior to the time it becomes a Lender hereunder, two
      copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal
      Revenue Service Form 1001 or any successor forms thereto (wherein such
      Lender claims entitlement to complete exemption from or reduced rate of
      U.S. Federal withholding tax on interest paid by Borrower hereunder) and
      to provide to Borrower and the Administrative Agent a new Form 4224 or
      Form 1001 or any successor forms thereto if any previously delivered form
      is found to be incomplete or incorrect in any material respect or upon the
      obsolescence of any previously delivered form; provided, however, that no
      Lender shall be required to furnish a form under this paragraph (ii) if it
      is not entitled to claim an exemption from or a reduced rate of
      withholding under applicable law. A Lender that is not entitled to claim
      an exemption from or a reduced rate of withholding under applicable law,
      promptly upon written request of Borrower, shall so inform Borrower in
      writing.

            (c) Subject to Section 4.4(b), whenever any payment to be made
      hereunder or under any Note shall be stated to be due on a day which is
      not a Business Day, the due date thereof shall be extended to the next
      succeeding Business Day and, with respect to payments of principal,
      interest thereon shall be payable at the applicable rate during such
      extension.

            (d) All computations of interest and fees shall be made on the basis
      of a year of 360 days for the actual number of days (including the first
      day but excluding the last day) occurring in the period for which such
      interest or fees are payable (to the extent computed on the basis of days
      elapsed), except in the case of the computation of interest on
      Multicurrency Loans made in United Kingdom Pounds Sterling, in which case
      interest shall be computed on the basis of a year containing 365 days for
      the actual number of days (including the first day but excluding the last
      day) occurring in the Interest Period for which such interest is payable.
      Interest on Base Rate Advances for any Interest Period during which the
      Base Rate Option has been selected shall be calculated based on the Base
      Rate from and including the date of such Advance or Loan to but excluding
      the date of the repayment or conversion thereof. Interest on LIBOR
      Advances and Multicurrency Loans for any Interest


                                       42
<PAGE>

      Period during which the LIBOR Option has been selected shall be calculated
      as to each Interest Period from and including the first day thereof to but
      excluding the last day thereof. Each determination by the Administrative
      Agent of an interest rate or fee hereunder shall be made in good faith
      and, except for manifest error, shall be final, conclusive and binding for
      all purposes.

            (e) All Swing Line Advances shall be paid without notice to the
      Administrative Agent one (1) Business Day after the date made.

            (f) Payment by Borrower to the Administrative Agent in accordance
      with the terms of this Agreement shall, as to Borrower, constitute payment
      to the Lenders under this Agreement.

      Section 4.8 Interest Rate Not Ascertainable, etc. In the event that the
Administrative Agent shall have determined (which determination shall be made in
good faith and, absent manifest error, shall be final, conclusive and binding
upon all parties) that on any date for determining LIBOR Rate or Foreign
Currency Rate for any Interest Period, by reason of any changes arising after
the date of this Agreement, adequate and fair means do not exist for
ascertaining LIBOR Rate or Foreign Currency Rate then, and in any such event,
the Administrative Agent shall forthwith give notice (by telephone confirmed in
writing) to Borrower and to the Lenders of such determination and a summary of
the basis for such determination. Until the Administrative Agent notifies
Borrower that the circumstances giving rise to the suspension described herein
no longer exist, the obligations of the Lenders to make or permit portions of
the Revolving Loans to remain outstanding past the last day of the then current
Interest Periods as LIBOR Advances or Multicurrency Loans, shall be suspended,
and such affected Advances and/or Loans shall bear interest at the rate
determined by reference to the Base Rate.

      Section 4.9 Illegality.

            (a) In the event that any Lender shall have determined (which
      determination shall be made in good faith and, absent manifest error,
      shall be final, conclusive and binding upon all parties) at any time that
      the making or continuance of any LIBOR Advance or Multicurrency Loan has
      become unlawful or impractical by compliance by such Lender in good faith
      with any applicable law, governmental rule, regulation, guideline or order
      (whether or not having the force of law and whether or not failure to
      comply therewith would be unlawful), then, in any such event, the Lender
      shall give prompt notice (by telephone confirmed in


                                       43
<PAGE>

      writing) to Borrower and to the Administrative Agent of such determination
      and a summary of the basis for such determination (which notice the
      Administrative Agent shall promptly transmit to the other Lenders).

            (b) Upon the giving of the notice to Borrower referred to in
      subsection (a) above, (i) Borrower's right to request LIBOR Advances or
      Multicurrency Loans and such Lender's obligation to make LIBOR Advances or
      Multicurrency Loans shall be immediately suspended, and such Lender shall
      make an Advance as part of the requested Borrowing of LIBOR Advances or
      the requested Multicurrency Loan as a Base Rate Advance, which Base Rate
      Advance shall, for all other purposes, be considered part of such
      Borrowing, and (ii) if the affected LIBOR Advance or Advances or
      Multicurrency Loan are then outstanding, Borrower shall immediately, or if
      permitted by applicable law, no later than the date permitted thereby,
      upon at least one (1) Business Day's written notice to the Administrative
      Agent and the affected Lender, convert each such Advance into an Advance
      or Advances of a different Type, with an Interest Period ending on the
      date on which the Interest Period applicable to the affected LIBOR
      Advances or Multicurrency Loan expires, provided that if more than one
      Lender is affected at any time, then all affected Lenders must be treated
      the same pursuant to this Section 4.9(b).

            (c) In the event that any Lender shall have determined (which
      determination shall be made in good faith and, absent manifest error,
      shall be final, conclusive and binding upon all parties) at any time that
      the making of or continuance of or conversion to any Base Rate Advance has
      become unlawful or impractical by compliance by such Lender in good faith
      with any applicable law, governmental rule, regulation, guideline or order
      (whether or not having the force of law and whether or not failure to
      comply therewith would be unlawful), then, in any such event, the Lender
      shall give prompt notice (by telephone confirmed in writing) to Borrower
      and to the Administrative Agent of such determination and a summary of the
      basis for such determination (which notice the Administrative Agent shall
      promptly transmit to the other Lenders). The Borrower shall pay to the
      Administrative Agent for the account of such Lender within thirty (30)
      Days after the date of such notice and demand, a sufficient amount to
      repay all of such Lender's Base Rate Advances or Loans or Advances subject
      to conversion to Base Rate Advances.


                                       44
<PAGE>

      Section 4.10 Increased Costs.

            (a) If, by reason of (i) after the date hereof, the introduction of
      or any change (including, without limitation, any change by way of
      imposition or increase of reserve requirements) in, or in the
      interpretation of, any law or regulation, or (ii) the compliance with any
      guideline or request from any central bank or other governmental authority
      or quasi-governmental authority exercising control over banks or financial
      institutions generally (whether or not having the force of law):

                  (i) any Lender (or its applicable Lending Office) shall be
            subject to any tax, duty or other charge with respect to its LIBOR
            Advances, Base Rate Advances, Multicurrency Loans or Swing Line
            Advances or its obligation to make LIBOR Advances, Base Rate
            Advances, Multicurrency Loans or Swing Line Advances or the basis of
            taxation of payments to any Lender of the principal of or interest
            on its LIBOR Advances, Base Rate Advances, Multicurrency Loans or
            Swing Line Advances or its obligation to make LIBOR Advances, Base
            Rate Advances Multicurrency Loans or Swing Line Advances shall have
            changed (except for changes in the tax on the overall net income of
            such Lender or its applicable Lending Office imposed by the
            jurisdiction in which such Lender's principal executive office or
            applicable Lending Office is located); or

                  (ii) any reserve (including, without limitation, any imposed
            by the Board of Governors of the Federal Reserve System), special
            deposit or similar requirement against assets of, deposits with or
            for the account of, or credit extended by, any Lender's applicable
            Lending Office shall be imposed or deemed applicable or any other
            condition affecting its LIBOR Advances, Base Rate Advances,
            Multicurrency Loans or Swing Line Advances or its obligation to make
            LIBOR Advances, Base Rate Advances, Multicurrency Loan or Swing Line
            Advances shall be imposed on any Lender or its applicable Lending
            Office or the London interbank market or the United States secondary
            certificate of deposit market;


                                       45
<PAGE>

      and as a result thereof there shall be any increase in the cost to such
      Lender of agreeing to make or making, funding or maintaining LIBOR
      Advances, Base Rate Advances, Multicurrency Loans or Swing Line
      Advances(except to the extent already included in the determination of the
      applicable Base Rate for Base Rate Advances, LIBOR rate for LIBOR Advances
      or Swing Line Advances or the applicable Foreign Currency Rate for
      Multicurrency Loans), or there shall be a reduction in the amount received
      or receivable by such Lender or its applicable Lending Office, then
      Borrower shall from time to time (subject, in the case of certain Taxes,
      to the applicable provisions of Section 4.7(b)), upon written notice from
      and demand by such Lender on Borrower (with a copy of such notice and
      demand to the Administrative Agent), pay to the Administrative Agent for
      the account of such Lender within five (5) Business Days after the date of
      such notice and demand, additional amounts sufficient to indemnify such
      Lender against such increased cost. A certificate as to the amount of such
      increased cost, submitted to Borrower and the Administrative Agent by such
      Lender in good faith and accompanied by a statement prepared by such
      Lender describing in reasonable detail the basis for and calculation of
      such increased cost, shall, except for manifest error, be final,
      conclusive and binding for all purposes.

            (b) If any Lender shall advise the Administrative Agent that at any
      time, because of the circumstances described in clauses (i) or (ii) in
      subsection 4.10(a) above or any other circumstances beyond such Lender's
      control arising after the date of this Agreement affecting such Lender or
      the London interbank market or such Lender's position in such market,
      LIBOR or the Foreign Currency Rate as determined by the Administrative
      Agent will not adequately and fairly reflect the cost to such Lender of
      funding its LIBOR Advances or Multicurrency Loans or Swing Line Advances
      then, and in any such event:

                  (i) the Administrative Agent shall forthwith give notice (by
            telephone confirmed in writing) to Borrower and to the other Lenders
            of such advice;

                  (ii) Borrower's right to request and such Lender's obligation
            to make or permit portions of the Loans to remain outstanding past
            the last day of the then current Interest Periods as LIBOR Advances,


                                       46
<PAGE>

            Multicurrency Loans or Swing Line Advances, shall be immediately
            suspended; and

                  (iii) such Lender shall make a Loan as part of the requested
            Borrowing of LIBOR Advances or the requested Multicurrency Loan as a
            Base Rate Advance, which such Base Rate Advance shall, for all other
            purposes, be considered part of such Borrowing .

      Section 4.11 Lending Offices.

            (a) Each Lender agrees that, if requested by Borrower, it will use
      reasonable efforts (subject to overall policy considerations of such
      Lender) to designate an alternate Lending Office with respect to any of
      its LIBOR Advances, Multicurrency Loans or Swing Line Advances or
      circumstances described in Sections 4.7(b), 4.8, 4.9 or 4.10 to reduce the
      liability of Borrower or avoid the results provided thereunder, so long as
      such designation is not disadvantageous to such Lender as determined by
      such Lender, which determination if made in good faith, shall be
      conclusive and binding on all parties hereto. Nothing in this Section 4.11
      shall affect or postpone any of the obligations of Borrower or any right
      of any Lender provided hereunder.

            (b) If any Lender that is organized under the laws of any
      jurisdiction other than the United States of America or any State thereof
      (including the District of Columbia) issues a public announcement with
      respect to the closing of its lending offices in the United States such
      that any withholdings or deductions and additional payments with respect
      to Taxes may be required to be made by Borrower thereafter pursuant to
      Section 4.7(b), such Lender shall use reasonable efforts to furnish
      Borrower notice thereof as soon as practicable thereafter; provided,
      however, that no delay or failure to furnish such notice shall in any
      event release or discharge Borrower from its obligations to such Lender
      pursuant to Section 4.7(b) or otherwise result in any liability of such
      Lender.

      Section 4.12 Funding Losses. Borrower shall compensate each Lender, upon
its written request to Borrower (which request shall set forth the basis for
requesting such amounts in reasonable detail and which request shall be made in
good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the parties hereto), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or


                                       47
<PAGE>

carry its LIBOR Advances or Multicurrency Loans , in either case to the extent
not recovered by such Lender in connection with the reemployment of such funds
and including loss of anticipated profits), which the Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of, or
conversion to or continuation of, LIBOR Advances or Multicurrency Loans does not
occur on the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section 4.9(b)
of any LIBOR Advances or Multicurrency Loans occurs on a date which is not the
last day of an Interest Period applicable thereto, or (iii) if, for any reason,
Borrower defaults in its obligation to repay its LIBOR Advances or Multicurrency
Loans when required by the terms of this Agreement.

      Section 4.13 Assumptions Concerning Funding of LIBOR Advances. Calculation
of all amounts payable to a Lender under this Article shall be made as though
that Lender had actually funded its relevant LIBOR Advances or Multicurrency
Loans through the purchase of deposits in the relevant market bearing interest
at the rate applicable to such LIBOR Advances or Multicurrency Loans in an
amount equal to the amount of the LIBOR Advances or Multicurrency Loans and
having a maturity comparable to the relevant Interest Period and through the
transfer of such LIBOR Advances or Multicurrency Loans from an offshore office
of that Lender to a domestic office of that Lender in the United States of
America; provided however, that each Lender may fund each of its LIBOR Advances
or Multicurrency Loans bearing interest at a rate determined with reference to
LIBOR in any manner it sees fit and the foregoing assumption shall be used only
for calculation of amounts payable under this Article .

      Section 4.14 Apportionment of Payments. Except as otherwise expressly set
forth herein, aggregate principal and interest payments in respect of Loans and
payments in respect of Commitment Fees, Letter of Credit Fees and any other fees
hereunder shall be apportioned among all outstanding Commitments and Loans to
which such payments relate, proportionately to the Lenders' respective pro rata
portions of such Commitments and outstanding Loans. The Administrative Agent
shall promptly distribute to each Lender at its payment office set forth beside
its name on the appropriate signature page hereof or such other address as any
Lender may request its share of all such payments received by the Administrative
Agent.

      Section 4.15 Sharing of Payments, Etc. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its


                                       48
<PAGE>

pro rata portion of payments or reductions on account of such obligations
obtained by all the Lenders, such Lender shall forthwith (i) notify each of the
other Lenders and Administrative Agent of such receipt, and (ii) purchase from
the other Lenders such participations in the affected obligations as shall be
necessary to cause such purchasing Lender to share the excess payment or
reduction, net of costs incurred in connection therewith, ratably with each of
them, provided that if all or any portion of such excess payment or reduction is
thereafter recovered from such purchasing Lender or additional costs are
incurred, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery or such additional costs, but without interest unless
the Lender obligated to return such funds is required to pay interest on such
funds. Borrower agrees that any Lender so purchasing a participation from
another Lender pursuant to this Section 4.15 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of Borrower in the amount of such participation.

      Section 4.16 Capital Adequacy. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or body having jurisdiction, does or shall have
the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation, guideline or
order, or such change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then within ten (10) Business Days after written notice and demand
by such Lender (with copies thereof to the Administrative Agent), Borrower shall
from time to time pay to such Lender additional amounts sufficient to compensate
such Lender for such reduction (but, in the case of outstanding Base Rate
Advances or Swing Line Loans accruing interest at the Base Rate, without
duplication of any amounts already recovered by such Lender by reason of an
adjustment in the applicable Base Rate). Each certificate as to the amount
payable under this Section 4.16 (which certificate shall set forth the basis for
requesting such amounts in reasonable detail), submitted to Borrower by any
Lender in good


                                       49
<PAGE>

faith, shall, absent manifest error, be final, conclusive and binding for all
purposes.

      Section 4.17 Benefits to Guarantors. In consideration for the execution
and delivery by the Guarantors of the Guaranty Agreement and the Contribution
Agreement, Borrower agrees to make the benefit of extensions of credit hereunder
available to the Guarantors.

      Section 4.18 Limitations on Certain Payment Obligations.

            (a) Each Lender or Administrative Agent shall make written demand on
      Borrower for indemnification or compensation pursuant to Section 4.7 no
      later than 90 days after the earlier of (i) the date on which such Lender
      or Administrative Agent makes payment of such Taxes, and (ii) the date on
      which the relevant taxing authority or other governmental authority makes
      written demand upon such Lender or Administrative Agent for payment of
      such Taxes.

            (b) Each Lender or Administrative Agent shall make written demand on
      Borrower for indemnification or compensation pursuant to Sections 4.10 and
      4.12 no later than 90 days after the event giving rise to the claim for
      indemnification or compensation occurs.

            (c) Each Lender or Administrative Agent shall make written demand on
      Borrower for indemnification or compensation pursuant to Sections 4.9 and
      4.16 no later than 90 days after such Lender or Administrative Agent
      receives actual notice or obtains actual knowledge of the promulgation of
      a law, rule, order or interpretation or occurrence of another event giving
      rise to a claim pursuant to such sections.

            (d) In the event that the Lenders or Administrative Agent fail to
      give Borrower notice within the time limitations prescribed in (a) or (b)
      above, Borrower shall not have any obligation to pay such claim for
      compensation or indemnification. In the event that the Lender or
      Administrative Agent fail to give Borrower notice within the time
      limitation prescribed in (c) above, Borrower shall not have any obligation
      to pay any amount with respect to claims accruing prior to the ninetieth
      (90th) day preceding such written demand.

      Section 4.19 Affected Lenders. Unless the Required Lenders seek
indemnification or reimbursement pursuant to Sections 4.7, 4.10, 4.12 or 4.16 or
invoke the provisions of Section 4.9 hereof, if the Borrower is obligated to pay
to any


                                       50
<PAGE>

Lender any amount under Sections 4.7, 4.10, 4.12 or 4.16 or if the Lender
requests that its LIBOR Advances or Multicurrency Loans be converted into Base
Rate Advances, the Borrower may, so long as no Default or Event of Default then
exists, replace such Lender with another Lender acceptable to the Administrative
Agent, and such Lender hereby agrees to be so replaced subject to the following:

            (a) The obligations of the Borrower hereunder to the Lender to be
      replaced (including such increased or additional costs incurred from the
      date of notice to the Borrower of such increase or additional costs
      through the date such Lender is replaced hereunder) shall be paid in full
      to such Lender concurrently with such replacement;

            (b) The replacement Lender shall be a bank or other financial
      institution that is not subject to the increased costs arising under such
      Sections which may have effectuated the Borrower's election to replace any
      Lender hereunder, and each such replacement Lender shall execute and
      deliver to the Administrative Agent such documentation satisfactory to the
      Administrative Agent pursuant to which such replacement Lender is to
      become a party hereto with a Commitment equal to that of the Lender being
      replaced and shall make a Loan or Loans in the aggregate principal amount
      equal to the aggregate outstanding principal amount of the Loan or Loans
      of the Lender being replaced;

            (c) Upon such execution of such documents referred to in clause (b)
      and repayment of the amounts referred to in clause (a), the replacement
      Lender shall be a "Lender" with a Commitment as specified hereinabove and
      the Lender being replaced shall cease to be a "Lender" hereunder, except
      with respect to indemnification provisions under this Agreement, which
      shall survive as to such replaced Lender;

            (d) The Administrative Agent shall reasonably cooperate in
      effectuating the replacement of any Lender under this Section 4.19, but at
      no time shall the Administrative Agent be obligated to initiate any such
      replacement; and

            (e) Any Lender replaced under this Section 4.19 shall be replaced at
      the Borrower's sole cost and expense and at no cost or expense to the
      Administrative Agent. The replaced Lender shall not be obligated to pay
      any assignment or processing fee required pursuant to Section 11.6(c) or
      otherwise.


                                       51
<PAGE>

      Section 4.20 Return of Payments. If the Administrative Agent shall be
required by any court, trustee or debtor-in- possession or other person to
return any amount previously received by it in respect of the obligations under
this Agreement, upon receipt of notice from it, each Lender shall immediately
pay over to it, such Lender's Pro Rata Share of the amount to be returned.

                                    ARTICLE V

                            CONDITIONS TO BORROWINGS

      The obligations of each Lender to make Advances to Borrower hereunder is
subject to the satisfaction of the following conditions:

      Section 5.1 Conditions Precedent to Initial Loans. At the time of the
making of the initial Loans hereunder on the Closing Date, all obligations of
Borrower hereunder incurred prior to the initial Loans (including, without
limitation, Borrower's obligations to reimburse the reasonable fees and expenses
of counsel to the Administrative Agent and any fees and expenses payable to the
Administrative Agent and the Lenders as previously agreed with Borrower), shall
have been paid in full, and the Administrative Agent shall have received the
following, in form and substance reasonably satisfactory in all respects to the
Administrative Agent:

            (a) the duly executed counterparts of this Agreement;

            (b) the duly completed Revolving Credit Notes evidencing the
      Revolving Loan Commitments;

            (c) the duly executed Guaranty Documents;

            (d) the duly executed Security Documents;

            (e) certificate of Borrower in substantially the form of Exhibit F
      attached hereto and appropriately completed;

            (f) certificates of the Secretary or Assistant Secretary of each of
      the Credit Parties, attaching and certifying copies of the resolutions of
      the boards of directors of the Credit Parties, authorizing as applicable
      the execution, delivery and performance of the Credit Documents;

            (g) certificates of the Secretary or an Assistant Secretary of each
      of the Credit Parties certifying


                                       52
<PAGE>

      (i) the name, title and true signature of each officer of such entities
      executing the Credit Documents, and (ii) the bylaws or comparable
      governing documents of such entities;

            (h) certified copies of the Certificate or Articles of Incorporation
      of each credit party, certified by the Secretary of State or the Secretary
      or Assistant Secretary of such Credit Party, together with certificates of
      good standing or existence, as may be available from the Secretary of
      State of the jurisdiction of incorporation or organization of such Credit
      Party;

            (i) copies of all documents and instruments, including all consents,
      authorizations and filings, required or advisable under any Requirement of
      Law or by any material Contractual Obligation of the Credit Parties, in
      connection with the execution, delivery, performance, validity and
      enforceability of the Credit Documents and the other documents to be
      executed and delivered hereunder, and such consents, authorizations,
      filings and orders shall be in full force and effect and all applicable
      waiting periods shall have expired;

            (j) certified copies of indentures, credit agreements, capital
      leases, instruments, and other documents evidencing or securing
      Indebtedness of any Consolidated Company described on Schedule 6.13(a), in
      any single case in an amount not less than $2,500,000;

            (k) certificates, reports and other information as the
      Administrative Agent may reasonably request from any Consolidated Company
      in order to satisfy the Lenders as to the absence of any material
      liabilities or obligations arising from matters relating to employees of
      the Consolidated Companies, including employee relations, collective
      bargaining agreements, Plans, and other compensation and employee benefit
      plans;

            (l) certificates, reports, environmental audits and investigations,
      and other information as the Administrative Agent may reasonably request
      from any Consolidated Company in order to satisfy the Lenders as to the
      absence of any material liabilities or obligations under Environmental
      Laws which could reasonably be expected to have a Materially Adverse
      Effect;

            (m) certificates, reports and other information as the
      Administrative Agent may reasonably request from


                                       53
<PAGE>

      any Consolidated Company in order to satisfy the Lenders as to the absence
      of any material liabilities or obligations arising from litigation
      (including without limitation, products liability, patent infringement and
      malpractice claims) pending or threatened against the Consolidated
      Companies;

            (n) a summary, set forth in format and detail reasonably acceptable
      to the Administrative Agent, of the types and amounts of insurance
      (property and liability) maintained by the Consolidated Companies;

            (o) the favorable opinion of Gray, Harris & Robinson, P.A., counsel
      to the Credit Parties, substantially in the form of Exhibit G attached
      hereto, addressed to the Administrative Agent and each of the Lenders;

            (p) financial statements of Borrower and its Subsidiaries, on a
      consolidated basis, for the most recently completed fiscal quarter;

            (q) successful completion of the 1998 Senior Subordinated Debt Issue
      yielding gross proceeds of $250,000,000.00 at a maximum coupon of 12.0%,
      with a minimum subordinated debt rating of B2 by Moody's and CCC+ by S &
      P, and a certificate to that effect from the chief financial officer of
      the Borrower in form acceptable to the Administrative Agent;

            (r) evidence that all principal, interest and other amounts
      outstanding under the Initial Credit Agreement have been paid in full and
      replaced by the Facilities pursuant to this Agreement; and

            (s) the Mortgage has been recorded and otherwise implemented so that
      the Lenders hold a first mortgage on the Headquarters Facility to secure
      initially Revolving Loans A, as well as Revolving Loans B except as may be
      otherwise determined by the Required Lenders.

In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the Administrative Agent, as of the
time the initial Loans are made hereunder:

            (s) payment in full and termination of all outstanding indebtedness
      of the Borrower and its Material Subsidiaries and the release of any liens
      securing the same; provided, however, the following indebtedness may
      remain outstanding: (i) all Capitalized Lease Obligations described on
      Schedule 6.7; (ii) installment notes and other Indebtedness


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<PAGE>

      described on Schedule 6.13(a); and (iii) Intercompany Loans as described
      on Schedule 6.22;

            (t) the Loans to be made on the Closing Date and the use of proceeds
      thereof shall not contravene, violate or conflict with, or involve the
      Administrative Agent or any Lender in a violation of, any law, rule,
      injunction, or regulation, or determination of any court of law or other
      governmental authority;

            (u) all corporate proceedings and all other legal matters in
      connection with the authorization, legality, validity and enforceability
      of the Credit Documents shall be reasonably satisfactory in form and
      substance to the Required Lenders;

            (v) the status of all pending and threatened litigation (including
      products liability, malpractice and patent claims) described on Schedule
      6.5, including a description of any damages sought and the claims
      constituting the basis therefor, shall have been reported in writing to
      the Administrative Agent, the Administrative Agent shall have reported
      such matters to the Lenders, and the Lenders shall be satisfied with such
      status;

      Section 5.2 Conditions to All Loans. At the time of the making of all
Loans (before as well as after giving effect to such Loans and to the proposed
use of the proceeds thereof), the following conditions shall have been satisfied
or shall exist:

            (a) there shall exist no Default or Event of Default;

            (b) all representations and warranties by Borrower contained herein
      shall be true and correct in all material respects with the same effect as
      though such representations and warranties had been made on and as of the
      date of such Loans;

            (c) since the date of the most recent financial statements of the
      Consolidated Companies described in Section 6.3, there shall have been no
      change which has had or could reasonably be expected to have a Materially
      Adverse Effect.


                                       55
<PAGE>

            (d) there shall be no action or proceeding instituted or pending
      before any court or other governmental authority or, to the knowledge of
      Borrower, threatened (i) which reasonably could be expected to have a
      Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or
      more Credit Party's ownership or operation of any portion of its business
      or assets, or to compel one or more Credit Party to dispose of or hold
      separate all or any portion of its businesses or assets, where such
      portion or portions of such business(es) or assets, as the case may be,
      constitute a material portion of the total businesses or assets of the
      Consolidated Companies;

            (e) the Loans to be made and the use of proceeds thereof shall not
      contravene, violate or conflict with, or involve the Administrative Agent
      or any Lender in a violation of, any law, rule, injunction, or regulation,
      or determination of any court of law or other governmental authority
      applicable to Borrower; and

            (f) the Administrative Agent shall have received such other
      documents, including, but not limited to a properly completed Notice of
      Borrowing, or legal opinions as the Administrative Agent or any Lender may
      reasonably request, all in form and substance reasonably satisfactory to
      the Administrative Agent.

Each request for a Borrowing and the acceptance by Borrower of the proceeds
thereof shall constitute a representation and warranty by Borrower, as of the
date of the Loans comprising such Borrowing, that the applicable conditions
specified in Sections 5.1 and 5.2 have been satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      Borrower represents, warrants and covenants to Lenders that:

      Section 6.1 Organization and Qualification. Borrower is a corporation duly
organized and existing in good standing under the laws of the State of Delaware.
Each Subsidiary of Borrower is a corporation duly organized and existing under
the laws of the jurisdiction of its incorporation. Borrower and each of its
Subsidiaries are duly qualified to do business as a foreign corporation and are
in good standing in each jurisdiction in which the character of their properties
or the nature of their business makes such qualification necessary, except for
such jurisdictions in which a failure to qualify to do business would not have a
Materially Adverse Effect. Borrower and each of its


                                       56
<PAGE>

Material Subsidiaries have the corporate power to own their respective
properties and to carry on their respective businesses as now being conducted.
The jurisdiction of incorporation or organization, and the ownership of all
issued and outstanding capital stock, for each Subsidiary as of the date of this
Agreement is accurately described on Schedule 6.1. Schedule 6.1 also designates
all Subsidiaries of the Borrower as of the Closing Date and specifies whether
each is a Material Subsidiary.

      Section 6.2 Corporate Authority. The execution and delivery by Borrower
and the Guarantors of and the performance by Borrower and Guarantors of their
obligations under the Credit Documents have been duly authorized by all
requisite corporate action and all requisite shareholder action, if any, on the
part of Borrower and the Guarantors and do not and will not (i) violate any
provision of any law, rule or regulation, any judgment, order or ruling of any
court or governmental agency, the organizational papers or bylaws of Borrower or
the Guarantors, or any indenture, agreement or other instrument to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their properties is bound, or (ii) be in conflict with, result in a
breach of, or constitute with notice or lapse of time or both a default under
any such indenture, agreement or other instrument.

      Section 6.3 Financial Statements. Borrower has furnished Lenders with the
following financial statements, identified by the Chief Financial Officer of
Borrower: audited consolidated balance sheet of the Borrower and its
Subsidiaries as at December 28, 1997, and audited consolidated statement of
income and consolidated statement of stockholders' equity of Borrower and its
Subsidiaries for the fiscal year ended on such date certified by Price
Waterhouse, LLP, Certified Public Accountants . Such financial statements
(including any related schedules and notes) are true and correct in all material
respects, have been prepared in accordance with GAAP consistently applied
throughout the period or periods in question and show, in the case of audited
statements, all liabilities, direct or contingent, of Borrower and its
Subsidiaries, required to be shown in accordance with GAAP consistently applied
throughout the period or periods in question and fairly present the consolidated
financial position and the consolidated results of operations of Borrower and
its Subsidiaries for the periods indicated therein. There has been no material
adverse change in the business, condition or operations, financial or otherwise,
of Borrower and its Subsidiaries since December 28, 1997.

      Section 6.4 Tax Returns. Except as set forth on Schedule 6.4, each of
Borrower and its Material Subsidiaries has filed all federal, state and other
tax returns and reports which, to the best knowledge of the Executive Officers
of Borrower and its Subsidiaries, are required to be filed, and each has paid
all


                                       57
<PAGE>

taxes as shown on said returns and all other taxes, assessments, fees and other
governmental charges upon Borrower or any of its Material Subsidiaries or upon
any of the properties, assets, incomes or franchises of Borrower or any of its
Material Subsidiaries, to the extent that such taxes, assessments, fees and
other governmental charges have become due or except such as are being contested
in good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP. The Borrower and its Material Subsidiaries
have and will establish all necessary reserves and make all payments required of
them to be set aside or made in regard to all F.I.C.A., withholding, sales or
excise and all other similar federal, state and local taxes.

      Section 6.5 Actions Pending. Except as disclosed on Schedule 6.5 hereto,
there is no action, suit, investigation or proceeding pending or, to the
knowledge of Borrower, threatened against or affecting Borrower or any of its
Material Subsidiaries or any of their properties or rights, by or before any
court, arbitrator or administrative or governmental body, which might result in
any Materially Adverse Effect.

      Section 6.6 Representations; No Defaults. At the time of each Extension of
Credit there shall exist no Default or Event of Default, and each Extension of
Credit shall be deemed a renewal by Borrower of the representations and
warranties contained in this Agreement and an affirmative statement by Borrower
that such representations and warranties are true and correct in all material
respects on and as of such time with the same effect as though such
representations and warranties had been made on and as of such time.

      Section 6.7 Title to Properties; Capitalized Leases. Each of Borrower and
its Material Subsidiaries has (i) good and marketable fee simple title to its
respective real properties (other than real properties which it leases from
others), including such real properties reflected in the consolidated balance
sheet of Borrower and its Subsidiaries described in Section 6.3 above (other
than real properties disposed of in the ordinary course of business), subject to
no Lien of any kind except Liens permitted by Section 8.1 and (ii) good title to
all of its other respective properties and assets (other than properties and
assets which it leases from others), including the other properties and assets
reflected in the consolidated balance sheet of Borrower and its Subsidiaries
described in Section 6.3 above (other than properties and assets disposed of in
the ordinary course of business), subject to no Lien of any kind except Liens
permitted by Section 8.1. Each of Borrower and its Material Subsidiaries enjoys
peaceful and undisturbed possession under all leases necessary in any material
respect for the operation of its respective properties and assets, none of which
contains any unusual or burdensome provisions which might


                                       58
<PAGE>

materially affect or impair the operation of such properties and assets, and all
such leases are valid and subsisting and in full force and effect. There are no
Capitalized Lease Obligations except as disclosed on Schedule 6.7 hereto.

      Section 6.8 Enforceability of Agreement. This Agreement is the legal,
valid and binding Agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Notes, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and enforceable,
except as the enforceability of the Notes and other Credit Documents may be
limited by bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditor's rights and remedies in general and by general principles of
equity, whether considered in a proceeding at law or in equity.

      Section 6.9 Consent. No consent, permission, authorization, order or
license of or filing with any governmental authority or Person which has not
been obtained or made is necessary in connection with the execution, delivery,
performance or enforcement of the Credit Documents by the Credit Parties, or in
order to constitute the indebtedness to be incurred hereunder and under the
Notes and the other Credit Documents as "Senior Debt" or any similar term
defined within each of the 1998 Senior Subordinated Loan Agreement.

      Section 6.10 Use of Proceeds; Federal Reserve Regulations. The proceeds of
the Notes will be used solely for the purposes specified in Section 2.1(g) and
Section 3.1(b) and none of such proceeds will be used, directly or indirectly,
for the purpose of purchasing or carrying any "margin security" or "margin
stock" or for the purpose of reducing or retiring any indebtedness that
originally was incurred to purchase or carry a "margin security" or "margin
stock" or for any other purpose that might constitute this transaction a
"purpose credit" within the meaning of the regulations of the Board of Governors
of the Federal Reserve System.

      Section 6.11 ERISA.

            (a) Identification of Certain Plans. Schedule 6.11 hereto sets forth
      all Plans of Borrower and its Subsidiaries;

            (b) Compliance. Each Plan is being maintained, by its terms and in
      operation, in accordance with all applicable laws, except such
      noncompliance (when taken as a whole) that will not have a Materially
      Adverse Effect on the Borrower and its Subsidiaries taken as a whole, or
      upon their financial condition, assets, business, operations, liabilities
      or prospects;


                                       59
<PAGE>

            (c) Liabilities. Neither the Borrower nor any Subsidiary is
      currently or will become subject to any liability (including withdrawal
      liability), tax or penalty whatsoever to any person whomsoever with
      respect to any Plan including, but not limited to, any tax, penalty or
      liability arising under Title I or Title IV or ERISA or Chapter 43 of the
      Code, except such liabilities (when taken as a whole) as will not have a
      Materially Adverse Effect on the Borrower and its Subsidiaries taken as a
      whole, or upon their financial condition, assets, business, operations,
      liabilities or prospects; and

            (d) Funding. The Borrower and each ERISA Affiliate has made full and
      timely payment of all amounts (i) required to be contributed under the
      terms of each Plan and applicable law and (ii) required to be paid as
      expenses of each Plan, except where such non-payment would not have a
      Materially Adverse Effect. No Plan has an "amount of unfunded benefit
      liabilities" (as defined in Section 4001(a)(18) of ERISA) except as
      disclosed on Schedule 6.11. No Plan is subject to a waiver or extension of
      the minimum funding requirements under ERISA or the Code, and no request
      for such waiver or extension is pending.

      Section 6.12 Subsidiaries. As of the Closing Date, the only Subsidiaries
of the Borrower are those listed on Schedule 6.1. All the outstanding shares of
stock of each Subsidiary have been validly issued and are fully paid and
nonassessable and all such outstanding shares, except as noted on such Schedule
6.1, are owned by Borrower or a Wholly Owned Subsidiary of Borrower free of any
Lien or claim.

      Section 6.13 Outstanding Debt.

            (a) Except as set forth on Schedule 6.13(a) and the Intercompany
      Loans set forth on Schedule 6.22 as of the Closing Date and the 1998
      Senior Subordinated Debt Issue and after giving effect to the transactions
      contemplated by this Agreement, neither Borrower nor any of its
      Subsidiaries has outstanding any Indebtedness; and

            (b) There exists no default, and, after giving effect to the
      transactions contemplated in this Agreement, there will exist no default
      under the provisions of any instrument evidencing such Debt or of any
      Agreement relating thereto except as noted on Schedule 6.13(b).

      Section 6.14 Conflicting Agreements. Neither Borrower nor any of its
Subsidiaries is a party to any contract or agreement


                                       60
<PAGE>

or subject to any charter, bylaw or other corporate restriction which materially
and adversely affects its business, property or assets, or financial condition.
Assuming the consummation of the transactions contemplated by this Agreement,
neither the execution or delivery of this Agreement or the Credit Documents, nor
fulfillment of or compliance with the terms and provisions hereof and thereof,
will conflict with, or result in a breach of the terms, conditions or provisions
of, or constitute a default under, or result in any violation of, or result in
the creation of any Lien upon any of the properties or assets of Borrower or any
of its Subsidiaries pursuant to, the charter or By-Laws of Borrower or any of
its Subsidiaries, any award of any arbitrator or any agreement (including any
agreement with stockholders), instrument, order, judgment, decree, statute, law,
rule or regulation to which Borrower or any of its Subsidiaries is subject, and
neither Borrower nor any of its Subsidiaries is a party to, or otherwise subject
to any provision contained in, any instrument evidencing Debt of Borrower or any
of its Subsidiaries, any agreement relating thereto or any other contract or
agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on the incurring of, Debt of the type to be evidenced by
the Notes or contains dividend or redemption limitations on Common Stock of
Borrower, except for this Agreement, Borrower's Certificate of Incorporation and
those matters listed on Schedule 6.14 attached hereto.

      Section 6.15 Environmental Matters.

      (a) Except as set forth on Schedule 6.15(a), each of the Borrower and its
Subsidiaries has complied in all material respects (except for instances of
noncompliance that have been resolved prior to the Closing Date) with all
applicable Environmental Laws, including without limitation, compliance with
permits, licenses, standards, schedules and timetables issued pursuant to
Environmental Laws, and is not in violation of, and does not presently have
outstanding any liability under, has not been notified that it is or may be
liable under and does not have knowledge of any liability or potential liability
under any applicable Environmental Law, including without limitation, the
Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"),
the Federal Water Pollution Control Act, as amended ("FWPCA"), the Federal Clean
Air Act, as amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"),
which violation, liability or potential liability could reasonably be expected
to have a Materially Adverse Effect.

      (b) Except as set forth on Schedule 6.15(b), neither the Borrower nor any
of its Subsidiaries has received a written request for information under CERCLA
or any analogous state law,


                                       61
<PAGE>


or written notice that any such entity has been identified as a potential
responsible party under CERCLA, or any analogous state law, nor has any such
entity received any written notification that any Hazardous Substance that it or
any of its respective predecessors in interest has generated, stored, treated,
handled, transported, or disposed of, has been released or is threatened to be
released at any site at which any Person intends to conduct or is conducting a
remedial investigation or other action pursuant to any applicable Environmental
Law, or any other Environmental Laws.

      (c) Except as set forth on Schedule 6.15(c), each of the Borrower and its
Subsidiaries has obtained all permits, licenses or other authorizations which
are material for the conduct of their respective operations under all applicable
Environmental Laws and with respect to which each such authorization is in full
force and effect.

      (d) Except as set forth in Schedule 6.15(d), each of Borrower and its
Subsidiaries complies in all material respects with all laws and regulations
relating to equal employment opportunity and employee safety in all
jurisdictions in which it is presently doing business.

      Section 6.16 Possession of Franchises, Licenses, Etc. Each of Borrower and
its Material Subsidiaries possesses all franchises, certificates, licenses,
permits and other authorizations from governmental political subdivisions or
regulatory authorities, free from burdensome restrictions, that are necessary in
any material respect for the ownership, maintenance and operation of its
properties and assets, and neither Borrower nor any of its Subsidiaries is in
violation of any thereof in any material respect.

      Section 6.17 Patents, Trademarks, Etc. Except as set forth on Schedule
6.17, each of Borrower and its Material Subsidiaries owns or has the right to
use all patents, trademarks, service marks, trade names, copyrights, licenses,
franchises and other rights, which are necessary for the operation of its
business as presently conducted or proposed to be conducted without any known
conflict with the rights of others, and, in each case, subject to no mortgage,
pledge, lien, lease, encumbrance, charge, security interest, title retention
agreement or option. Each such asset or agreement is in full force and effect,
and the holder thereof has fulfilled and performed all of its obligations with
respect thereto. No event has occurred or exists which permits, or after notice
or lapse of time or both would permit, revocation or termination, or which
materially, adversely affects or in the future may (to the knowledge of any
Executive Officer) materially adversely affect the rights of such holder thereof
with respect thereto. No other license or franchise is known by any Executive
Officer to be


                                       62
<PAGE>

necessary to the operations of the business of the Borrower and its Material
Subsidiaries as now conducted or proposed to be conducted. To the knowledge of
any Executive Officer (i) no product, process, method, substance, part, piece of
equipment or other material presently contemplated to be sold by or employed by
Borrower or any of its Material Subsidiaries in connection with its business may
infringe any patent, trademark, service mark, trade name, copyright, license or
other right owned by any other Person, (ii) there are no pending or threatened
claims or litigation against or affecting Borrower or any of its Subsidiaries
contesting its right to sell or use any such product, process, method,
substance, part, piece of equipment or other material or (iii) there is no, or
there is no pending or proposed, patent, invention, device, application or
principle or any statute, law, rule, regulation, standard or code which would
prevent, inhibit or render obsolete the production or sale of any products of,
or substantially reduce the projected revenues of, or otherwise materially
adversely affect the Borrower or any of its Material Subsidiaries.

      Section 6.18 Governmental Consent. Neither the nature of Borrower or any
of its Subsidiaries nor any of their respective businesses or properties, nor
any relationship between Borrower and any other Person, nor any circumstance in
connection with the execution and delivery of the Credit Documents and the
consummation of the transactions contemplated thereby is such as to require on
behalf of Borrower or any of its Material Subsidiaries any consent, approval or
other action by or any notice to or filing with any court or administrative or
governmental body in connection with the execution and delivery of this
Agreement and the Credit Documents.

      Section 6.19 Disclosure. Neither this Agreement nor the Credit Documents
nor any other document, certificate or written statement furnished to Lenders by
or on behalf of Borrower in connection herewith contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading. There is no fact peculiar
to Borrower which materially adversely affects or in the future may (so far as
Borrower can now foresee) materially adversely affect the business, property or
assets, financial condition of Borrower which has not been set forth in this
Agreement or in the Credit Documents, certificates and written statements
furnished to Lenders by or on behalf of Borrower prior to the date hereof in
connection with the transactions contemplated hereby.

      Section 6.20 Insurance Coverage. Each property of Borrower or any of its
Subsidiaries is insured within terms acceptable to Lenders for the benefit of
Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower's
management and no less than those amounts customary in the industry in which


                                       63
<PAGE>

Borrower and its Subsidiaries operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in
the localities where such properties are located.

      Section 6.21 Labor Matters. Except as set forth on Schedule 6.21, the
Borrower and the Borrower's Subsidiaries have experienced no strikes, labor
disputes, slow downs or work stoppages due to labor disagreements which have
had, or would reasonably be expected to have, a Materially Adverse Effect, and,
to the best knowledge of Borrower's Executive Officers, there are no such
strikes, disputes, slow downs or work stoppages threatened against any Borrower
or any of Borrower's Subsidiaries. The hours worked and payment made to
employees of the Borrower and Borrower's Subsidiaries have not been in violation
in any material respect of the Fair Labor Standards Act or any other applicable
law dealing with such matters. All payments due from the Borrower and Borrower's
Subsidiaries, or for which any claim may be made against the Consolidated
Companies, on account of wages and employee health and welfare insurance and
other benefits have been paid or accrued as liabilities on the books of the
Borrower and Borrower's Subsidiaries where the failure to pay or accrue such
liabilities would reasonably be expected to have a Materially Adverse Effect.

      Section 6.22 Intercompany Loans; Dividends. There are no Intercompany
Loans as of the Closing Date except those set forth on Schedule 6.22. There are
no restrictions on the power of any Consolidated Company to repay any
Intercompany Loan or, except as provided in Section 8.13, to pay dividends on
capital stock.

      Section 6.23 Securities Acts. Neither Borrower nor any of its Subsidiaries
nor any agent acting on their behalf has, directly or indirectly, taken or will
take any action which would subject the issuance of the Notes to the provisions
of Section 5 of the Securities Act of 1933, as amended, or to the provisions of
any securities or Blue Sky Law of any applicable jurisdiction.

      Section 6.24 Investment Company Act; Holding Company. Neither Borrower nor
any of its Subsidiaries is an "investment company" or a company "controlled" by
an "investment company" within the meaning of the Investment Company Act of 1940
or is a "holding company," or a subsidiary or affiliate of a "holding company,"
or a "public utility," within the meaning of the Public Utility Holding Company
Act of 1935, as amended or a "public utility" within the meaning of the Federal
Power Act, as amended.

      Section 6.25 Regulation G, Etc. Neither Borrower nor any of its
Subsidiaries nor any agent acting on their behalf has taken or will take any
action which might cause this Agreement or the Notes to violate Regulation G, T,
or X or any other regulation of the Board of Governors of the Federal Reserve


                                       64
<PAGE>

System or to violate the Securities Exchange Act of 1934, and each case in
effect now or as the same may hereafter be in effect.

      Section 6.26 Changes in Financial Condition; Adverse Developments. From
the date of the annual statements described in Section 6.3 hereinabove, to the
date of this Agreement, there has been, and to the date of each Advance there
will be, no change in the properties, assets, liabilities, financial condition,
business operations, affairs or properties of the Borrower and its Subsidiaries
on an consolidated basis from that set forth or reflected in the year-end
financial statement described in Section 6.3, other than changes in the ordinary
course of business, including acquisitions, none of which either in any case or
in the aggregate will have a Materially Adverse Effect.

      Section 6.27 Year 2000. (i) The Borrower has (A) undertaken a detailed
review and assessment of all areas within its and its Subsidiaries' business and
operations that could be adversely affected by the "Year 2000 problem" (that is,
the risk that computer applications used by the Borrower or its Subsidiaries,
may be unable to recognize and perform properly date sensitive functions
involving certain dates prior to and any date after December 31, 1999), (B)
developed a plan and time line for addressing any Year 2000 problem on a timely
basis, and (C) implemented such plan in accordance with such timetable. The
Borrower reasonably anticipates that all computer applications that are material
to its and its Subsidiaries' business and operations will on a timely basis be
able to perform property date-sensitive functions for all dates before and after
January 1, 2000 (i.e., be "Year 2000 compliant"); and (ii) the Borrower has
inquired of each of its and its Subsidiaries material suppliers, vendors and
customers as to whether such Persons will on a timely basis be Year 2000
compliant in all material respects and taken appropriate remedial action with
respect to any of such Persons who are not expected to be so compliant. For
purposes hereof "material suppliers, vendors and customers" refers to those
suppliers, vendors and customers of the Borrower or its Subsidiaries, the
business failure of which would with reasonable probability result in a Material
Adverse Effect.

      Section 6.28 1998 Senior Subordinated Debt Issue. The Borrower has
successfully completed the 1998 Senior Subordinated Debt Issue yielding gross
proceeds of $250,000,000.00 at a maximum coupon of 12.0%, with a minimum
Subordinated Debt Rating of B2 by Moody's and CCC+ by S&P.

      Section 6.29 Collateral. That the Security Interest constitutes a first
mortgage, security interest or other encumbrance, as the case may be, in and to
the Collateral, subject only to the Permitted Encumbrances provided, however,


                                       65
<PAGE>

that the mortgage on the Headquarters Facility shall secure all Revolving Loans
unless otherwise determined by the Required Lenders.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

      Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Notes
that it will:

      Section 7.1 Corporate Existence, Etc. Preserve and maintain, and cause
each of its Subsidiaries to preserve and maintain, its corporate existence, its
material rights, franchises, and licenses, and its material patents and
copyrights (for the scheduled duration thereof), trademarks, trade names, and
service marks, necessary or desirable in the normal conduct of its business, and
its qualification to do business as a foreign corporation in all jurisdictions
where it conducts business or other activities making such qualification
necessary, where the failure to do so would reasonably be expected to have a
Materially Adverse Effect.

      Section 7.2 Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply with all Requirements of Law (including, without
limitation, the Environmental Laws, subject to the exception set forth in
Section 7.7(f) where the penalties, claims, fines, and other liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in excess of $100,000 in the aggregate) and Contractual Obligations applicable
to or binding on any of them.

      Section 7.3 Payment of Taxes and Claims, Etc. Pay, and cause each of its
Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed
upon it or upon its property, and (ii) all claims (including, without
limitation, claims for labor, materials, supplies or services) which might, if
unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and
adequate reserves are maintained with respect thereto.

      Section 7.4 Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, containing complete and accurate
entries of all their respective financial and business transactions.

      Section 7.5 Visitation, Inspection, Etc. Permit, and cause each of its
Subsidiaries to permit, any representative of the Administrative Agent or any
Lender to visit and inspect any of its property and to discuss its affairs,
finances and accounts


                                       66
<PAGE>

with its officers, all at such reasonable times and as often as the
Administrative Agent or such Lender may reasonably request after reasonable
prior notice to Borrower; provided, however, that at any time following the
occurrence and during the continuance of a Default or an Event of Default, no
prior notice to Borrower shall be required and Borrower shall permit, and cause
each of its Subsidiaries to permit, any representative of the Administrative
Agent or any Lender to also examine its books and records and to make copies and
take extracts therefrom, and further, provided, that in the event any documents
and records are subject to any contractual confidentiality requirements with any
Person, the right to make copies or extracts therefrom shall be subject to the
prior written consent of the Borrower, which consent will not be unreasonably
withheld.

      Section 7.6 Insurance; Maintenance of Properties.

            (a) Maintain or cause to be maintained with financially sound and
      reputable insurers, insurance with respect to its properties and business,
      and the properties and business of its Subsidiaries, against loss or
      damage of the kinds customarily insured against by reputable companies in
      the same or similar businesses, such insurance to be of such types and in
      such amounts, including such self-insurance and deductible provisions, as
      is customary for such companies under similar circumstances; provided,
      however, that in any event Borrower shall use its best efforts to
      maintain, or cause to be maintained, insurance in amounts and with
      coverages not materially less favorable to any Consolidated Company as in
      effect on the date of this Agreement, except where the costs of
      maintaining such insurance would, in the judgment of both Borrower and the
      Administrative Agent, be excessive.

            (b) Cause, and cause each of the Consolidated Companies to cause,
      all properties used or useful in the conduct of its business to be
      maintained and kept in good condition, repair and working order and
      supplied with all necessary equipment and will cause to be made all
      necessary repairs, renewals, replacements, settlements and improvements
      thereof, all as in the judgment of Borrower may be necessary so that the
      business carried on in connection therewith may be properly and
      advantageously conducted at all times; provided, however, that nothing in
      this subsection shall prevent Borrower from discontinuing the operation or
      maintenance of any such properties if such discontinuance is, in the
      judgment of Borrower, desirable in the conduct of its business or the
      business of any Consolidated Company.


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<PAGE>

      Section 7.7 Reporting Covenants. Furnish to the Administrative Agent for
distribution to each Lender after the date that the conditions set forth in
Section 5.1 are satisfied or waived in accordance with Section 11.2:

            (a) Annual Financial Statements. As soon as available and in any
      event within 90 days after the end of each fiscal year of Borrower,
      audited financial statements, consisting of balance sheets of the
      Consolidated Companies as at the end of such year, presented on a
      consolidated basis, and the related statements of income, shareholders'
      equity, and cash flows of the Consolidated Companies for such fiscal year,
      presented on a consolidated basis, setting forth in each case in
      comparative form the figures for the previous fiscal year, all in
      reasonable detail and accompanied by a report thereon of Price Waterhouse,
      LLP, or other independent public accountants of comparable recognized
      national standing, which such report shall be unqualified as to going
      concern and scope of audit and shall state that such financial statements
      present fairly in all material respects the financial condition as at the
      end of such fiscal year on a consolidated basis, and the results of
      operations and statements of cash flows of the Consolidated Companies for
      such fiscal year in accordance with GAAP and that the examination by such
      accountants in connection with such consolidated financial statements has
      been made in accordance with GAAP;

            (b) Quarterly Financial Statements. As soon as available and in any
      event within 45 days after the end of each fiscal quarter of Borrower
      (other than the fourth fiscal quarter), balance sheets of the Consolidated
      Companies as at the end of such quarter presented on a consolidated basis
      and the related statements of income, shareholders' equity, and cash flows
      of the Consolidated Companies for such fiscal quarter and for the portion
      of Borrower's fiscal year ended at the end of such quarter, presented on a
      consolidated basis setting forth in each case in comparative form the
      figures for the corresponding quarter and the corresponding portion of
      Borrower's previous fiscal year, all in reasonable detail and certified by
      the Chief Financial Officer or other authorized financial officer of
      Borrower acceptable to the Administrative Agent and the Required Lenders
      that such financial statements fairly present in all material respects the
      financial condition of the Consolidated Companies as at the end of such
      fiscal quarter on a consolidated basis, and the results of operations and
      statements of cash flows of the


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<PAGE>

      Consolidated Companies for such fiscal quarter and such portion of
      Borrower's fiscal year, in accordance with GAAP consistently applied
      (subject to normal year end audit adjustments and the absence of certain
      footnotes);

            (c) No Default/Compliance Certificate. Together with the financial
      statements required pursuant to subsections (a) and (b) above, a
      certificate of the Treasurer, Chief Financial Officer or other authorized
      financial officer of Borrower acceptable to the Administrative Agent and
      the Required Lenders (i) to the effect that, based upon a review of the
      activities of the Consolidated Companies and such financial statements
      during the period covered thereby, there exists no Event of Default and no
      Default under this Agreement, or if there exists an Event of Default or a
      Default hereunder, specifying the nature thereof and the proposed response
      thereto, (ii) demonstrating in reasonable detail compliance as at the end
      of such fiscal year or such fiscal quarter with the covenants contained in
      Section 7.8 and Sections 8.1 through 8.3 and (iii) demonstrating the Total
      Funded Debt To Consolidated EBITDA ratio for the purposes of determining
      the Applicable Margin;

            (d) Notice of Default. Promptly after any Executive Officer of
      Borrower has notice or knowledge of the occurrence of an Event of Default
      or a Default, a certificate of the Chief Financial Officer or principal
      accounting officer of Borrower specifying the nature thereof and the
      proposed response thereto;

            (e) Litigation. Promptly after (i) the occurrence thereof, notice of
      the institution of or any adverse development in any action, suit or
      proceeding or any governmental investigation or any arbitration, before
      any court or arbitrator or any governmental or administrative body, agency
      or official, against any Consolidated Company, or any material property
      thereof which might have a Materially Adverse Effect, or (ii) actual
      knowledge thereof, notice of the threat of any such action, suit,
      proceeding, investigation or arbitration, together with any information
      and documentation relating thereto, as may be requested; notwithstanding
      anything to the contrary contained in this subsection, the Borrower shall
      promptly advise the Lenders, in writing, of the threatened or actual
      filing of any malpractice litigation against Borrower or any of its
      Subsidiaries whether or not such litigation is expected to have a
      Materially Adverse Effect;


                                       69
<PAGE>

            (f) Environmental Notices. Promptly after receipt thereof, notice of
      any actual or alleged violation, or notice of any action, claim or request
      for information, either judicial or administrative, from any governmental
      authority relating to any actual or alleged claim, notice of potential
      responsibility under or violation of any Environmental Law, or any actual
      or alleged spill, leak, disposal or other release of any waste, petroleum
      product, or hazardous waste or Hazardous Substance by any Consolidated
      Company which violation, action, claim, request, spill, leak, disposal, or
      release could result in penalties, fines, claims or other liabilities to
      any Consolidated Company in amounts in excess of $100,000 individually or
      when aggregated with other then pending such matters;

            (g) ERISA.

                  (i) Promptly after the occurrence thereof with respect to any
            Plan of any Consolidated Company or any ERISA Affiliate thereof, or
            any trust established thereunder, notice of (1) a "reportable event"
            described in Section 4043 of ERISA and the regulations issued from
            time to time thereunder (other than a "reportable event" not subject
            to the provisions for 30 day notice to the PBGC under such
            regulations), or (2) any other event which could subject any
            Consolidated Company to any tax, penalty or liability under Title I
            or Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or
            penalty resulting from a loss of deduction under Sections 162, 404
            or 419 of the Tax Code, where any such taxes, penalties or
            liabilities exceed or could exceed $250,000 in the aggregate;

                  (ii) Promptly after such notice must be provided to the PBGC,
            or to a Plan participant, beneficiary or alternative payee, any
            notice required under Section 101(d), 302(f)(4), 303, 307,
            4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29)
            or 412 of the Tax Code with respect to any Plan of any Consolidated
            Company or any ERISA Affiliate thereof;

                  (iii) Promptly after receipt, any notice received by any
            Consolidated Company or any


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<PAGE>

            ERISA Affiliate thereof concerning the intent of the PBGC or any
            other governmental authority to terminate a Plan of such Company or
            ERISA Affiliate thereof which is subject to Title IV of ERISA, to
            impose any liability on such Company or ERISA Affiliate under Title
            IV of ERISA or Chapter 43 of the Tax Code;

                  (iv) Upon the request of the Administrative Agent, promptly
            upon the filing thereof with the Internal Revenue Service ("IRS") or
            the Department of Labor ("DOL"), a copy of IRS Form 5500 or annual
            report for each Plan of any Consolidated Company or ERISA Affiliate
            thereof which is subject to Title IV of ERISA;

                  (v) Upon the request of the Administrative Agent, (A) true and
            complete copies of any and all documents, government reports and IRS
            determination or opinion letters or rulings for any Plan of any
            Consolidated Company from the IRS, PBGC or DOL, (B) any reports
            filed with the IRS, PBGC or DOL with respect to a Plan of the
            Consolidated Companies or any ERISA Affiliate thereof, or (C) a
            current statement of withdrawal liability for each Multiemployer
            Plan of any Consolidated Company or any ERISA Affiliate thereof;

            (h) Liens. Promptly upon any Consolidated Company becoming aware
      thereof, notice of the filing of any federal statutory Lien, tax or other
      state or local government Lien or any other Lien affecting their
      respective properties, other than those Liens expressly permitted by
      Section 8.1;

            (i) Public Filings, Etc. Promptly upon the filing thereof or
      otherwise becoming available, copies of all financial statements, annual,
      quarterly and special reports, proxy statements and notices sent or made
      available generally by Borrower to its public security holders, of all
      regular and periodic reports and all registration statements and
      prospectuses, if any, filed by any of them with any securities exchange,
      and of all press releases and other statements made available generally to
      the public containing material developments in the business or financial
      condition of Borrower and the other Consolidated Companies;


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<PAGE>

            (j) Special Audit. Promptly upon receipt thereof, copies of all
      financial statements of independent public accountants to Borrower in
      connection with any special audit of Borrower's consolidated financial
      statements;

            (k) Trademarks; Labor Disputes, Etc. Promptly upon the existence or
      occurrence thereof, notice of the existence or occurrence of (i) failure
      of any Consolidated Company to hold in full force and effect those
      material trademarks, service marks, patents, trade names, copyrights,
      licenses, franchises and similar rights necessary in the normal conduct of
      its business, and (ii) any strike, labor dispute, slow down or work
      stoppage as described in Section 6.21;

            (l) New Subsidiaries. Quarterly furnish the Administrative Agent
      notice of the formation or acquisition of any Material Subsidiary or any
      other event resulting in the creation of a new material Subsidiary,
      including a description of the assets of such entity, the activities in
      which it will be engaged, and such other information as the Administrative
      Agent may request, together with the other documents required by Section
      7.10;

            (m) Intercompany Asset Transfers. Promptly upon the occurrence
      thereof, notice of the transfer of any assets from Borrower or any
      Guarantor to any other Consolidated Company that is not Borrower or a
      Guarantor (in any transaction or series of related transactions),
      excluding sales or other transfers of assets in the ordinary course of
      business where the Asset Value of such assets is less than $1,000,000;

            (n) Capitalized Lease Obligations. Promptly upon the occurrence
      thereof, notice and a complete description of any Capitalized Lease
      Obligations entered into by any Consolidated Company.

            (o) Other Information. With reasonable promptness, such other
      information about the Consolidated Companies as the Administrative Agent
      may reasonably request from time to time.

      Section 7.8 Financial Covenants.

            (a) Fixed Charge Coverage Ratio. Maintain the following minimum
      Fixed Charge Coverage Ratio on the last day of each calendar quarter,
      calculated on a rolling four-quarter basis based on the Borrower's
      financial statements for the immediately preceding four quarters:


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<PAGE>

                Calculation Period                 Minimum
                ------------------                 -------
                3/31/98 through 9/30/98            1.750:1.00
                Quarter ending 12/31/98            2.00:1.00
                3/31/99 through 12/31/99           2.25:1.00
                Thereafter                         2.50:1.00

            (b) Total Funded Debt to Consolidated EBITDA. Maintain as of the
      last day of each fiscal quarter, a maximum ratio of Total Funded Debt to
      Consolidated EBITDA, of:

                 Calculation Period                 Maximum
                 ------------------                 -------
                 3/31/98 through 12/31/98           3.000:1.00
                 3/31/99 through 12/31/99           2.875:1.00
                 Thereafter                         2.750:1.00

            (c) Consolidated Net Worth. Maintain at all times, Consolidated Net
      Worth of at least $300,000,000.00 plus seventy-five percent (75%) of
      positive Consolidated Net Income earned after December 28, 1997 and one
      hundred percent (100%) of the net proceeds of any equity issuance since
      December 28, 1997, tested quarterly.

            (d) Senior Funded Debt to Consolidated EBITDA. The Borrower shall
      maintain a maximum ratio of Senior Funded Debt to Consolidated EBITDA,
      calculated at the end of each fiscal quarter, of 1.50:1.00.

Calculations determining Borrower's compliance with the covenants set forth in
Section 7.8(a) and Section 7.8(d) shall be done on a pro forma basis and will
exclude Non-Recourse Debt. Further, to the extent there is a change in GAAP
after the date of this Agreement and said change would have a material effect on
the foregoing financial covenants, then, in that event, the Borrower may request
that the foregoing financial covenants be modified to take into account said
changes in GAAP, which request shall not be unreasonably approved by the
Required Lenders.

      Section 7.9 Notices Under Certain Other Indebtedness. Immediately upon its
receipt thereof, Borrower shall furnish the Administrative Agent a copy of any
notice received by it or any other Consolidated Company from the holder(s) of
Indebtedness (or from any trustee, agent, attorney, or other party acting on
behalf of such holder(s)) in an amount which, in the aggregate, exceeds
$1,000,000, where such notice states or claims (i) the existence or occurrence
of any default or event of default with respect to such Indebtedness under the
terms of any indenture, loan or credit Agreement, debenture, note, or other
document evidencing or governing such Indebtedness, or (ii) the existence or
occurrence of any event or condition which requires or permits holder(s) of any
Indebtedness to exercise rights under any Change in Control Provision. Borrower
agrees to take such actions as


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<PAGE>

may be necessary to require the holder(s) of any Indebtedness (or any trustee or
agent acting on their behalf) incurred pursuant to documents executed or amended
and restated after the Closing Date, to furnish copies of all such notices
directly to the Administrative Agent simultaneously with the furnishing thereof
to Borrower, and that such requirement may not be altered or rescinded without
the prior written consent of the Administrative Agent.

      Section 7.10 Additional Guarantors. Promptly after (i) the formation or
acquisition (provided that nothing in this Section shall be deemed to authorize
or prohibit the acquisition of any entity) of any Material Subsidiary not listed
on Schedule 6.1, (ii) the transfer of assets to any Consolidated Company if
notice thereof is required to be given pursuant to Section 7.7(m) and as a
result thereof the recipient of such assets becomes a Material Subsidiary, and
(iii) the occurrence of any other event creating a new Material Subsidiary, the
Borrower shall provide notice thereof to the Administrative Agent and, within
thirty (30) days thereafter, Borrower shall deliver to the Administrative Agent
copies of the Articles of Incorporation and bylaws of each such Subsidiary and
shall cause such Subsidiary to execute and deliver (a) a joinder to this
Agreement in the form of Exhibit H attached hereto; (b) a Supplement to
Subsidiary Guaranty Agreement in the form of Exhibit I attached hereto; and (c)
a Supplement to Contribution Agreement in the form of Exhibit J attached hereto,
and the Borrower shall further execute such Security Documents so as to grant to
the Lenders a Security Interest in all the outstanding stock of that Guarantor
owned by the Borrower, all in the prescribed form or such other form and
substance as may be satisfactory to the Administrative Agent and the Required
Lenders. As used in this Section, Material Subsidiary shall not include a
Foreign Subsidiary or those subsidiaries referenced in Schedule 7.10 attached
hereto.

      Section 7.11 Fiscal Year. Borrower shall not change its fiscal year now
employed for accounting and reporting purposes without the prior written notice
to the Administrative Agent.

      Section 7.12 Ownership of Guarantors. Borrower shall maintain at least
eighty percent (80%) ownership of all Guarantors, and shall not decrease its
ownership percentage in each Person which becomes a Guarantor after the date
hereof to less than eighty percent (80)%).


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<PAGE>

      Section 7.13 Subordination of Intercompany Loans. All loans or fees owed
to any Guarantor or any other Consolidated Company, or any Affiliate of any
thereof, shall, at all times, be subordinate to the Loans and the Borrower shall
cause its Subsidiaries and/or Affiliates from time to time to execute and
deliver to the Administrative Agent and the Required Lenders subordination
agreements in form and content satisfactory to the Administrative Agent and the
Required Lenders.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

      So long as any Commitment remains in effect hereunder or any Note shall
remain unpaid, Borrower will not and will not permit any Subsidiary to:

      Section 8.1 Liens. Create, incur, assume or suffer to exist any Lien on
any of its property now owned or hereafter acquired to secure any Indebtedness
other than:

            (a) Liens existing on the date hereof disclosed on Schedule 8.1;

            (b) any Lien on any property securing Indebtedness incurred or
      assumed for the purpose of financing all or any part of the acquisition
      cost of such property and any refinancing thereof, provided that such Lien
      does not extend to any other property; and provided, further, that the
      aggregate amount of all such Liens outstanding at any time shall not
      exceed ten percent (10%) of the value of Borrower's total assets;

            (c) Liens for taxes not yet due, and Liens for taxes or Liens
      imposed by ERISA which are being contested in good faith by appropriate
      proceedings and with respect to which adequate reserves are being
      maintained;

            (d) (i) Statutory Liens of landlords, (ii) existing contractual
      Liens of landlords, (iii) future contractual Liens of landlords not to
      exceed five percent (5%) of consolidated total assets and (iv) Liens of
      carriers, warehousemen, mechanics, materialmen and other Liens imposed by
      law created in the ordinary course of business for amounts not yet due or
      which are being contested in good faith by appropriate proceedings and
      with respect to which adequate reserves are being maintained;


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<PAGE>

            (e) Liens incurred or deposits made in the ordinary course of
      business in connection with workers, compensation, unemployment insurance
      and other types of social security, or to secure the performance of
      tenders, statutory obligations, surety and appeal bonds, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations (exclusive of obligations for the payment of borrowed
      money);

            (f) Liens resulting from zoning, easements, and restrictions on the
      use of such real estate, or rights reserved or vested in governmental
      authority, which do not materially impair the use of such real estate;

            (g) Liens arising under ERISA;

            (h) Liens on stock owned in Subsidiaries to secure non-recourse debt
      of that Subsidiary provided that said Subsidiary is not, and is not
      required to be, a Guarantor hereunder;

            (i) Liens arising in connection with the Lease in favor of the
      Lenders; and

            (j) Rights reserved or vested in a governmental authority which do
      not materially impair the use of such property.

      Section 8.2 Mergers, Acquisitions, Sales, Etc. Merge or consolidate with
any other Person, other than Borrower or another Subsidiary, or sell, lease, or
otherwise dispose of its accounts, property or other assets (including capital
stock of Subsidiaries), or, except for the purchase of capital stock as an
investment in a Subsidiary as permitted by subsections (a) and (b) in Section
8.3, below, purchase, lease or otherwise acquire all or any substantial portion
of the property or assets (including capital stock) of any Person; provided,
however, that the foregoing restrictions on asset sales shall not be applicable
to (i) sales of equipment or other personal property being replaced by other
equipment or other personal property purchased as a capital expenditure item
having comparable values, (ii) sale, lease or transfer of assets of the Borrower
or any Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of
inventory in the ordinary course of business, and (iv) other asset sales
(including the stock of Subsidiaries) where, on the date of execution of a
binding obligation to make such asset sale (provided that if the asset sale is
not consummated within six (6) months of such execution, then on the date of
consummation of such asset sale rather than on the date of execution of such
binding obligation), the Asset Value of asset sales occurring after the Closing
Date, taking into account


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<PAGE>

the Asset Value of the proposed asset sale, would not exceed ten percent (10%)
of Borrower's assets, since the Closing Date; and, provided further, that the
foregoing restrictions on mergers shall not apply to mergers involving Borrower
and another entity, provided Borrower is the surviving entity, and mergers
between a Subsidiary of Borrower and Borrower or between Subsidiaries of
Borrower provided that, in either case, upon consummation of such mergers,
Borrower is in compliance with this Section 8.2; provided, however, that no
transaction pursuant to clauses (i), (ii), (iv) or the second proviso above
shall be permitted if any Default or Event of Default otherwise exists at the
time of such transaction or would otherwise exist as a result of such
transaction. Notwithstanding anything to the contrary set forth in this Section
8.2, in Section 8.3 below, or elsewhere in this Agreement, the Borrower shall
not be required to obtain the prior written consent of the Administrative Agent
and the Required Lenders for any acquisition except:

            (a) For any single acquisition of or Investment in any other Person
      (including joint ventures and other non-consolidated entities) for cash
      consideration in excess of $10,000,000.00.

            (b) For any acquisition in the event that previously completed
      acquisitions aggregate at least $50,000,000.00 during the term of the
      Facility.

provided that immediately after said acquisition no Default or Event of Default
would then exist. Further, for any acquisition described in Subsections (a) and
(b) above for which the Borrower would be required to obtain the prior written
consent of the Required Lenders, said consent shall not be unreasonably withheld
and the Lenders understand that time is of the essence. For the purposes of the
foregoing, the term "cash consideration" includes any assumption of
Indebtedness.

      Section 8.3 Investments, Loans, Etc. Make or permit to remain outstanding
any loan or advance to, or guarantee, endorse, or otherwise be or become
contingently liable, directly or indirectly, or incur any Guaranteed
Indebtedness in connection with obligations (whether recourse or non-recourse),
stock or dividends of any other Person, or hold any Investments in any Person,
or otherwise acquire or hold any Subsidiaries, other than:

            (a) Investments in Subsidiaries that are Guarantors under this
      Agreement, whether such Subsidiaries are Guarantors on the Closing Date or
      become Guarantors in accordance with Section 7.10 after the Closing Date;
      provided, however, nothing in this Section 8.3 shall be deemed to
      authorize or prohibit an investment pursuant to this subsection (a) in any


                                       77
<PAGE>

      entity before that entity is a Subsidiary and a Guarantor ;

            (b) Investments in Subsidiaries that are Guarantors under this
      Agreement, whether such Subsidiaries are Guarantors on the Closing Date or
      become Guarantors in accordance with Section 7.10 after the Closing Date,
      for consideration of common stock of Borrower; provided, however, nothing
      in this Section 8.3 shall be deemed to authorize or prohibit an investment
      pursuant to this subsection (b) in any entity before that entity is a
      Subsidiary and a Guarantor;

            (c) Investments in Subsidiaries which are not Guarantors, joint
      ventures and other non-consolidated entities existing as of the date of
      this Agreement and as described on Schedule 8.3(c).

            (d) Guarantee of the Lease and the notes to be issued in connection
      therewith not to exceed eighty-two percent (82%) of the amount financed in
      connection with the acquisition, buildout and equipping of the New York
      Restaurant;

            (e) Advances or guaranties of advances to officers, employees and
      celebrities in the ordinary course of business of less than $25,000,000 in
      the aggregate, including those existing on the Closing Date;

            (f) Other investments or loans of less than $1,000,000;

            (g) Direct obligations of the United States or any agency thereof,
      or obligations guaranteed by the United States or any agency thereof, in
      each case supported by the full faith and credit of the United States and
      maturing within one year from the date of creation thereof;

            (h) Commercial paper, bankers acceptances or corporate obligations
      maturing within one year from the date of creation thereof having a rating
      at the time as of which any determination is made of P-1 (or higher)
      according to Moody's or as A-1 (or higher) according to Standard & Poor's
      corporation or the equivalent thereof


                                       78
<PAGE>

      if by another nationally recognized credit rating agency;

            (i) Time deposits maturing within one year from the date of creation
      thereof, including certificates of deposit issued by any Lender and any
      office located in the United States of any bank or trust company which is
      organized under the laws of the United States or any state thereof and has
      total assets aggregating at least $500,000,000, including without
      limitation, any such deposits in Eurodollars issued by a foreign branch of
      any such bank or trust company;

            (j) Investments made by Plans;

            (k) Intercompany Loans;

            (l) Any obligations under the Aladdin Letter of Intent; and

            (m) Any other Guaranteed Indebtedness if immediately after said
      guaranty (which amount of Guaranteed Indebtedness shall be included in
      Funded Debt), the Borrower would be in full compliance with the Financial
      Covenants set forth in Section 7.8 above.

      Section 8.4 Sale and Leaseback Transactions. Without the approval of the
Administrative Agent and the Required Lenders, sell or transfer any property,
real or personal, whether now owned or hereafter acquired, and thereafter rent
or lease such property or other property which any Consolidated Company intends
to use for substantially the same purpose or purposes as the property being sold
or transferred, other than sale/leaseback transactions not to exceed any
aggregate of $25,000,000.00 and with respect to which the proceeds of said
permitted sale/leaseback transactions must be used to reduce amounts outstanding
under the Facility.

      Section 8.5 Transactions with Affiliates.

            (a) Enter into any material transaction or series of related
      transactions which in the aggregate would be material, whether or not in
      the ordinary course of business, with any Affiliate of any Consolidated
      Company (but excluding any Affiliate which is also a Consolidated
      Company), other than on terms and conditions substantially as favorable to
      such Consolidated Company as would be obtained by such Consolidated
      Company at the time in a comparable arm's length transaction with a Person
      other than an Affiliate.


                                       79
<PAGE>

            (b) Convey or transfer to any other Person (including any other
      Consolidated Company) any real property, buildings, or fixtures used in
      the manufacturing or production operations of any Consolidated Company, or
      convey or transfer to any other Consolidated Company any other assets
      (excluding conveyances or transfers in the ordinary course of business) if
      at the time of such conveyance or transfer any Default or Event of Default
      exists or would exist as a result of such conveyance or transfer.

      Section 8.6 Optional Prepayments. Directly or indirectly, prepay,
purchase, redeem, retire, defease or otherwise acquire, or make any optional
payment on account of any principal of, interest on, or premium payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness, or give a notice of redemption with respect to any such
Indebtedness, or make any payment in violation of the subordination provisions
of any Subordinated Debt, except with respect to (i) the Obligations under this
Agreement and the Notes, (ii) prepayments of Indebtedness outstanding pursuant
to revolving credit, overdraft and line of credit facilities set forth in
Schedule 6.13(a), and (iii) trade payables incurred in the ordinary course of
business.

      Section 8.7 Changes in Business. Enter into any business other than
entertainment, lodging and gaming and related industries, leisure industry,
restaurant and related industries, retail industry and similar industries and
businesses.

      Section 8.8 ERISA. Take or fail to take any action with respect to any
Plan of any Consolidated Company or, with respect to its ERISA Affiliates, any
Plans which are subject to Title IV of ERISA or to continuation health care
requirements for group health plans under the Tax Code, including without
limitation (i) establishing any such Plan, (ii) amending any such Plan (except
where required to comply with applicable law), (iii) terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit liabilities,
as defined in Section 4001(a)(18) of ERISA, or any withdrawal liability under
Title IV of ERISA with respect to any such Plan, without first obtaining the
written approval of the Administrative Agent and the Required Lenders, where
such actions or failures could result in a Materially Adverse Effect.

      Section 8.9 Additional Negative Pledges. Create or otherwise cause or
suffer to exist or become effective, directly or indirectly, any prohibition or
restriction on the creation or existence of any Lien upon any asset of any
Consolidated Company, other than pursuant to (i) the terms of any agreement,
instrument or other document pursuant to which any Indebtedness incurred in
connection with the Liens permitted by Section 8.1(b) is incurred by any
Consolidated Company, so long as such prohibition or


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restriction applies only to the property or asset being financed by such
Indebtedness, (ii) any requirement of applicable law or any regulatory authority
having jurisdiction over any of the Consolidated Companies, and (iii) the
Security Interest.

      Section 8.10 Limitation on Payment Restrictions Affecting Consolidated
Companies. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay dividends or make any other distributions on such Consolidated
Company's stock, or (ii) pay any indebtedness owed to Borrower or any other
Consolidated Company, or (iii) transfer any of its property or assets to
Borrower or any other Consolidated Company, except any consensual encumbrance or
restriction existing under the Credit Documents.

      Section 8.11 Use of Proceeds. Use the proceeds of the Loans for any
purpose except those set forth herein.

      Section 8.12 Subsidiary Indebtedness. Except for Intercompany Loans,
Borrower shall not permit its Subsidiaries to incur any indebtedness in excess
of $15,000,000.00 in the aggregate outstanding at any one time without the prior
written consent of the Administrative Agent and the Required Lenders.

      Section 8.13 Dividends. Borrower shall not, without the prior written
consent of the Administrative Agent and the Required Lenders, pay dividends in
excess of ten percent (10%) of its Consolidated Net Income in any fiscal year,
provided that immediately after said payments, no Default or Event of Default
would then exist.

      Section 8.14 Restrictions on Subordinated Debt. No payments of any nature,
whether principal, premium or interest, whatsoever may be made on any
Subordinated Debt, nor may any Subordinated Debt be repurchased , redeemed, or
otherwise retired, nor may any deposits be made pursuant to the provisions
described under "Defeasance" of the 1998 Senior Subordinated Loan Agreement,
without the prior written consent of the Agents and the Required Lenders during
any Payment Blockage Period (as defined in the 1998 Senior Subordinated Loan
Agreement .

                                   ARTICLE IX

                                EVENTS OF DEFAULT

      Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

      Section 9.1 Payments. Borrower shall fail to make promptly when due
(including, without limitation, by mandatory


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prepayment) any principal payment with respect to the Loans, or Borrower shall
fail to make (i) within three (3) Business Days after the due date therefore or
(ii) within one (1) Business Day after notice of such failure by Administrative
Agent, whichever is later, any payment of interest, fee or other amount payable
hereunder;

      Section 9.2 Covenants Without Notice. Borrower shall fail to observe or
perform any covenant or Agreement contained in Sections 7.8, 8.1 (relating to
consensual liens), 8.2 through 8.13;

      Section 9.3 Other Covenants. Borrower shall fail to observe or perform any
covenant or Agreement contained in this Agreement, other than those referred to
in Sections 9.1 and 9.2, and, if capable of being remedied, such failure shall
remain unremedied for 30 days after the earlier of (i) Borrower's obtaining
knowledge thereof, or (ii) written notice thereof shall have been given to
Borrower by Administrative Agent or any Lender;

      Section 9.4 Representations. Any representation or warranty made or deemed
to be made by Borrower or any other Credit Party or by any of its officers under
this Agreement or any other Credit Document (including the Schedules attached
thereto), or any certificate or other document submitted to the Administrative
Agent or the Lenders by any such Person pursuant to the terms of this Agreement
or any other Credit Document, shall be incorrect in any material respect when
made or deemed to be made or submitted;

      Section 9.5 Non-Payments of Other Indebtedness. Any Consolidated Company
shall fail to make when due (whether at stated maturity, by acceleration, on
demand or otherwise, and after giving effect to any applicable grace period) any
payment of principal of or interest on any Indebtedness in excess of $5,000,000
(other than the Obligations);

      Section 9.6 Defaults Under Other Agreements. Any Consolidated Company
shall fail to observe or perform within any applicable grace period any
covenants or agreements (other than those referenced in Section 9.5) contained
in any agreements or instruments relating to any of its Indebtedness exceeding
$5,000,000 in the aggregate, or any other event shall occur if the effect of
such failure or other event is to accelerate, or to permit the holder of such
Indebtedness or any other Person to accelerate, the maturity of such
Indebtedness; or any such Indebtedness shall be required to be prepaid (other
than by a regularly scheduled required prepayment) in whole or in part prior to
its stated maturity;


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      Section 9.7 Bankruptcy. Borrower or any other Consolidated Company shall
commence a voluntary case concerning itself under the Bankruptcy Code or an
involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or any substantial part of the property of any Consolidated
Company; or any Consolidated Company commences proceedings of its own bankruptcy
or to be granted a suspension of payments or any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction, whether now or
hereafter in effect, relating to any Consolidated Company; or there is commenced
against any Consolidated Company any such proceeding which remains undismissed
for a Period of 60 days; or any Consolidated Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Consolidated Company suffers any appointment of
any custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or any Consolidated
Company makes a general assignment for the benefit of creditors; or any
Consolidated Company shall fail to pay, or shall state that it is unable to pay,
or shall be unable to pay, its debts generally as they become due; or any
Consolidated Company shall call a meeting of its creditors with a view to
arranging a composition or adjustment of its debts; or any Consolidated Company
shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or any corporate action is taken by any
Consolidated Company for the purpose of effecting any of the foregoing;

      Section 9.8 ERISA. A Plan of a Consolidated Company or a Plan subject to
Title IV of ERISA of any of its ERISA Affiliates:

            (a) shall fail to be funded in accordance with the minimum funding
      standard required by applicable law, the terms of such Plan, Section 412
      of the Tax Code or Section 302 of ERISA for any plan year or a waiver of
      such standard is sought or granted with respect to such Plan under
      applicable law, the terms of such Plan or Section 412 of the Tax Code or
      Section 303 of ERISA; or

            (b) is being, or has been, terminated or the subject of termination
      proceedings under applicable law or the terms of such Plan; or

            (c) shall require a Consolidated Company to provide security under
      applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code
      or Section 306 or 307 of ERISA; or


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<PAGE>

            (d) results in a liability to a Consolidated Company under
      applicable law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Materially Adverse Effect;

      Section 9.9 Money Judgment. A judgment or order for the payment of money
in excess of $5,000,000 or otherwise having a Materially Adverse Effect shall be
rendered against Borrower or any other Consolidated Company and such judgment or
order shall continue unsatisfied (in the case of a money judgment) and in effect
for a period of 30 days during which execution shall not be effectively stayed
or deferred (whether by action of a court, by Agreement or otherwise);

      Section 9.10 Ownership of Credit Parties. If Borrower shall at any time
fail to own and control the required percentage of the voting stock of any
Guarantor, either directly or indirectly through a wholly-owned Subsidiary of
Borrower;

      Section 9.11 Change in Control of Borrower.

            (a) Any "person" or "group" (within the meaning of Sections 13(d)
      and 14(d)(2) of the Exchange Act) shall become the "beneficial owner(s)"
      (as defined in said Rule 13d-3) of more than forty percent (40%) of the
      shares of the outstanding common stock of Borrower entitled to vote for
      members of Borrower's board of directors; or

            (b) any event or condition shall occur or exist which, pursuant to
      the terms of any change in control provision, requires or permits the
      holder(s) of Indebtedness of any Consolidated Company to require that such
      Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in
      whole or in part, or the maturity of such Indebtedness to be accelerated
      in any respect;

      Section 9.12 Default Under Other Credit Documents. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or any Credit Party seeks to cancel or terminate any
Credit Documents or to limit its liability thereunder, or at any time it is or
becomes unlawful for Borrower or any other Credit Party to perform or comply
with its obligations under any Credit Document, or the obligations of Borrower
or any other


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Credit Party under any Credit Document are not or cease to be legal, valid and
binding on Borrower or any such Credit Party;

      Section 9.13 Attachments. An attachment or similar action shall be made on
or taken against any of the assets of any Consolidated Company and is not
removed, suspended or enjoined within 30 days of the same being made or any
suspension or injunction being lifted;

      Section 9.14 Default Under the Lease. Any default shall occur under the
Lease or the other documents executed in connection therewith and remain uncured
beyond any applicable grace period; or

      Section 9.15 First Quarter Consolidated EBIT. The Consolidated EBIT for
the Borrower's fiscal quarter ending March 31, 1998 is less than $1,500,000.00;
then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written or
telex request of the Required Lenders, shall, by written notice to Borrower,
take any or all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against Borrower or any other Credit Party: (i) declare all Commitments
terminated, whereupon the pro rata Commitments of each Lender shall terminate
immediately and any Commitment Fee shall forthwith become due and payable
without any other notice of any kind; and (ii) declare the principal of and any
accrued interest on the Loans, and all other obligations owing hereunder, to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
Borrower; provided, that, if an Event of Default specified in Section 9.7 shall
occur, the result which would occur upon the giving of written notice by the
Administrative Agent to any Credit Party, as specified in clauses (i) and (ii)
above, shall occur automatically without the giving of any such notice.

                                    ARTICLE X

                                   THE AGENTS

      Section 10.1 Appointment of Agents. Each Lender hereby designates SunTrust
Bank, Central Florida, National Association as Administrative Agent
("Administrative Agent") to administer all matters concerning the Loans and to
act as herein specified and the Bank of Nova Scotia as Syndication Agent
("Syndication Agent"). Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such


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<PAGE>

actions on its behalf under the provisions of this Agreement, the other Credit
Documents, and all other instruments and agreements referred to herein or
therein, and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through their agents or employees. The provisions of this
Section 10.1 are solely for the benefit of the Administrative Agent, and
Borrower and the other Consolidated Companies shall not have any rights as third
party beneficiaries of any of the provisions hereof. In performing its functions
and duties under this Agreement, the Administrative Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligations towards or relationship of agency or trust with or for the
Borrower and the other Consolidated Companies.

      Section 10.2 Nature of Duties of Administrative Agent. The Agent shall
have no duties or responsibilities except those expressly set forth in this
Agreement and the other Credit Documents. Neither the Administrative Agent nor
any of its respective officers, directors, employees or agents shall be liable
for any action taken or omitted by it as such hereunder or in connection
herewith, unless caused by its gross negligence or willful misconduct. The
duties of the Administrative Agent shall be ministerial and administrative in
nature; the Administrative Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations, in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.

      Section 10.3 Lack of Reliance on the Administrative Agent.

            (a) Independently and without reliance upon the Administrative
      Agent, each Lender, to the extent it deems appropriate, has made and shall
      continue to make (i) its own independent investigation of the financial
      condition and affairs of the Credit Parties in connection with the taking
      or not taking of any action in connection herewith, and (ii) its own
      appraisal of the creditworthiness of the Credit Parties, and, except as
      expressly provided in this Agreement, the Administrative Agent shall have
      no duty or responsibility, either initially or on a continuing basis, to
      provide any Lender with any credit or other information with respect
      thereto, whether coming into its possession before the making of the Loans
      or at any time or times thereafter.


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<PAGE>

            (b) The Administrative Agent shall not be responsible to any Lender
      for any recitals, statements, information, representations or warranties
      herein or in any document, certificate or other writing delivered in
      connection herewith or for the execution, effectiveness, genuineness,
      validity, enforceability, collectability, priority or sufficiency of this
      Agreement, the Notes, the Guaranty Agreements, or any other documents
      contemplated hereby or thereby, or the financial condition of the Credit
      Parties, or be required to make any inquiry concerning either the
      performance or observance of any of the terms, provisions or conditions of
      this Agreement, the Notes, the Guaranty Agreements, or the other documents
      contemplated hereby or thereby, or the financial condition of the Credit
      Parties, or the existence or possible existence of any Default or Event of
      Default; provided, however, to the extent that the Administrative Agent
      has been advised that a Lender has not received any information delivered
      to the Administrative Agent pursuant to Section 7.7, the Administrative
      Agent shall deliver or cause to be delivered such information to such
      Lender.

      Section 10.4 Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until the Administrative Agent shall
have received instructions from the Required Lenders; and the Administrative
Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Administrative Agent as a result of the Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders.

      Section 10.5 Reliance by Agents. The Agents shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cable gram,
radiogram, order or other documentary, teletransmission or telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person. The Agents may consult with legal counsel (including
counsel for any Credit Party), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.


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      Section 10.6 Indemnification of Agents. To the extent the Agents is not
reimbursed and indemnified by the Credit Parties, each Lender will reimburse and
indemnify the Agents, ratably according to the respective amounts of the Loans
outstanding under all Facilities (or if no amounts are outstanding, ratably in
accordance with the Total Commitments), in either case, for and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against the Agents in performing its duties hereunder, in any way
relating to or arising out of this Agreement or the other Credit Documents;
provided that no Lender shall be liable to the Agents for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Agents' gross negligence or
willful misconduct.

      Section 10.7 The Administrative Agent in its Individual Capacity. With
respect to its obligation to lend under this Agreement, the Loans made by it and
the Notes issued to it, the Administrative Agent shall have the same rights and
powers hereunder as any other Lender or holder of a Note and may exercise the
same as though it were not performing the duties specified herein; and the terms
"Lenders", "Required Lenders", "holders of Notes", or any similar terms shall,
unless the context clearly otherwise indicates, include the Administrative Agent
in its individual capacity. The Administrative Agent may accept deposits from,
lend money to, and generally engage in any kind of banking, trust, financial
advisory or other business with the Consolidated Companies or any affiliate of
the Consolidated Companies as if it were not performing the duties specified
herein, and may accept fees and other consideration from the Consolidated
Companies for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

      Section 10.8 Holders of Notes. The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof shall have been
filed with the Administrative Agent. Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.


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<PAGE>

      Section 10.9 Successor Administrative Agent.

            (a) The Agent may resign at any time by giving written notice
      thereof to the Lenders and Borrower and may be removed at any time with or
      without cause by the Required Lenders; provided, however, the
      Administrative Agent may not resign or be removed until a successor
      Administrative Agent has been appointed and shall have accepted such
      appointment. Upon any such resignation or removal, the Required Lenders
      shall have the right to appoint a successor Administrative Agent subject
      to Borrower's prior written approval, which approval will not be
      unreasonably withheld. If no successor Administrative Agent shall have
      been so appointed by the Required Lenders, and shall have accepted such
      appointment, within 30 days after the retiring Administrative Agent's
      giving of notice of resignation or the Required Lenders' removal of the
      retiring Administrative Agent, then the retiring Administrative Agent may,
      on behalf of the Lenders, appoint a successor Administrative Agent subject
      to Borrower's prior written approval, which approval will not be
      unreasonably withheld, which successor Administrative Agent shall be a
      bank which maintains an office in the United States, or a commercial bank
      organized under the laws of the United States of America or any State
      thereof, or any Affiliate of such bank, having a combined capital and
      surplus of at least $100,000,000. If at any time SunTrust Bank, Central
      Florida, National Association is removed as a Lender, SunTrust Bank,
      Central Florida, National Association, shall simultaneously resign as
      Administrative Agent.

            (b) Upon the acceptance of any appointment as the Administrative
      Agent hereunder by a successor Administrative Agent, such successor
      Administrative Agent shall thereupon succeed to and become vested with all
      the rights, powers, privileges and duties of the retiring Administrative
      Agent, and the retiring Administrative Agent shall be discharged from its
      duties and obligations under this Agreement. After any retiring
      Administrative Agent's resignation or removal hereunder as Administrative
      Agent, the provisions of this Article shall inure to its benefit as to any
      actions taken or omitted to be taken by it while it was an Administrative
      Agent under this Agreement.


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<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 11.1 Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, telecopy or
similar teletransmission or writing) and shall be given to such party at its
address or applicable teletransmission number set forth on the signature pages
hereof, or such other address or applicable teletransmission number as such
party may hereafter specify by notice to the Agent and Borrower. Each such
notice, request or other communication shall be effective (i) if given by telex,
when such telex is transmitted to the telex number specified in this Section
11.1 and the appropriate answerback is received, (ii) if given by mail, 72 hours
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, (iii) if given by telecopy, when such telecopy
is transmitted to the telecopy number specified in this Section and the
appropriate confirmation is received, or (iv) if given by any other means
(including, without limitation, by air courier), when delivered or received at
the address specified in this Section; Provided that notices to the Agent shall
not be effective until received.

      Section 11.2 Amendments, Etc. No amendment or waiver of any provision of
this Agreement or the other Credit Documents, nor consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (i)
waive any of the conditions specified in Section 5.1 or Section 5.2, (ii)
increase the Commitments or other contractual obligations to Borrower under this
Agreement, (iii) reduce the principal of, or interest on, the Notes or any fees
hereunder, (iv) postpone any date fixed for the payment in respect of principal
of, or interest on, the Notes or any fees hereunder, (v) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number or identity of Lenders which shall be required for the Lenders or any
of them to take any action hereunder, (vi) release any Guarantor from its
obligations under any Guaranty Agreements, (vii) modify the definition of
"Required Lenders," or (viii) modify this Section 11.2. Notwithstanding the
foregoing, no amendment, waiver or consent shall, unless in writing and signed
by the Agent in addition to the Lenders required hereinabove to take such
action, affect the rights or duties of the Agent under this Agreement or under
any other Credit Document. Lenders agree to use all reasonable efforts to


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<PAGE>

respond to a request for a waiver or consent within the time requested by the
Agent.

      Section 11.3 No Waiver; Remedies Cumulative. No failure or delay on the
part of the Agent, any Lender or any holder of a Note in exercising any right or
remedy hereunder or under any other Credit Document, and no course of dealing
between any Credit Party and the Agent, any Lender or the holder of any Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Administrative
Agent, any Lender or the holder of any Note would otherwise have. No notice to
or demand on any Credit Party not required hereunder or under any other Credit
Document in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent, the Lenders or the holder of any Note to any
other or further action in any circumstances without notice or demand.

      Section 11.4 Payment of Expenses, Etc. Borrower shall:

            (a) whether or not the transactions hereby contemplated are
      consummated, pay all reasonable, out-of-pocket costs and expenses of the
      Agents in the administration (both before and after the execution hereof
      and including reasonable expenses actually incurred relating to advice of
      counsel as to the rights and duties of the Agents and the Lenders with
      respect thereto) of, and in connection with the preparation, execution and
      delivery of, preservation of rights under, enforcement of, and, after a
      Default or Event of Default, refinancing, renegotiation or restructuring
      of, this Agreement and the other Credit Documents and the documents and
      instruments referred to therein, and any amendment, waiver or consent
      relating thereto (including, without limitation, the reasonable fees
      actually incurred and disbursements of counsel for the Administrative
      Agent), and in the case of enforcement of this Agreement or any Credit
      Document after an Event of Default, all such reasonable, out-of-pocket
      costs and expenses (including, without limitation, the reasonable fees
      actually incurred and disbursements of counsel in the amount as provided
      in the Fee Letter, including without limitation in-house attorneys' fees),
      for any of the Lenders;

            (b) subject, in the case of certain Taxes, to the applicable
      provisions of Section 4.7(b), pay and hold


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<PAGE>

      each of the Lenders harmless from and against any and all present and
      future stamp, documentary, intangible and other similar Taxes with respect
      to this Agreement, the Notes and any other Credit Documents, any
      collateral described therein, or any payments due thereunder, and save
      each Lender harmless from and against any and all liabilities with respect
      to or resulting from any delay or omission to pay such Taxes; and

            (c) indemnify the Agents and each Lender, and their respective
      officers, directors, employees, representatives and agents from, and hold
      each of them harmless against, any and all costs, losses, liabilities,
      claims, damages or expenses incurred by any of them (whether or not any of
      them is designated a party thereto) (an "Indemnitee") arising out of or by
      reason of any investigation, litigation or other proceeding related to any
      actual or proposed use of the proceeds of any of the Loans or any Credit
      Party's entering into and performing of the Agreement, the Notes, or the
      other Credit Documents, including, without limitation, the reasonable fees
      actually incurred and disbursements of counsel (including foreign counsel)
      incurred in connection with any such investigation, litigation or other
      proceeding; provided, however, Borrower shall not be obligated to
      indemnify any Indemnitee for any of the foregoing arising out of such
      Indemnitee's gross negligence or willful misconduct;

            (d) without limiting the indemnities set forth in subsection (c)
      above, indemnify each Indemnitee for any and all expenses and costs
      (including without limitation, remedial, removal, response, abatement,
      cleanup, investigative, closure and monitoring costs), losses, claims
      (including claims for contribution or indemnity and including the cost of
      investigating or defending any claim and whether or not such claim is
      ultimately defeated, and whether such claim arose before, during or after
      any Credit Party's ownership, operation, possession or control of its
      business, property or facilities or before, on or after the date hereof,
      and including also any amounts paid incidental to any compromise or
      settlement by the Indemnitee or Indemnitees to the holders of any such
      claim), lawsuits, liabilities, obligations, actions, judgments, suits,
      disbursements, encumbrances, liens, damages (including without limitation
      damages for contamination or destruction of natural resources), penalties
      and fines of any kind or nature whatsoever (including without limitation
      in all cases the reasonable fees


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<PAGE>

      actually incurred, other charges and disbursements of counsel in
      connection therewith) incurred, suffered or sustained by that Indemnitee
      based upon, arising under or relating to Environmental Laws based on,
      arising out of or relating to in whole or in part, the existence or
      exercise of any rights or remedies by any Indemnitee under this Agreement,
      any other Credit Document or any related documents (but excluding those
      incurred, suffered or sustained by any Indemnitee as a result of any
      action taken by or on behalf of the Lenders with respect to any Subsidiary
      of Borrower (or the assets thereof) owned or controlled by the Lenders);
      provided, however, Borrower shall not be obligated to indemnify any
      Indemnitee for any of the foregoing arising out of such Indemnitee's gross
      negligence or wilful misconduct.

If and to the extent that the obligations of Borrower under this Section 11.4
are unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

      Section 11.5 Right of Setoff. In addition to and not in limitation of all
rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Credit Party's obligations are matured, have the right to
appropriate and apply to the payment of any Credit Party's obligations hereunder
and under the other Credit Documents, all deposits of any Credit Party (general
or special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder to any Credit Party, whether or not related to this Agreement or any
transaction hereunder. Each Lender shall promptly notify Borrower of any offset
hereunder.

      Section 11.6 Benefit of Agreement.

            (a) This Agreement shall be binding upon and inure to the benefit of
      and be enforceable by the respective successors and assigns of the parties
      hereto, provided that Borrower may not assign or transfer any of its
      interest hereunder without the prior written consent of all the Lenders.

            (b) Any Lender may make, carry or transfer Loans at, to or for the
      account of, any of its branch offices or the office of an Affiliate of
      such Lender.


                                       93
<PAGE>

            (c) Each Lender may assign all or a portion of its interests, rights
      and obligations under this Agreement (including all or a portion of any of
      its Commitments and the Loans at the time owing to it and the Notes held
      by it) to any Eligible Assignee; provided, however, that (i) the
      Administrative Agent and Borrower must give their prior written consent to
      such assignment (which consent shall not be unreasonably withheld or
      delayed) unless such assignment is to an Affiliate of the assigning
      Lender, (ii) the amount of the Commitments, in the case of the Revolving
      Loan Commitments , or Loans, in the case of assignment of Loans, of the
      assigning Lender subject to each assignment (determined as of the date the
      assignment and acceptance with respect to such assignment is delivered to
      the Administrative Agent) shall not be less than $10,000,000, (iii) the
      parties to each such assignment shall execute and deliver to the
      Administrative Agent an Assignment and Acceptance, together with a Note or
      Notes subject to such assignment and a processing and recordation fee of
      $3,500 payable by the Assignee, provided, however, said fees shall not be
      applicable in connection with any assignments by any of the Agents in
      their capacity as Lenders. Borrower shall not be responsible for such
      processing and recordation fee or any costs or expenses incurred by any
      Lender or the Administrative Agent in connection with such assignment.
      From and after the effective date specified in each Assignment and
      Acceptance, which effective date shall be at least five (5) Business Days
      after the execution thereof, the assignee thereunder shall be a party
      hereto and to the extent of the interest assigned by such Assignment and
      Acceptance, have the rights and obligations of a Lender under this
      Agreement. Within five (5) Business Days after receipt of the notice and
      the Assignment and Acceptance, Borrower, at its own expense, shall execute
      and deliver to the Administrative Agent, in exchange for the surrendered
      Note or Notes, a new Note or Notes to the order of such assignee in a
      principal amount equal to the applicable Commitments or Loans assumed by
      it pursuant to such Assignment and Acceptance and new Note or Notes to the
      assigning Lender in the amount of its retained Commitment or Commitments
      or amount of its retained Loans. Such new Note or Notes shall be in an
      aggregate principal amount equal to the aggregate principal amount of such
      surrendered Note or Notes, shall be dated the date of the surrendered Note
      or Notes which they replace, and shall otherwise be in substantially the
      form attached hereto.


                                       94
<PAGE>

            (d) Each Lender may, without the consent of Borrower and the
      Administrative Agent, sell participations to one or more banks or other
      entities in all or a portion of its rights and obligations under this
      Agreement (including all or a portion of its Commitments in the Loans
      owing to it and the Notes held by it), provided, however, that (i) such
      Lender's obligations under this Agreement shall remain unchanged, (ii)
      such Lender shall remain solely responsible to the other parties hereto
      for the performance of such obligations, (iii) the participating bank or
      other entity shall not be entitled to the benefit (except through its
      selling Lender) of the cost protection provisions contained in Article IV
      of this Agreement, and (iv) Borrower and the Administrative Agent and
      other Lenders shall continue to deal solely and directly with each Lender
      in connection with such Lender's rights and obligations under this
      Agreement and the other Credit Documents, and such Lender shall retain the
      sole right to enforce the obligations of Borrower relating to the Loans
      and to approve any amendment, modification or waiver of any provisions of
      this Agreement. Any Lender selling a participation hereunder shall provide
      prompt written notice to Borrower and the Administrative Agent of the name
      of such participant.

            (e) Any Lender or participant may, in connection with the assignment
      or participation or proposed assignment or participation, pursuant to this
      Section, disclose to the assignee or participant or proposed assignee or
      participant any information relating to Borrower or the other Consolidated
      Companies furnished to such Lender by or on behalf of Borrower or any
      other Consolidated Company. With respect to any disclosure of
      confidential, non-public, proprietary information, such proposed assignee
      or participant shall agree to use the information only for the purpose of
      making any necessary credit judgments with respect to this credit facility
      and not to use the information in any manner prohibited by any law,
      including without limitation, the securities laws of the United States.
      The proposed participant or assignee shall agree in writing, a copy of
      which shall be furnished to Borrower, not to disclose any of such
      information except (i) to directors, employees, auditors or counsel to
      whom it is necessary to show such information, each of whom shall be
      informed of the confidential nature of the information, (ii) in any
      statement or testimony pursuant to a subpoena or order by any court,
      governmental body or other agency asserting jurisdiction over such entity,
      or as otherwise required


                                       95
<PAGE>

      by law (provided prior notice is given to Borrower and the Administrative
      Agent unless otherwise prohibited by the subpoena, order or law), and
      (iii) upon the request or demand of any regulatory agency or authority
      with proper jurisdiction. The proposed participant or assignee shall
      further agree to return all documents or other written material and copies
      thereof received from any Lender, the Administrative Agent or Borrower
      relating to such confidential information unless otherwise properly
      disposed of by such entity.

            (f) Any Lender may at any time assign all or any portion of its
      rights in this Agreement and the Notes issued to it to a Federal Reserve
      Bank; provided that no such assignment shall release the Lender from any
      of its obligations hereunder.

            (g) If (i) any Taxes referred to in Section 4.7(b) have been levied
      or imposed so as to require withholdings or deductions by Borrower and
      payment by Borrower of additional amounts to any Lender as a result
      thereof, (ii) any Lender shall make demand for payment of any material
      additional amounts as compensation for increased costs pursuant to Section
      4.10 or for its reduced rate of return pursuant to Section 4.16, or (iii)
      any Lender shall decline to consent to a modification or waiver of the
      terms of this Agreement or the other Credit Documents requested by
      Borrower, then and in such event, upon request from Borrower delivered to
      such Lender and the Administrative Agent, such Lender shall assign, in
      accordance with the provisions of Section 11.6(c), all of its rights and
      obligations under this Agreement and the other Credit Documents to another
      Lender or an Eligible Assignee selected by Borrower, in consideration for
      the payment by such assignee to the Lender of the principal of, and
      interest on, the outstanding Loans accrued to the date of such assignment,
      and the assumption of such Lender's Total Commitment hereunder, together
      with any and all other amounts owing to such Lender under any provisions
      of this Agreement or the other Credit Documents accrued to the date of
      such assignment.

      Section 11.7 Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.

            (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
      HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
      GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
      PRINCIPLES THEREOF) OF THE STATE OF FLORIDA.


                                       96
<PAGE>

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
      THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT
      OF ORANGE COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF FLORIDA OR
      OF THE UNITED STATES OF AMERICA FOR THE MIDDLE DISTRICT OF FLORIDA, AND,
      BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY ACCEPTS FOR
      ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
      JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVE TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING UNDER OR
      IN CONNECTION WITH THIS AGREEMENT, OR ANY OTHER CREDIT DOCUMENT OR ANY
      DOCUMENT RELATED THERETO.

            (c) BORROWER AND GUARANTORS IRREVOCABLY CONSENT TO THE SERVICE OF
      PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
      PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
      MAIL, POSTAGE PREPAID, TO BORROWER AND/OR EACH SUCH GUARANTOR AT ITS SAID
      ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE
      BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
      INCLUDING, WITHOUT LIMITATION, ANY OBJECTION EITHER OF THEM MAY HAVE TO
      THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
      IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING
      IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS AGREEMENT, ANY OTHER
      CREDIT DOCUMENT OR ANY DOCUMENT RELATED THERETO.

            (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS, ANY LENDER,
      ANY HOLDER OF A NOTE OR ANY CREDIT PARTY TO SERVE PROCESS IN ANY OTHER
      MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
      PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTION.

      Section 11.8 Independent Nature of Lenders' Rights. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights pursuant to this
Agreement and its Notes, and it shall not be necessary for any other Lender to
be joined as an additional party in any proceeding for such purpose.

      Section 11.9 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.


                                       97
<PAGE>

      Section 11.10 Effectiveness; Survival.

            (a) This Agreement shall become effective on the date (the
      "Effective Date") on which all of the following conditions have been met:

                  (i) Of the parties hereto shall have signed a counterpart
            hereof (whether the same or different counterparts) and shall have
            delivered the same to the Administrative Agent pursuant to Section
            5.1 or, in the case of the Lenders, shall have given to the
            Administrative Agent written or telex notice (actually received)
            that the same has been signed and mailed to them.

                  (ii) The offering of the 1998 Senior Subordinated Debt Issue
            shall have been successful in the manner as set forth in Section
            5.1(ii) and 6.2(a) above.

            (b) The obligations of Borrower under Sections 4.7(b), 4.8, 4.10,
      4.12, 4.16, and 11.4 hereof shall survive for one hundred twenty (120)
      days after the payment in full of the Notes after the Final Maturity Date,
      provided, however, in regard to the obligation of the Borrower to pay
      documentary taxes and intangible taxes on all advances under the Revolving
      Loans as set forth in Section 4.1(g) above, said obligation shall extend
      and remain for a period of ninety (90) days after the expiration of the
      applicable statute of limitations for the payment of said intangible
      taxes. All representations and warranties made herein, in the
      certificates, reports, notices, and other documents delivered pursuant to
      this Agreement shall survive the execution and delivery of this Agreement,
      the other Credit Documents, and such other agreements and documents, the
      making of the Loans hereunder, and the execution and delivery of the
      Notes.

      Section 11.11 Severability. In case any provision in or obligation under
this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

      Section 11.12 Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception


                                       98
<PAGE>

to, or be otherwise within the limitation of, another covenant, shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or
condition exists.

      Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws. If
(i) any preparation of the financial statements referred to in Section 7.7
hereafter occasioned by the promulgation of rules, regulations, pronouncements
and opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accounts (or successors thereto or
agencies with similar functions) (other than changes mandated by FASB 106)
result in a material change in the method of calculation of financial covenants,
standards or terms found in this Agreement, (ii) there is any change in
Borrower's fiscal quarter or fiscal year as provided herein, or (iii) there is a
material change in federal tax laws which materially affects any of the
Consolidated Companies' ability to comply with the financial covenants,
standards or terms found in this Agreement, Borrower and the Required Lenders
agree to enter into negotiations in order to amend such provisions so as to
equitably reflect such changes with the desired result that the criteria for
evaluating any of the Consolidated Companies, financial condition shall be the
same after such changes as if such changes had not been made. Unless and until
such provisions have been so amended, the provisions of this Agreement shall
govern.

      Section 11.14 Headings Descriptive; Entire Agreement. The headings of the
several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement. This Agreement, the other Credit Documents, and the
agreements and documents required to be delivered pursuant to the terms of this
Agreement constitute the entire Agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

      Section 11.15 Time is of the Essence. Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

      Section 11.16 Usury. It is the intent of the parties hereto not to violate
any federal or state law, rule or regulation pertaining either to usury or to
the contracting for or charging or collecting of interest, and Borrower and
Lenders agree that, should any provision of this Agreement or of the Notes, or
any act performed hereunder or thereunder, violate any such law, rule or
regulation, then the excess of interest contracted for or charged or collected
over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lenders by Borrower under this Agreement.


                                       99
<PAGE>

      Section 11.17 Construction. Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that Borrower,
Administrative Agent, Lenders and their respective agents have participated in
the preparation hereof.

      Section 11.18 European Monetary Union. It is hereby acknowledged that
during the term of this Agreement certain European nations may adopt a single
European currency as their lawful currency in place of certain currencies that
are available hereunder as part of the anticipated European Economic and
Monetary Union. It is hereby acknowledged and agreed that "Available Foreign
Currency", as defined herein, including United Kingdom Pounds Sterling, shall
include any such successor currency and that conversion into such successor
currency shall be made at the official rate of conversion, as determined by the
Administrative Agent, on the date on which any such Available Foreign Currency
is so replaced, and that the denomination of the original currency shall be
retained hereunder for so long as it is legally permissible. It is hereby
further acknowledged and agreed that the provisions of this Agreement relating
to Multicurrency Loans shall remain in full force and effect upon such
conversion, and that neither the introduction of a single European currency, the
replacement of an Available Foreign Currency thereby, the fixing of the official
rate of conversion, nor any economic consequences resulting therefrom shall give
rise to any right to terminate, contest, cancel, modify or renegotiate the
provisions of this Agreement.

      Section 11.19 Amendment and Restatement of Initial Credit Agreement.
Effective on the Effective Date, this Agreement amends and restates in its
entirety the Initial Credit Agreement.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in Orlando, Florida, by their duly authorized
officers as of the day and year first above written.

               [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      100
<PAGE>

                  [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST AND SCOTIABANK, AS AGENTS,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]

                                                 BORROWER:

                                                 PLANET HOLLYWOOD
                                                 INTERNATIONAL, INC.


                                                 By:___________________________
                                                    Thomas Avallone,
                                                      Executive Vice President



                                                 8669 Commodity Circle
                                                 Orlando, Florida  32819

                                                 Telecopy No.:  (407)352-7310
                                                 Telephone No.:  (407)363-7827

In the case of Notices to the Borrower, copies shall be sent to:

Byrd F. Marshall, Jr., Esq.
Gray, Harris & Robinson, P.A.
201 E. Pine Street
Suite 1200
Orlando, Florida  32801

Telecopy No.:  (407)244-5690
Telephone No.:  (407)843-8880


                                      101
<PAGE>

                  [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST AND SCOTIABANK, AS AGENTS,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]

Signed, sealed and delivered                     SUNTRUST BANK, CENTRAL
in the presence of:                              FLORIDA, NATIONAL ASSOCIATION,
                                                 individually and as
                                                 Administrative Agent and Agent


                                                 By:___________________________
                                                     Vipul H. Patel,
                                                      First Vice President

Address for Notices:

200 S. Orange Avenue
6th Floor - SOAB
Orlando, Florida 32801

Attention: Mr. Vipul H. Patel,
           First Vice President

Telecopy No.  (407) 237-4076
Telephone No. (407) 237-5352

Payment Office:

200 S. Orange Avenue
6th Floor - SOAB
Orlando, Florida 32801

- --------------------------------------------------------------------------------

Revolving Loan Commitment:  $32,500,000.00

Pro Rata Share of Revolving Loan Commitment: 50.00%


                                      102
<PAGE>

           [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                   BETWEEN SUNTRUST AND SCOTIABANK, AS AGENTS,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]

Signed, sealed and delivered                     THE BANK OF NOVA SCOTIA
in the presence of:                              Individually and as
                                                 Syndication Agent and Agent

                                                 By:___________________________
                                                 Name:_________________________
                                                 Title:________________________

Address for Notices:

Atlanta Agency, Suite 2700
600 Peachtree Street, N.E.
Atlanta, GA 30308

Attn: Mr. Frank Sandler

Telecopy No.      (404) 888-8998
Telephone No.     (404) 877-1505

Payment Office:

Atlanta Agency, Suite 2700
600 Peachtree Street, N.E.
Atlanta, GA 30308

Attn: Ms. Dorothy Legista,
          Loan Administration

Revolving Loan Commitment:  $32,500,000.00

Pro Rata Share of Revolving Loan Commitment: 50.00%


                                      103
<PAGE>

                          AFFIDAVIT REGARDING EXECUTION
                                OF LOAN DOCUMENTS

STATE OF GEORGIA

COUNTY OF _______________

      I HEREBY CERTIFY, that on this, the 25th day of March, 1998, before me, an
officer duly authorized in the State and County aforesaid to take
acknowledgements, personally appeared Thomas Avallone, the Executive Fice
President of PLANET HOLLYWOOD INTERNATIONAL, INC. (the "Maker") and Vipul H.
Patel, a First Vice President of SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION (the "Administrative Agent"), to me known to be the persons who
executed the following described loan documents and they acknowledged before me
that they executed the same in the County and State aforesaid and the date
hereof:

      1. Amended and Restated Credit Agreement dated March 25, 1998 between the
Maker and SunTrust Bank, Central Florida, National Association and the Bank of
Nova Scotia.

      IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
25th day of March, 1998.

                                           -----------------------------------
                                           Signature of Notary Public -
                                            State of Georgia


                                           -----------------------------------

                                           Print, type or stamp commissioned
                                           name of Notary Personally known
                                           ______ OR Produced Identification____
                                           Type of Identification
                                           Produced:__________________________


                                      104
<PAGE>

                        AFFIDAVIT REGARDING OUT-OF-STATE
                           DELIVERY OF LOAN DOCUMENTS

STATE OF GEORGIA

COUNTY OF _______________

      I, Vipul H. Patel,being first duly sworn upon my oath, depose and say:

      1. That I am a First Vice President of SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION (the "Administrative Agent").

      2. That on the 25th day of March, 1998, I accepted delivery of the
following described loan documents:

            (a) Amended and Restated Credit Agreement dated March 25, 1998
      between the Maker and SunTrust Bank, Central Florida, National Association
      and The Bank of Nova Scotia.

      3. That the execution of the loan documents took place in the City of
Atlanta in the State of Georgia,

      4. That I accepted delivery of the loan documents on behalf of SunTrust
Bank in Atlanta, Georgia.

                                           ------------------------------
                                           Vipul H. Patel,
                                             First Vice President

         Sworn and subscribed before me this 25th day of March, 1998.

                                           -----------------------------------
                                           Signature of Notary Public -
                                            State of Georgia


                                           -----------------------------------

                                           Print, type or stamp commissioned
                                           name of Notary Personally known
                                           ______ OR Produced Identification____
                                           Type of Identification
                                           Produced:__________________________


                                      105
<PAGE>

                                   EXHIBIT "A"

Planet Hollywood (Aspen), Inc.
Planet Hollywood (Atlantic City), Inc.
Planet Hollywood (Chefs), Inc. [f/k/a Planet Hollywood
  (Nashville), Inc.]
Planet Hollywood (Chicago), Inc.
Planet Hollywood (Honolulu), Inc.
Planet Hollywood (London), Inc. [f/k/a Planet Hollywood
  (Seattle), Inc.]
Planet Hollywood (LP), Inc.
Planet Hollywood (Mail Order), Inc. [f/k/a Planet Hollywood
  (Denver), Inc.]
Planet Hollywood (Maui), Inc.
Planet Hollywood (New Orleans), Inc.
Planet Hollywood (New York City), Inc.
Planet Hollywood (Orlando), Inc.
Planet Hollywood (Paris), Inc.
Planet Hollywood (Phoenix), Inc.
Planet Hollywood (Region I), Inc. [f/k/a Planet Hollywood
  (Miami), Inc.]
Planet Hollywood (Region II), Inc. [f/k/a Planet Hollywood
  (Atlanta), Inc.]
Planet Hollywood (Region III), Inc., [f/k/a Planet Hollywood
  (Washington), Inc.]
Planet Hollywood (Region IV), Inc.
Planet Hollywood (Region VI), Inc.
Planet Hollywood (Region VII), Inc. [f/k/a Planet Hollywood (San
  Diego), Inc.; successor by merger to Planet Hollywood (Beverly
  Hills), Inc.]
Planet Hollywood (Tel Aviv), Inc.
Planet Hollywood (Theatres), Inc.
Planet Hollywood (Warehouse), Inc.
Planet Hospitality Holdings, Inc.

All Star Cafe International, Inc.
All Star Cafe (New York), Inc.
Authentic All Star, Inc.
Official All Star Cafe, Inc.
Corner Enterprises, Inc.
EBCO Management, Inc.


                                       106
<PAGE>

                             SCHEDULE OF EXHIBITS

Exhibit A                     Form of Assignment and Acceptance
Exhibit B                     Form of Subsidiary Guaranty Agreement
Exhibit C                     Form of Contribution Agreement
Exhibit D                     Form of Revolving Credit Note
Exhibit E                     Form of Pledge Agreement
Exhibit F                     Form of Closing Certificate
Exhibit G                     Form of Opinion of Borrower's Counsel
Exhibit H                     Form of Joinder to this Agreement
Exhibit I                     Form of Supplement to Subsidiary
                              Guaranty Agreement
Exhibit J                     Form of Supplement to Contribution
                              Agreement
Exhibit K                     Description of Headquarters Real
                              Property
Exhibit L                     Form of Security Agreement
<PAGE>

                                  EXHIBIT "A"

                       FORM OF ASSIGNMENT AND ACCEPTANCE

      Reference is made to that certain Amended and Restated Revolving Credit
Agreement dated as of March _____, 1998 (as may be amended, modified or
supplemented to the date hereof, the "Credit Agreement"), among PLANET HOLLYWOOD
INTERNATIONAL, INC., as Borrower, the lenders listed on the signature pages
thereof ("Lenders"), and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
as Administrative Agent. Terms defined in the Credit Agreement are used herein
with the same meanings.

      1.    Assignor (as identified below) hereby sells and assigns to Assignee
            (as identified below), without recourse against Assignor, and
            Assignee hereby purchases and assumes from Assignor, without
            recourse against Assignor, effective as of the Effective Date
            hereinafter set forth, the interests set forth below (collectively,
            the "Assigned Interest"), in Assignor's rights and obligations under
            the Credit Agreement, including without limitation, the below
            specified Revolving Loan Commitment and/or Term Loan Commitment of
            Assignor on the Effective Date, and the below specified Revolving
            Loans and/or Term Loans owing to Assignor that are outstanding on
            the Effective Date, together with unpaid interest accrued on the
            assigned Loans to the Effective Date, and the amount (if any) set
            forth below of the fees referred to in Section 2.8 and Section 4.5
            of the Credit Agreement accrued to the Effective Date for the
            account of Assignor. From and after the Effective Date, (a) Assignee
            shall be a party to and be bound by the provisions of the Credit
            Agreement, and to the extent of the interest assigned by this
            Assignment and Acceptance, have the rights and obligations of a
            Lender thereunder and under the Credit Documents (except for any
            such obligations that are due and payable on, or that become due and
            payable before, the effectiveness of this Assignment and
            Acceptance), and (b) Assignor shall, to the extent of its interest
            assigned by this Assignment and Acceptance and otherwise to the
            extent set forth in the foregoing clause (a), relinquish its rights
            and be released from its obligations under the Credit Agreement and
            the Credit Documents.

      2.    Each of the Assignor and the Assignee represents, warrants and
            agrees to and with the other and the Agent as follows: (a) Assignor
            warrants that it is the legal and beneficial owner of the interest
            being assigned hereby free and clear of any adverse claim and that
            its


                                      2
<PAGE>

            Revolving Loan Commitment and/or Term Loan Commitment and the
            outstanding balances of its Loans under such Facility(ies), without
            giving effect to assignments thereof which have not become
            effective, are as set forth below, (b) except as set forth in (a),
            Assignor makes no representation or warranty and assumes no
            responsibility with respect to any statements, warranties or
            representations made in or in connection with the Credit Agreement,
            or the execution, legality, validity, enforceability, genuineness,
            sufficiency or value of the Credit Agreement or any other Credit
            Document or any instrument or documents furnished pursuant thereto,
            or the financial condition of the Borrower or any other Credit Party
            of any of its obligations under the Credit Documents; (c) the
            Assignee represents and warrants that it is legally authorized to
            enter into this Assignment and Acceptance; (d) Assignee confirms
            that it has received a copy of the Credit Agreement, such financial
            statements and other documents and information as it has deemed
            appropriate to make its own credit analysis and decision to enter
            into this Assignment and Acceptance; (e) Assignee agrees that it
            will perform its obligations as a Lender under the Credit Documents
            as required by the terms thereof; and (f) Assignee appoints and
            authorizes the Agent to take such actions as agent on its behalf and
            to exercise such powers under the Credit Agreement and the other
            Credit Documents as are delegated to the Agent by the terms of the
            Credit Documents and as are reasonably incidental thereto.

      3.    This Assignment and Acceptance is being delivered to the Agent,
            together with (a) the Notes evidencing the Loans included in the
            Assigned Interest, and (b) a copy of the Assignment and Acceptance
            after it is duly executed by each of the Assignee and the Assignor.

      4.    This Assignment shall be governed by and construed in accordance
            with the laws of the State of Florida, without regard to the
            conflict of laws principles thereof.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address (Including Telex and Telecopy Numbers) for


                                      3
<PAGE>

Notices:

Assignee's Lending Office:

Effective Date of Assignment (may not be fewer than five (5) Business Days after
the date of the Assignment):

LOANS ASSIGNED:
                                                      Percentage of
                      Principal Amount                Commitment
Facility                  Assigned                    Assigned
- --------                  --------                    --------

Revolving Loan          $                             ______%
Facility

Immediately after giving effect to this Assignment:

      The aggregate amount of the Revolving Loan Commitment of Assignor is
$_____________________.

      The aggregate amount of the Revolving Loan Commitment of Assignee is
$_____________________.

[NAME OF ASSIGNOR]


By:_____________________________
   Name:
   Title:
   As Assignor

[NAME OF ASSIGNEE]


By:_____________________________
   Name:
   Title:
   As Assignee


                                      4
<PAGE>

CONSENTED TO:

SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
 As Administrative Agent

By:_____________________________________
   Name:________________________________
   Title:_______________________________


PLANET HOLLYWOOD INTERNATIONAL, INC.
  As Borrower

By:_____________________________________
   Name:________________________________
   Title:_______________________________


                                      5
<PAGE>

                                  EXHIBIT "B"

                                    FORM OF
                         SUBSIDIARY GUARANTY AGREEMENT

      This SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty"), dated as of March
_____, 1998, made by the entities listed on Exhibit "A" attached hereto, each of
which is a corporation organized and existing in the State set forth in Exhibit
"A" (the foregoing corporations individually a "Guarantor" and collectively the
"Guarantors"), in favor of SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
a national banking association, in its capacity as Administrative Agent for
Lenders at any time parties to the Credit Agreement (as hereinafter defined)
(the "Agent") and each assignee thereof becoming a "Lender" as provided therein
(the "Lenders"; the Lenders and the Agent being individually referred to herein
as a "Guaranteed Party" and collectively referred to herein as the "Guaranteed
Parties");

                             W I T N E S S E T H:

      WHEREAS, PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation (the
"Borrower"), the Lenders and the Agent have entered into that certain Amended
and Restated Revolving Credit Agreement dated as of March _____, 1998 (as the
same may hereafter be amended, restated, supplemented or otherwise modified from
time to time, and including all schedules, riders, and supplements thereto, the
"Credit Agreement"; terms defined therein and not otherwise defined herein being
used herein as therein defined);

      WHEREAS, the Borrower owns, directly or indirectly, all of the outstanding
capital stock of each of the Guarantors;

      WHEREAS, the Borrower and Guarantors share an identity of interest as
members of a consolidated group of companies engaged in substantially similar
businesses with the Borrower providing certain centralized financial, accounting
and management services to each of the Guarantors by virtue of intercompany
advances and loans such that financial accommodations to the Borrower under the
Credit Agreement shall inure to the direct and material benefit of each of the
Guarantors; and

      WHEREAS, consummation of the transactions pursuant to the Credit Agreement
will facilitate expansion and enhance the overall financial strength and
stability of the Borrower's entire corporate group, including the Guarantors;
and


                                      1
<PAGE>

      WHEREAS, it is a condition precedent to the Lender's obligations to enter
into the Credit Agreement and to make extensions of credit thereunder that the
Guarantors execute and deliver this Guaranty, and the Guarantors desire to
execute and deliver this Guaranty to satisfy such condition precedent;

      NOW, THEREFORE, in consideration of the premises and in order to induce
the Lenders to enter into and perform their obligations under the Credit
Agreement, the Guarantors hereby jointly and severally agree as follows:

      SECTION 1. Guaranty. The Guarantors hereby jointly and severally,
irrevocably, absolutely and unconditionally, guarantee the punctual and full
payment when due, whether at stated maturity, by acceleration or otherwise, of
all Loans and all other Obligations owing by the Borrower to the Lenders and the
Agent, or any of them, jointly or severally under the Credit Agreement, the
Notes and the other Credit Documents, including all renewals, extensions,
modifications and refinancings thereof, now or hereafter owing, whether for
principal, interest, fees, expenses or otherwise, and any and all reasonable
out-of-pocket expenses (including reasonable attorneys' fees actually incurred
and expenses, whether suit be brought or not, including reasonable attorneys'
fees, costs and expenses if appeal is taken) incurred by the Agent in enforcing
any rights under this Guaranty (collectively, the "Guaranteed Obligations"),
including without limitation, all interest which, but for the filing of a
petition in bankruptcy with respect to the Borrower, would accrue on any
principal portion of the Guaranteed Obligations. Any and all payments by the
Guarantors hereunder shall be made free and clear of and without deduction for
any set-off, counterclaim, or withholding so that, in each case, each Guaranteed
Party will receive, after giving effect to any Taxes (as such term is defined in
the Credit Agreement, but excluding Taxes imposed on overall net income of the
Guaranteed Party to the same extent as excluded pursuant to the Credit
Agreement), the full amount that it would otherwise be entitled to receive with
respect to the Guaranteed Obligations (but without duplication of amounts for
Taxes already included in the Guaranteed Obligations). The Guarantors
acknowledge and agree that this is a guarantee of payment when due, and not of
collection, and that this Guaranty may be enforced up to the full amount of the
Guaranteed Obligations without proceeding against the Borrower, against any
security for the Guaranteed Obligations, against any other Guarantor or under
any other guaranty covering any portion of the Guaranteed Obligations.

      SECTION 2. Guaranty Absolute. The Guarantors guarantee that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit
Documents, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Guaranteed
Party with respect thereto. The liability of each


                                      2
<PAGE>

Guarantor under this Guaranty shall be primary, absolute and unconditional in
accordance with its terms and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including,
without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):

      (a) any change in the time, place or manner of payment of, the amount of
      or in any other term of, all or any of the Guaranteed Obligations, any
      waiver, indulgence, renewal, extension, amendment or modification of or
      addition, consent or supplement to or deletion from or any other action or
      inaction under or in respect of the Credit Agreement, the other Credit
      Documents, or any other documents, instruments or agreements relating to
      the Guaranteed Obligations or any other instrument or agreement referred
      to therein or any assignment or transfer of any thereof;

      (b) any lack of validity or enforceability of the Credit Agreement, the
      other Credit Documents, or any other document, instrument or agreement
      referred to therein or any assignment or transfer of any thereof;

      (c) any furnishing to the Guaranteed Parties of any additional security
      for the Guaranteed Obligations, or any sale, exchange, release or
      surrender of, or realization on, any security for the Guaranteed
      Obligations;

      (d) any release, adjustment, settlement or compromise of any of the
      Guaranteed Obligations, any security therefor, or any liability of any
      other party with respect to the Guaranteed Obligations, or any
      subordination of the payment of the Guaranteed Obligations to the payment
      of any other liability of the Borrower;

      (e) any bankruptcy, insolvency, reorganization, composition, adjustment,
      dissolution, liquidation or other like proceeding relating to any other
      Guarantor or the Borrower, or any action taken with respect to this
      Guaranty by any trustee or receiver, or by any court, in any such
      proceeding;

      (f) any non-perfection of any security interest or lien on any collateral,
      or any amendment or waiver of or consent to departure from any guaranty or
      security, for all or any of the Guaranteed Obligations;

      (g) any application of sums paid by the Borrower or any other Person with
      respect to the liabilities of the


                                      3
<PAGE>

      Borrower to the Guaranteed Parties, regardless of what liabilities of the
      Borrower remain unpaid;

      (h) any act or failure to act by any Guaranteed Party which may adversely
      affect a Guarantor's subrogation rights, if any, against the Borrower to
      recover payments made under this Guaranty; and

      (i) any other circumstance which might otherwise constitute a defense
      available to, or a discharge or release of, any Guarantor.

If claim is ever made upon any Guaranteed Party for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed
Obligations, and any Guaranteed Party repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over the Guaranteed Party or any of its property, or (b) any
settlement or compromise of any such claim effected by the Guaranteed Party with
any such claimant (including the Borrower or a trustee in bankruptcy for the
Borrower), then and in such event the Guarantors agree that any such judgment,
decree, order, settlement or compromise shall be binding on it, notwithstanding
any revocation hereof or the cancellation of the Credit Agreement, the other
Credit Documents, or any other instrument evidencing any liability of the
Borrower, and the Guarantors shall be and remain liable to the Guaranteed Party
for the amounts so repaid or recovered to the same extent as if such amount had
never originally been paid to the Guaranteed Party.

      SECTION 3. Waiver. The Guarantors hereby waive notice of acceptance of
this Guaranty, notice of any liability to which it may apply, and further waive
presentment, demand for payment, protest, notice of dishonor or nonpayment of
any such liabilities, suit or taking of other action by the Guaranteed Parties
against, and any other notice to, the Borrower or any other party liable with
respect to the Guaranteed Obligations (including the Guarantors or any other
Person executing a guaranty of the obligations of the Borrower) and all other
defenses, offsets and counterclaims which any Guarantor may at any time have to
any claim of any Guaranteed Party against the Borrower.

      SECTION 4. Waiver of Subrogation. No Guarantor will exercise any rights
against the Borrower which it may acquire by way of subrogation or contribution,
by any payment made hereunder or otherwise. Each Guarantor hereby expressly
waives any claim, right or remedy which such Guarantor may now have or hereafter
acquire against the Borrower that arises hereunder and/or from the performance
by any Guarantor hereunder, including, without limitation, any claim, right or
remedy of the Guaranteed Parties against the Borrower or any security which the
Guaranteed Parties


                                      4
<PAGE>

now has or hereafter acquires, whether or not such claim, right or remedy arises
in equity, under contract, by statute, under color of law or otherwise.

      SECTION 5. Severability. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 6. Amendments, Etc. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by a Guarantor therefrom shall in any
event be effective unless the same shall be in writing executed by the Agent.

      SECTION 7. Notices. All notices and other communications provided for
hereunder shall be given in the manner specified in the Credit Agreement (i) in
the case of the Agent, at the address specified for the Agent in the Credit
Agreement, and (ii) in the case of the Guarantors, at the respective addresses
specified for such Guarantors in this Guaranty.

      SECTION 8. No Waiver: Remedies. No failure on the part of the Agent or
other Guaranteed Parties to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. No notice to or demand on any Guarantor in
any case shall entitle such Guarantor to any other further notice or demand in
any similar or other circumstances or constitute a waiver of the rights of the
Agent or other Guaranteed Parties to any other or further action in any
circumstances without notice or demand. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

      SECTION 9. Right Of Set Off. In addition to and not in limitation of all
rights of offset that the Agent or other Guaranteed Parties may have under
applicable law, the Agent or other Guaranteed Parties shall, upon the occurrence
of any Event of Default and whether or not the Agent or other Guaranteed Parties
have made any demand or the Guaranteed Obligations are matured, have the right
to appropriate and apply to the payment of the Guaranteed Obligations, all
deposits of any Guarantor (general or special, time or demand, provisional or
final) then or thereafter held by and other indebtedness or property then or
thereafter owing by the Agent or other Guaranteed Parties to any Guarantor,
whether or not related to this Guaranty or any transaction hereunder. The
Guaranteed Parties shall promptly notify the relevant Guarantor of any offset
hereunder.


                                      5
<PAGE>


      SECTION 10. Continuing Guaranty; Binding Effect; Inurement. This Guaranty
is a continuing guaranty and shall (i) remain in full force and effect until
payment in full of the Guaranteed Obligations and all other amounts payable
under this Guaranty and the termination of the Total Commitments, (ii) be
binding upon each Guarantor, its successors and assigns, and (iii) inure to the
benefit of and be enforceable by the Agent, its successors, transferees and
assigns, for the benefit of the Guaranteed Parties.

      SECTION 11. Governing Law; Submission To Jurisdiction; Full Faith and
Credit; Waiver of Jury Trial.

      (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE
OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

      (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR
OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE CIRCUIT COURT OF ORANGE COUNTY OF
THE STATE OF FLORIDA OR ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED
STATES OF AMERICA FOR THE MIDDLE DISTRICT OF FLORIDA, AND, BY EXECUTION AND
DELIVERY OF THIS GUARANTY, EACH GUARANTOR HEREBY CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE AFORESAID COURTS SOLELY FOR
THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE RIGHTS OF THE AGENT AND OTHER
GUARANTEED PARTIES WITH RESPECT TO THIS GUARANTY OR ANY DOCUMENT RELATED HERETO.
EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS
GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF ANY LENDER OR THE AGENT TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST ANY GUARANTOR IN ANY OTHER JURISDICTION.

      (c) TO THE EXTENT THAT ANY GUARANTEED PARTY OBTAINS ANY JUDGMENT AGAINST
ANY GUARANTOR UNDER THIS GUARANTY, THE GUARANTORS DO HEREBY AGREE THAT SUCH
JUDGMENT SHALL BE ENTITLED TO "FULL FAITH AND CREDIT" WITH THE SAME FORCE AND
EFFECT AS IF SUCH JUDGMENT WAS RENDERED AGAINST SUCH GUARANTOR BY A COURT OR
OTHER TRIBUNAL LOCATED IN THE DOMICILE OF SUCH GUARANTOR, IF DIFFERENT FROM THAT
IN WHICH SUCH JUDGMENT IS RENDERED. THE GUARANTORS HEREBY AGREE TO THE VALIDITY
AND ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT SEEK TO CHALLENGE OR "GO
BEHIND" THE FACE OF SUCH JUDGMENT.

      (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT OF TRIAL
BY JURY IN ANY ACTION,


                                      6
<PAGE>

PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR
ANY OTHER CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR
THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTEED PARTIES
TO EXTEND CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE BORROWER.
FURTHER, GUARANTORS HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF THE
GUARANTEED PARTIES NOR ANY COUNSEL FOR THE GUARANTEED PARTIES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE GUARANTEED PARTIES WOULD NOT, IN THE EVENT OF
SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF JURY TRIAL PROVISION.
NO REPRESENTATIVE OR AGENT OF THE GUARANTEED PARTIES NOR COUNSEL FOR THE
GUARANTEED PARTIES HAS THE AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS
PROVISION.

      SECTION 12. Subordination Of the Borrower's Obligations To the Guarantors.
As an independent covenant, each Guarantor hereby expressly covenants and agrees
for the benefit of the Agent and other Guaranteed Parties that all obligations
and liabilities of the Borrower to such Guarantor of whatsoever description
including, without limitation, all intercompany receivables of such Guarantor
from the Borrower ("Junior Claims") shall be subordinate and junior in right of
payment to all obligations of the Borrower to the Agent and other Guaranteed
Parties under the terms of the Credit Agreement and the other Credit Documents
("Senior Claims").

      If an Event of Default shall occur, then, unless and until such Event of
Default shall have been cured, waived, or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities by set-off or otherwise)
shall be made by the Borrower to any Guarantor on account of or in any manner in
respect of any Junior Claim except such payments and distributions the proceeds
of which shall be applied to the payment of Senior Claims.

      In the event of a Proceeding (as hereinafter defined), all Senior Claims
shall first be paid in full before any direct or indirect payment or
distribution (in cash, property, securities by setoff or otherwise) shall be
made to any Guarantor on account of or in any manner in respect of any Junior
Claim except such payments and distributions the proceeds of which shall be
applied to the payment of Senior Claims. For the purposes of the previous
sentence, "Proceeding" means the Borrower or any Guarantor shall commence a
voluntary case concerning itself under the Bankruptcy Code or any other
applicable bankruptcy laws; or any involuntary case is commenced against the
Borrower or any Guarantor; or a custodian (as defined in the Bankruptcy Code or
any other applicable bankruptcy laws) is appointed for, or takes charge of, all
or any substantial part of the property of the Borrower or any Guarantor, or the
Borrower or any Guarantor commences any other proceedings under any
reorganization arrangement, adjustment of debt, relief of debtor, dissolution,
insolvency or liquidation or similar law of any


                                        7
<PAGE>

jurisdiction whether now or hereafter in effect relating to the Borrower or any
Guarantor, or any such proceeding is commenced against the Borrower or any
Guarantor, or the Borrower or any Guarantor is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any Guarantor suffers any appointment
of any custodian or the like for it or any substantial part of its property; or
the Borrower or any Guarantor makes a general assignment for the benefit of
creditors; or the Borrower or any Guarantor shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay, its debts generally as they
become due; or the Borrower or any Guarantor shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts; or
the Borrower or any Guarantor shall by any act or failure to act indicate its
consent to, approval of or acquiescence in any of the foregoing; or any
corporate action shall be taken by the Borrower or any Guarantor for the purpose
of effecting any of the foregoing.

      In the event any direct or indirect payment or distribution is made to a
Guarantor in contravention of this Section 12, such payment or distribution
shall be deemed received in trust for the benefit of the Agent and other
Guaranteed Parties and shall be immediately paid over to the Agent for
application against the Guaranteed Obligations in accordance with the terms of
the Credit Agreement.

      Each Guarantor agrees to execute such additional documents as the Agent
may reasonably request to evidence the subordination provided for in this
Section 12.

      SECTION 13. Judgment Currency.

      (a) The Guarantors' obligations hereunder to make payments in a particular
currency (the "Obligation Currency") shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Guaranteed Parties of
the full amount of the Obligation Currency expressed to be payable under this
Guaranty or the Credit Agreement. If for the purpose of obtaining or enforcing
judgment against any Guarantor in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the "Judgment
Currency") an amount due in the Obligation Currency, the conversion shall be
made at the currency equivalent determined, in each case, as on the day
immediately preceding the day on which the judgment is given (such Business Day
being hereafter referred to as the "Judgment Currency Conversion Date").

      (b) If there is a change in the rate of exchange


                                      8
<PAGE>

prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, the Guarantors covenant and agree to pay, or cause to
be paid, such additional amounts, if any (but in any event not a lesser amount),
as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.

      (c) For purposes of determining the currency equivalent for this Section,
such amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.

      (d) If the Obligation Currency is U.S. Dollars, the currency equivalent
shall be the Dollar Equivalent.

      SECTION 14. Automatic Acceleration in Certain Events. Upon the occurrence
of an Event of Default specified in Article IX of the Credit Agreement, all
Guaranteed Obligations shall automatically become immediately due and payable by
the Guarantors, without notice or other action on the part of the Agent or other
Guaranteed Parties, and regardless of whether payment of the Guaranteed
Obligations by the Borrower has then been accelerated. In addition, if any event
of the types described in Article IX of the Credit Agreement should occur with
respect to any Guarantor, then the Guaranteed Obligations shall automatically
become immediately due and payable by such Guarantor, without notice or other
action on the part of the Agent or other Guaranteed Parties, and regardless of
whether payment of the Guaranteed Obligations by the Borrower has then been
accelerated.

      SECTION 15. Savings Clause.

      (a) It is the intent of each Guarantor and the Guaranteed Parties that
each Guarantor's maximum obligations hereunder shall be, but not in excess of:

            (i) in a case or proceeding commenced by or against such Guarantor
      under the Bankruptcy Code on or within one year from the date on which any
      of the Guaranteed Obligations are incurred, the maximum amount which would
      not otherwise cause the Guaranteed Obligations (or any other obligations
      of such Guarantor to the Guaranteed Parties) to be avoidable or
      unenforceable against such Guarantor under (A) Section 548 of the
      Bankruptcy Code or (B) any state fraudulent transfer or fraudulent
      conveyance act or statute applied in such case or proceeding by virtue of
      Section 544 of the Bankruptcy Code; or


                                      9
<PAGE>

            (ii) in a case or proceeding commenced by or against such Guarantor
      under the Bankruptcy Code subsequent to one year from the date on which
      any of the Guaranteed Obligations are incurred, the maximum amount which
      would not otherwise cause the Guaranteed Obligations (or any other
      obligations of the Guarantor to the Guaranteed Parties) to be avoidable or
      unenforceable against such Guarantor under any state fraudulent transfer
      or fraudulent conveyance act or statute applied in any such case or
      proceeding by virtue of Section 544 of the Bankruptcy Code; or

            (iii) in a case or proceeding commenced by or against such Guarantor
      under any law, statute or regulation other than the Bankruptcy Code
      (including, without limitation, any other bankruptcy, reorganization,
      arrangement, moratorium, readjustment of debt, dissolution, liquidation or
      similar debtor relief laws), the maximum amount which would not otherwise
      cause the Guaranteed Obligations (or any other obligations of such
      Guarantor to the Guaranteed Parties) to be avoidable or unenforceable
      against such Guarantor under such law, statute or regulation including,
      without limitation, any state fraudulent transfer or fraudulent conveyance
      act or statute applied in any such case or proceeding.

(The substantive laws under which the possible avoidance or unenforceability of
the Guaranteed Obligations (or any other obligations of such Guarantor to the
Guaranteed Parties) shall be determined in any such case or proceeding shall
hereinafter be referred to as the "Avoidance Provisions").

      (b) To the end set forth in Section 15(a), but only to the extent that the
Guaranteed Obligations would otherwise be subject to avoidance under the
Avoidance Provisions if such Guarantor is not deemed to have received valuable
consideration, fair value or reasonably equivalent value for the Guaranteed
Obligations, or if the Guaranteed Obligations would render the Guarantor
insolvent, or leave the Guarantor with an unreasonably small capital to conduct
its business, or cause the Guarantor to have incurred debts (or to have intended
to have incurred debts) beyond its ability to pay such debts as they mature, in
each case as of the time any of the Guaranteed Obligations are deemed to have
been incurred under the Avoidance Provisions and after giving effect to
contribution as among Guarantors, the maximum Guaranteed obligations for which
such Guarantor shall be liable hereunder shall be reduced to that amount which,
after giving effect thereto, would not cause the Guaranteed Obligations (or any
other obligations of such Guarantor to the Guaranteed Parties), as so reduced,
to be subject to avoidance under the Avoidance Provisions. This Section 15(b) is
intended solely to preserve the rights of the Guaranteed Parties hereunder to
the maximum extent that would not cause the Guaranteed Obligations of any
Guarantor to be subject to avoidance under the Avoidance


                                       10
<PAGE>


Provisions, and neither such Guarantor nor any other Person shall have any right
or claim under this Section 15 as against the Guaranteed Parties that would not
otherwise be available to such Person under the Avoidance Provisions.

      (c) None of the provisions of this Section 15 are intended in any manner
to alter the obligations of any holder of Subordinated Debt or the rights of the
holders of "senior indebtedness" as provided by the terms of the Subordinated
Debt. Accordingly, it is the intent of each of the Guarantors that, in the event
that any payment or distribution is made with respect to the Subordinated Debt
prior to the payment in full of the Guaranteed Obligations by virtue of the
provisions of this Section 15, in any case or proceeding of the kinds described
in clauses (i)-(iii) of Section 15(a), the holders of the Subordinated Debt
shall be obligated to pay or deliver such payment or distribution to or for the
benefit of the Guaranteed Parties. Furthermore, in respect of the Avoidance
Provisions, it is the intent of each Guarantor that the subrogation rights of
the holders of Subordinated Debt with respect to the obligations of the
Guarantor under this Guaranty, be subject in all respects to the provisions of
Section 15(b).

      SECTION 16. Information. Each of the Guarantors assumes all responsibility
for being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Guaranteed Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Guaranteed Parties will have any duty to advise any of the Guarantors of
information known to it or any of them regarding such circumstances or risks.

      SECTION 17. Representations and Warranties. Each Guarantor represents and
warrants as to itself that all representations and warranties relating to it
contained in Article VI of the Credit Agreement are true and correct.

      SECTION 18. Survival of Agreement. All agreements, representations and
warranties made herein shall survive the execution and delivery of this Guaranty
and the Credit Agreement, the making of the Loans and the execution and delivery
of the Notes and the other Credit Documents.

      SECTION 19. Counterparts. This Guaranty and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.

      SECTION 20. Currency of Payment. All payments to be made by the Guarantors
hereunder shall be made in the relevant


                                      11
<PAGE>

currency or currencies in which the Guaranteed Obligations are denominated in
immediately available funds. If any Guarantor is unable for any reason to effect
payment of any of the Guaranteed Obligations in the currency in which such
Guaranteed Obligations are denominated, the Guaranteed Parties may, at their
option, require such payment to be made in the Dollar Equivalent of such
currency. If in any case where any of the Guarantors shall make any such payment
in the Dollar Equivalent, the Guarantors agree to hold the Guaranteed Parties
harmless from any loss incurred by the Lenders arising from any change in the
value of Dollars in relation to such currency between the date such payment
became due and the date of payment thereof.

      SECTION 21. Additional Guarantors. Upon execution and delivery by any
Subsidiary of the Borrower of an instrument in the form of Exhibit I to the
Credit Agreement, such Subsidiary of the Borrower shall become a Guarantor
hereunder with the same force and effect as if originally named a Guarantor
herein (each an "Additional Guarantor"). The execution and delivery of any such
instrument shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any Additional Guarantor as a party to
this Guaranty.

      IN WITNESS WHEREOF, each Guarantor and the Agent have caused this Guaranty
to be duly executed and delivered by their respective duly authorized officers
as of the date first above written.

                                          GUARANTORS:

                                          AS OFFICERS, DIRECTORS AND/OR
                                          AUTHORIZED SIGNATORIES OF
                                          EACH OF THE MATERIAL
                                          SUBSIDIARIES SHOWN ON
                                          EXHIBIT "A" ATTACHED HERETO

                                          By:___________________________
                                             Thomas Avallone,
                                               Executive Vice President

Address for Notices:
7380 Sand Lake Road, Suite 600
Orlando, Florida  32819

                                          ADMINISTRATIVE AGENT:

                                          SUNTRUST BANK, CENTRAL
                                          FLORIDA, NATIONAL ASSOCIATION


                                       12
<PAGE>

                                          By:___________________________
                                          Name:_________________________
                                          Title:________________________

SECTION 12 OF THE
FOREGOING GUARANTY
ACKNOWLEDGED AND
AGREED TO:

PLANET HOLLYWOOD INTERNATIONAL, INC.

By:___________________________
   Thomas Avallone,
     Executive Vice President

                                   EXHIBIT "A"

Planet Hollywood (Aspen), Inc.
Planet Hollywood (Atlantic City), Inc.
Planet Hollywood (Chefs), Inc. [f/k/a Planet Hollywood
  (Nashville), Inc.]
Planet Hollywood (Chicago), Inc.
Planet Hollywood (Honolulu), Inc.
Planet Hollywood (London), Inc. [f/k/a Planet Hollywood
  (Seattle), Inc.]
Planet Hollywood (LP), Inc.
Planet Hollywood (Mail Order), Inc. [f/k/a Planet Hollywood
  (Denver), Inc.]
Planet Hollywood (Maui), Inc.
Planet Hollywood (New Orleans), Inc.
Planet Hollywood (New York City), Inc.
Planet Hollywood (Orlando), Inc.
Planet Hollywood (Paris), Inc.
Planet Hollywood (Phoenix), Inc.
Planet Hollywood (Region I), Inc. [f/k/a Planet Hollywood
  (Miami), Inc.]
Planet Hollywood (Region II), Inc. [f/k/a Planet Hollywood
  (Atlanta), Inc.]
Planet Hollywood (Region III), Inc., [f/k/a Planet Hollywood
  (Washington), Inc.]
Planet Hollywood (Region IV), Inc.
Planet Hollywood (Region VI), Inc.
Planet Hollywood (Region VII), Inc. [f/k/a Planet Hollywood (San
  Diego), Inc.; successor by merger to Planet Hollywood (Beverly
  Hills), Inc.]
Planet Hollywood (Tel Aviv), Inc.
Planet Hollywood (Theatres), Inc.
Planet Hollywood (Warehouse), Inc.
Planet Hospitality Holdings, Inc.

All Star Cafe International, Inc.
All Star Cafe (New York), Inc.
Authentic All Star, Inc.
Official All Star Cafe, Inc.


                                       13
<PAGE>

Corner Enterprises, Inc.
EBCO Management, Inc.


                                       14
<PAGE>

                                   EXHIBIT "C"

                                     FORM OF
                             CONTRIBUTION AGREEMENT

      This CONTRIBUTION AGREEMENT dated as of March _____, 1998 (this
"Contribution Agreement") by and among PLANET HOLLYWOOD INTERNATIONAL, INC., a
Delaware corporation (the "Borrower"), each of the Subsidiaries of the Borrower
listed on the signature pages hereof (collectively, and together with any
successors, referred to herein individually as a "Guarantor" and collectively as
"Guarantors") and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as
Administrative Agent (the "Agent"), in its capacity as Administrative Agent for
the Lenders identified on the signature pages to the Credit Agreement (as
defined below) and each assignee thereof becoming a "lender" as provided therein
(the "Lenders") for the purpose of establishing rights and obligations of
contribution among the Guarantors in connection with the Guaranty Agreement (as
such term is defined below).

                                 R E C I T A L S

      WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Amended and Restated Revolving Credit Agreement dated as of March _____,
1998 (as it may hereafter be amended, restated, modified, or supplemented from
time to time, the "Credit Agreement"; capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement);

      WHEREAS, the obligation of Lenders to lend under the Credit Agreement is
conditioned on, among other things, the provision of a Contribution Agreement in
the form hereof;

      WHEREAS, Guarantors and Agent have entered into the Subsidiary Guaranty
Agreement dated as of even date herewith (the "Guaranty Agreement") pursuant to
which such Guarantors have agreed to guarantee all the obligations of the
Borrower pursuant to the Credit Agreement and all other Guaranteed Obligations
(as defined in the Guaranty Agreement);

      WHEREAS, as a result of transactions contemplated by the Credit Agreement,
Guarantors will benefit from the Guaranteed Obligations and in consideration
thereof desire to enter into this Contribution Agreement to provide a fair and
equitable arrangement to make contributions in the event payments are made under
the Guaranty Agreement.

      NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, each Guarantor and Agent hereby agree as follows:


                                        1
<PAGE>

      SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under the Guaranty Agreement in respect of the
obligations of the Borrower under the terms of the Credit Agreement, the
Borrower shall indemnify such Guarantor for the full amount of such payment and
(b) in the event any assets of any Guarantor shall be sold pursuant to any stock
pledge agreement or similar instrument or agreement to satisfy a claim of any
Guaranteed Party (as defined in the Guaranty Agreement), the Borrower shall
indemnify such Guarantor in an amount equal to the greater of the book value or
the fair market value of the assets so sold. Each Guarantor has waived its
rights to subrogation, pursuant to Section 4 of the Guaranty Agreement.

      SECTION 2. Contribution and Subrogation. Each Guarantor agrees (subject to
Section 3) that in the event a payment shall be made by any Guarantor under the
Guaranty Agreement or assets of any Guarantor shall be sold pursuant to any
stock pledge agreement or similar instrument or agreement to satisfy a claim of
any Guaranteed Party, and such Guarantor (the "Claiming Guarantor") shall not
have been indemnified by the Borrower as provided in Section 1, each other
Guarantor (a "Contributing Guarantor") shall indemnify the Claiming Guarantor in
an amount equal to the amount of such payment or the greater of the book value
or the fair market value of such assets, as the case may be, multiplied by a
fraction, the numerator of which shall be the Consolidated Net Worth of the
Contributing Guarantor on the date hereof, and the denominator of which shall be
the sum of the Consolidated Net Worth of all the Guarantors on the date hereof.
Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant
to this Section 2 shall be subrogated to the rights of such Claiming Guarantor
under Section 1 to the extent of such payment.

      SECTION 3. Subordination. Notwithstanding any provision of this Agreement
to the contrary, (i) all rights of the Guarantors under Sections 1 and 2 and all
other rights of indemnity or contribution under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full of the
Guaranteed Obligations (as defined in the Guaranty Agreement), and (ii) no such
rights shall be exercised until all of the Guaranteed Obligations shall have
been irrevocably paid in full and the Credit Agreement shall have been
irrevocably terminated. If any amount shall be paid to any Guarantor on account
of such indemnity or contribution rights at any time when all of the Guaranteed
Obligations shall not have been paid in full, such amount shall be held in trust
for the benefit of the Guaranteed Parties (as defined in the Guaranty Agreement)
and shall forthwith be paid to the Agent to be credited and applied upon the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Credit Agreement. No failure on the part of the Borrower or any
Guarantor to make the payments required by Sections 1 and 2 (or any other
payments required under applicable law or otherwise) shall in any respect limit
the


                                        2
<PAGE>

obligations and liabilities of any Guarantor with respect to the Guaranty
Agreement, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor under such Guaranty Agreement.

      SECTION 4. Allocation. If at any time there exists more than one Claiming
Guarantor with respect to the Guaranty Agreement, then payment from other
Guarantors pursuant to this Contribution Agreement shall be allocated among such
Claiming Guarantors in proportion to the total amount of money paid for or on
account of the Guaranteed Obligations by each such Claiming Guarantor pursuant
to the Guaranty Agreement.

      SECTION 5. Preservation of Rights. This Contribution Agreement shall not
limit or affect any right which any Guarantor may have against any other Person
that is not a party hereto.

      SECTION 6. Subsidiary Payment. The amount of contribution payable under
this Contribution Agreement by any Guarantor with respect to the Guaranty
Agreement shall be reduced by the amount of any contribution paid hereunder by a
Subsidiary of such Guarantor with respect to the Guaranty Agreement.

      SECTION 7. Asset Sale. If all of the stock of any Guarantor shall be sold
or otherwise disposed of (including by merger or consolidation) in an asset sale
not prohibited by the Credit Agreement or otherwise consented to by the Agent
and the Required Lenders under the Credit Agreement, the agreements of such
Guarantor hereunder shall automatically be discharged and released without any
further action by such Guarantor and shall be assumed in full by the corporation
which prior to such asset sale or consent owned the stock of such Guarantor,
effective as of the time of such asset sale or consent. The Borrower shall cause
any such corporation which is not a Guarantor to become a party to this
Contribution Agreement and the Guaranty Agreement unless otherwise agreed in
writing by the Agent and the Required Lenders.

      SECTION 8. Equitable Allocation. If as a result of any reorganization,
recapitalization or other corporate change in the Borrower or any of its
Subsidiaries, or as a result of any amendment, waiver or modification of the
terms and conditions governing the Guaranty Agreement or any of the Guaranteed
Obligations, or for any other reason, the contributions under this Contribution
Agreement become inequitable, the parties hereto shall promptly modify and amend
this Contribution Agreement to provide for an equitable allocation of
contributions. All such modifications and amendments shall be in writing and
signed by all parties hereto.

      SECTION 9. Asset of Party to Which Contribution and Indemnification Are
Owing. The parties hereto acknowledge that the right to contribution and
indemnification hereunder shall each constitute an asset in favor of the party
to which such contribution or indemnification is owing.


                                        3
<PAGE>

      SECTION 10. Successors and Assigns; Amendments. This Contribution
Agreement shall be binding upon each party hereto and its respective successors
and assigns and shall inure to the benefit of the parties hereto and their
respective successors and assigns. None of any Guarantor's rights or any
interest therein under this Contribution Agreement may be assigned or
transferred without the written consent of the Agent. In the event of any such
transfer or assignment of rights by any Guarantor, the rights and privileges
herein conferred upon that Guarantor shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions hereof.
This Contribution Agreement shall not be amended without the prior written
consent of the Agent.

      SECTION 11. Termination. This Contribution Agreement, as it may be
modified or amended from time to time, shall remain in effect, and shall not be
terminated as to the Guaranty Agreement, until the Guaranty Agreement has been
discharged or otherwise satisfied in accordance with its terms.

      SECTION 12. CHOICE OF LAW. THIS CONTRIBUTION AGREEMENT SHALL BE GOVERNED
BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF FLORIDA WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

      SECTION 13. Counterparts. This Contribution Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument.

      SECTION 14. Additional Guarantors. Upon execution and delivery, after the
date hereof, by Agents and a Subsidiary of the Borrower of a Supplement to
Contribution Agreement in the form of Exhibit "I" to the Credit Agreement, such
Subsidiary of the Borrower shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor as a party to this Agreement.

      SECTION 15. Severability. In case any provision in or obligation under
this Contribution Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality or enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

      SECTION 16. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic or telecopy
communication) and mailed, telegraphed, telecopied or delivered, if to any
Guarantor, addressed to it at the address set forth for such party in the
Guaranty Agreement, and if to any other party, at the address set


                                        4
<PAGE>

forth for such party in the Credit Agreement. All such notices and other
communications shall be given and deemed to have been received as provided by
the terms of the Credit Agreement.

     IN WITNESS WHEREOF, the Borrower, the Guarantors, and the Agent have duly
executed this Contribution Agreement as of the day and year first above written.

                                    BORROWER:

                          AS OFFICERS, DIRECTORS AND/OR
                          AUTHORIZED SIGNATORIES OF EACH
                          OF THE MATERIAL SUBSIDIARIES
                          SHOWN ON EXHIBIT "A" ATTACHED
                          HERETO

                                    By:_______________________________
                                       Thomas Avallone,
                                         Executive Vice President

Address for Notices:
7380 Sand Lake Road, Suite 600
Orlando, Florida  32819

                                          ADMINISTRATIVE AGENT:

                                          SUNTRUST BANK, CENTRAL
                                          FLORIDA, NATIONAL ASSOCIATION

                                          By:___________________________
                                          Name:_________________________
                                          Title:________________________
<PAGE>

                                   EXHIBIT "D"

                         FORM OF REVOLVING CREDIT NOTE

March ____, 1998                                            $ ________________
                                                  ____________, ______________

      FOR VALUE RECEIVED, the undersigned, PLANET HOLLYWOOD INTERNATIONAL, INC.,
a Delaware corporation (the "Borrower"), promises to pay to the order of
___________________, a ______________, (the "Bank") at the office of the Bank at
__________________________________________, or at such other place as the holder
hereof may designate by notice in writing to Borrower, in immediately available
funds, in lawful money of the United States of America, except in the case of a
Multi-currency Loan, in which event payment shall be in the Available Foreign
Currency in which such Multicurrency Loan was made, on the sooner of (i) the
Termination Date (as defined in the Agreement hereinafter described), or (ii)
acceleration of this indebtedness as hereinafter provided, the lesser of (i) the
principal sum of ____________________________ AND 00/100 DOLLARS ($_________) or
(ii) so much thereof as shall have been from time to time disbursed hereunder by
the Bank in accordance with that certain Amended and Restated Revolving Credit
Agreement dated as of March _____, 1998 (as amended, modified or supplemented,
the "Agreement") by and among the Borrower, the Bank, and the other Lenders
which are parties thereto from time to time, and not theretofore repaid, as
shown on the grid schedule attached hereto (the "Grid Schedule").

      In addition to principal, Borrower agrees to pay interest on the principal
amounts disbursed hereunder from time to time from the date of each disbursement
until paid at such simple rates of interest per annum and upon such dates and
calculated on such basis as provided for in the Agreement. Such interest is to
be paid to the Bank at its office set forth above.

      This Revolving Credit Note ("Note") evidences a loan incurred pursuant to
the terms and conditions of the Agreement to which reference is hereby made for
a full and complete description of such terms and conditions. All capitalized
terms used in this Note shall have the same meanings as set forth in the
Agreement.

      Bank shall at all times have a right of set-off against any deposit
balances of Borrower in the possession of the Bank and the Bank may apply the
same against payment of this Note or any other Obligations of Borrower to the
Bank. The payment of any indebtedness evidenced by this Note prior to the
Termination Date or demand shall not affect the enforceability of this Note as
to any future, different or other indebtedness incurred hereunder by the
Borrower. In the event the indebtedness evidenced by this Note is collected by
legal action or through an attorney-at-law, the Bank shall be entitled to
recover from Borrower all costs of collection, including, without limitation,


                                      
<PAGE>

reasonable attorneys' fees if collected by or through an attorney-at-law.

      Borrower acknowledges that the actual crediting of the amount of any
disbursement under the Agreement to an account of Borrower or recording such
amount in the Grid Schedule shall, in the absence of manifest error, constitute
presumptive evidence of such disbursement and that such advance was made and
borrowed under the Agreement. Such account records or Grid Schedule shall
constitute, in the absence of manifest error, presumptive evidence of principal
amounts outstanding and the payments made under the Agreement at any time and
from time to time, provided that the failure of Bank or any holder hereof to
record on the Grid Schedule or in such account the type or amount of any advance
shall not affect the obligation of the undersigned to repay such amount together
with interest thereon in accordance with this Note and the Agreement.

      Upon the existence or occurrence of any Event of Default as defined in the
Agreement, the principal and all accrued interest hereof shall automatically
become, or may be declared, due and payable in the manner and with the effect
provided in the Agreement.

      Prepayment of the Note in part or in whole is permitted subject to the
conditions set forth in the Agreement.

      Failure or forbearance of Bank to exercise any right hereunder, or
otherwise granted by the Agreement or by law, shall not affect or release the
liability of Borrower hereunder, and shall not constitute a waiver of such right
unless so stated by Bank in writing. This Note shall be deemed to be made under,
and shall be construed in accordance with and governed by, the laws of the State
of Florida, without regard to conflict of law principles. Time is of the essence
of this Note.

      PRESENTMENT FOR PAYMENT, NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.

      Executed under hand and seal of the Borrower as of the day and year first
above written on this ____ day of March, 1998.

                                    PLANET HOLLYWOOD INTERNATIONAL,
                                    INC.

                                    By:________________________________
                                       Name:___________________________
                                       Title:__________________________


                                        8
<PAGE>

                                 GRID SCHEDULE

                             REVOLVING CREDIT NOTE
                           ADVANCES BEARING INTEREST
                              AT LIBOR (1 MONTH)

================================================================================
                                                     Unpaid
                                                    Principal
                                  Amount of     Bearing Interest
                    Amount of      Advance        at the Above-      Notation
 Date   Due Date     Advance       Repaid        Referenced Rate      Made by
====== ========== ============= ============= ==================== =============

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                                       10
<PAGE>

                                 GRID SCHEDULE

                             REVOLVING CREDIT NOTE
                           ADVANCES BEARING INTEREST
                              AT LIBOR (2 MONTHS)

================================================================================
                                                     Unpaid
                                                    Principal
                                  Amount of     Bearing Interest
                    Amount of      Advance        at the Above-      Notation
 Date   Due Date     Advance       Repaid        Referenced Rate      Made by
====== ========== ============= ============= ==================== =============

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                                       11
<PAGE>

                                 GRID SCHEDULE

                             REVOLVING CREDIT NOTE
                           ADVANCES BEARING INTEREST
                              AT LIBOR (3 MONTHS)

================================================================================
                                                     Unpaid
                                                    Principal
                                  Amount of     Bearing Interest
                    Amount of      Advance        at the Above-      Notation
 Date   Due Date     Advance       Repaid        Referenced Rate      Made by
====== ========== ============= ============= ==================== =============

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                                       12
<PAGE>

                                  GRID SCHEDULE

                              REVOLVING CREDIT NOTE
                            ADVANCES BEARING INTEREST
                               AT LIBOR (6 MONTHS)

================================================================================
                                                     Unpaid
                                                    Principal
                                  Amount of     Bearing Interest
                    Amount of      Advance        at the Above-      Notation
 Date   Due Date     Advance       Repaid        Referenced Rate      Made by
====== ========== ============= ============= ==================== =============

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                                       13

<PAGE>

                                  GRID SCHEDULE

                              REVOLVING CREDIT NOTE
                            ADVANCES BEARING INTEREST
                       AT FOREIGN CURRENCY RATE (1 MONTH)

================================================================================
                                  Available                 Unpaid              
                                   Foreign                 Principal            
                                  Currency    Amount of     Bearing             
                    Amount of     in which     Advance    Interest at  Notation 
 Date   Due Date     Advance        Made       Repaid     Above Rate    Made by 
====== ========== ============= ============ =========== ============ ==========
                                
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                                       14
<PAGE>

                                  GRID SCHEDULE

                              REVOLVING CREDIT NOTE
                            ADVANCES BEARING INTEREST
                       AT FOREIGN CURRENCY RATE (2 MONTHS)

================================================================================
                                  Available                 Unpaid              
                                   Foreign                 Principal            
                                  Currency    Amount of     Bearing             
                    Amount of     in which     Advance    Interest at  Notation 
 Date   Due Date     Advance        Made       Repaid     Above Rate    Made by 
====== ========== ============= ============ =========== ============ ==========
                                
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                                       15
<PAGE>

                                  GRID SCHEDULE

                              REVOLVING CREDIT NOTE
                            ADVANCES BEARING INTEREST
                       AT FOREIGN CURRENCY RATE (3 MONTHS)

================================================================================
                                  Available                 Unpaid              
                                   Foreign                 Principal            
                                  Currency    Amount of     Bearing             
                    Amount of     in which     Advance    Interest at  Notation 
 Date   Due Date     Advance        Made       Repaid     Above Rate    Made by 
====== ========== ============= ============ =========== ============ ==========

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                                       16
<PAGE>

                                   EXHIBIT "E"

                           [Form of Pledge Agreement]
<PAGE>

                                   EXHIBIT "F"

                                     FORM OF
                               CLOSING CERTIFICATE

      Pursuant to Section 5.1 of the Amended and Restated Revolving Credit
Agreement dated as of March ____, 1998 (the "Credit Agreement") among PLANET
HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation (the "Borrower"), SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Administrative Agent, and the
other banks and the lending institutions listed on the signature pages thereto,
the undersigned in their respective capacities as officers, directors, or
authorized signatories of the Borrower and each Material Subsidiary hereby
certify to the Lenders and the Administrative Agent as follows (capitalized
terms used herein having the same meanings as assigned to such terms in the
Credit Agreement):

      1.    All representations and warranties contained in the Credit Agreement
            are true and correct in all material respects on and as of the date
            hereof.

      2.    After giving effect to the Loans to be made to the Borrower pursuant
            to the Credit Agreement on the date hereof, no Default or Event of
            Default has occurred and is continuing and no condition, event, act
            or omission which, with the giving of notice or the lapse of time or
            both, would constitute a Default or Event of Default which under the
            Credit Agreement or any other Credit Documents has occurred and is
            continuing or exists as of the date hereof.

      3.    As of the date hereof, the Borrower and each Material Subsidiary has
            complied with all its duties and obligations and all of the
            conditions set forth in the Credit Agreement and each of the other
            Credit Documents executed by each of them, in connection with the
            Credit Document.

      4.    Since the date of the audited financial statements of the
            Consolidated Companies described in Section 6.3 of the Credit
            Agreement, there has been no change which has had or could
            reasonably be expected to have a Materially Adverse Effect.

      5.    Except as may be described on Schedule 6.5 of the Credit Agreement,
            no action or proceeding has been instituted or is pending before any
            court or other governmental authority, or, to the knowledge of the
            Borrower, threatened (i) which reasonably could be expected to have
            a Materially Adverse Effect, or (ii) seeking to prohibit or restrict
            one or more Credit
<PAGE>

            Party's ownership or operation of any portion of its businesses or
            assets, where such portion or portions of such businesses or assets,
            as the case may be, constitute a material portion of the total
            businesses or assets of the Consolidated Companies.

      6.    The Loans to be made on the date hereof are being used solely for
            the purposes provided in the Credit Agreement, and such Loans and
            use of proceeds thereof will not contravene, violate or conflict
            with, or involve the Administrative Agent or any Lender in a
            violation of, any law, rule, injunction, or regulation, or
            determination of any court of law or other governmental authority,
            applicable to the Borrower.

      7.    The conditions precedent set forth in Sections 5.1 and 5.2 of the
            Credit Agreement have been or will be satisfied (or have been waived
            pursuant to the terms of the Credit Agreement) prior to or
            concurrently with the making of the Loans under the Credit Agreement
            on the date hereof.

      8.    As a follow-up to paragraph 7 above, the Borrower has successfully
            completed the offering of the 1998 Senior Subordinated Debt Issue
            and said offering has yielded to the Borrower gross proceeds of
            $250,000,000.00, has been issued at a coupon of 12.0%, and has
            received a subordinated debt rating of B2 by Moody's and CCC+ by
            S&P.

      9.    The execution, delivery and performance by the Credit Parties of the
            Credit Documents will not violate any Requirement of Law or cause a
            breach or default under any of their respective Contractual
            Obligations.

      10.   Each of the Credit Parties has the corporate power and
            authority to make, deliver and perform the Credit
            Documents to which it is a party and has taken all
            necessary corporate action to authorize the execution,
            delivery and performance of such Credit Documents.  No
            consents or authorization of, or filing with, any
            Person (including, without limitation, any governmental
            authority), is required in connection with the
            execution, delivery or performance by any Credit Party,
            or the validity or enforceability against any Credit
            Party, of the Credit Documents, other than such
            consents, authorizations or filings which have been
            made or obtained.

      This Certificate executed and delivered on behalf of the Borrower and the
Material Subsidiaries this _______ day of March, 1998.


                                        2
<PAGE>

                                          PLANET HOLLYWOOD
                                          INTERNATIONAL, INC.

                                          By:___________________________
                                             Thomas Avallone,
                                               Executive Vice President

                                          AS OFFICERS, DIRECTORS AND/OR
                                          AUTHORIZED SIGNATORIES OF EACH
                                          OF THE MATERIAL SUBSIDIARIES
                                          SHOWN ON EXHIBIT "A" ATTACHED
                                          HERETO


                                          By:___________________________
                                             Thomas Avallone
                                               Executive Vice President


                                        3
<PAGE>

                                   EXHIBIT "A"

Planet Hollywood (Aspen), Inc.
Planet Hollywood (Atlantic City), Inc.
Planet Hollywood (Chefs), Inc. [f/k/a Planet Hollywood
  (Nashville), Inc.]
Planet Hollywood (Chicago), Inc.
Planet Hollywood (Honolulu), Inc.
Planet Hollywood (London), Inc. [f/k/a Planet Hollywood
  (Seattle), Inc.]
Planet Hollywood (LP), Inc.
Planet Hollywood (Mail Order), Inc. [f/k/a Planet Hollywood
  (Denver), Inc.]
Planet Hollywood (Maui), Inc.
Planet Hollywood (New Orleans), Inc.
Planet Hollywood (New York City), Inc.
Planet Hollywood (Orlando), Inc.
Planet Hollywood (Paris), Inc.
Planet Hollywood (Phoenix), Inc.
Planet Hollywood (Region I), Inc. [f/k/a Planet Hollywood
  (Miami), Inc.]
Planet Hollywood (Region II), Inc. [f/k/a Planet Hollywood
  (Atlanta), Inc.]
Planet Hollywood (Region III), Inc., [f/k/a Planet Hollywood
  (Washington), Inc.]
Planet Hollywood (Region IV), Inc.
Planet Hollywood (Region VI), Inc.
Planet Hollywood (Region VII), Inc. [f/k/a Planet Hollywood (San
  Diego), Inc.; successor by merger to Planet Hollywood (Beverly
  Hills), Inc.]
Planet Hollywood (Tel Aviv), Inc.
Planet Hollywood (Theatres), Inc.
Planet Hollywood (Warehouse), Inc.
Planet Hospitality Holdings, Inc.

All Star Cafe International, Inc.
All Star Cafe (New York), Inc.
Authentic All Star, Inc.
Official All Star Cafe, Inc.
Corner Enterprises, Inc.
EBCO Management, Inc.


                                        4
<PAGE>

                                   EXHIBIT "G"

                               FORM OF OPINION OF
                               BORROWER'S COUNSEL

                                March ____, 1998

The Lenders parties to the Credit Agreement hereinafter referred to

- - and -

SunTrust Bank, Central Florida, National Association, and The Bank of Nova
Scotia as Agents for the Lenders

      Re:   Amended and Restated Revolving Credit Agreement dated as of March
            _____, 1998, among Planet Hollywood International, Inc., SunTrust
            Bank, Central Florida, National Association, and The Bank of Nova
            Scotia, SunTrust Bank, Central Florida, National Association, as
            Administrative Agent thereunder and The Bank of Nova Scotia as
            Syndication Agent thereunder (the "Credit Agreement")

Ladies and Gentlemen:

      We have acted as counsel for Planet Hollywood International, Inc., a
Delaware corporation ("Borrower"), and the entities referred to in Exhibit "A"
(collectively, together with Borrower, the "Credit Parties"), in connection with
the preparation, negotiation, execution and delivery of the following documents
(collectively, the "Credit Documents"):

            1.  The Credit Agreement
            2.  The Revolving Credit Notes
            3.  The Subsidiary Guaranty Agreement
            4.  The Contribution Agreement
            5.  The Assignment and Acceptance Agreement
            6.  The Pledge Agreement and documents related thereto
                such as ________ stock powers
            7.  The Security Agreement and documents relating thereto such as
                UCC-1 Financing Statements
            8.  The Mortgage Documents

      This opinion is furnished pursuant to Section 5.1 of the Credit Agreement.
Capitalized terms used, and not otherwise defined herein, shall have the meaning
given such terms in the Credit Agreement.

      You have requested our opinion on matters hereinafter set forth:
<PAGE>

A. DOCUMENTS EXAMINED:

      As counsel to the Credit Parties, we have examined the original or a copy,
certified or otherwise identified to our satisfaction as a true copy, of each of
the following certificates, instruments and documents:

      1.    The Credit Documents;

      2.    The representations and warranties given by the Credit Parties in
            the Credit Documents and the certificates and other documents
            delivered by the officers of the Credit Parties thereunder;

      3.    Articles of Incorporation or Charter of each of the Credit Parties,
            in each case, certified by the Secretary of State of the State of
            incorporation;

      4.    Certificates of Good Standing with respect to each of the Credit
            Parties issued, in each case, by the Secretary of State of the State
            of incorporation;

      5.    Copies of the By-Laws and of the corporate resolutions authorizing
            the Credit Documents, in each case, certified by the Secretary or
            Assistant Secretary of the respective Credit Parties;

      6.    The certificate of (a) Thomas Avallone, the Executive Vice President
            of the Borrower and an officer of each of the other Credit Parties
            except Planet Hollywood (Region V), Inc., Karmalanne, Inc., Meant 2
            Be, Inc., Rocky Pit, Inc. and Ten Alps, Inc.; (b) Brian Hood,
            President of Planet Hollywood (Region V), Inc. and (c) Anne
            Vercheski, President of Karmalanne, Inc., Meant 2 Be, Inc., Rocky
            Pit, Inc. and Ten Alps, Inc.

      In our capacity as counsel to the Credit Parties, we have participated in
the negotiation and preparation of, and have assisted the Credit Parties in
their activities relative to, the transactions contemplated by, or referred to
in, the Credit Documents. Furthermore, we have examined such corporate documents
and records of the Credit Parties, and certificates and records of public
officials, and received such information and certificates from officers,
employees and representatives of the Credit Parties and have examined such other
documents, records and other instruments and made such investigations of law as
we have deemed necessary and relevant as the basis for this opinion.

B. OPINIONS:

      Based solely upon the foregoing and subject to the assumptions,
limitations, qualifications and exceptions hereinafter set forth, we are of the
following opinions:


                                      6
<PAGE>

            1. Each of the Credit Parties (a) is a corporation duly organized,
      validly existing and in good standing under the laws of the state of its
      incorporation, (b) has the corporate power and authority to own and
      operate its property and to conduct its business as now conducted, and (c)
      is duly qualified as a foreign corporation and in good standing under the
      laws of each jurisdiction where, to the best of our current actual
      knowledge, the ownership of its property or the conduct of its business
      requires such qualification and where, to the best of our current actual
      knowledge, the failure so to qualify would have a Materially Adverse
      Effect.

            2. Each of the Credit Parties has the corporate power and authority
      to conduct its business as now conducted and to make, deliver and perform
      the Credit Documents to which it is a party and has taken all necessary
      corporate action to authorize the execution, delivery and performance of
      such Credit Documents.

            3. No consent, approval or authorization of, or registration,
      declaration or filing with, any United States federal, state, local or
      other governmental authority is required to be obtained by the Credit
      Parties in connection with the execution, delivery, performance, validity
      or enforceability of the Credit Documents or the use of the proceeds of
      the Revolving Loans made under the Credit Agreement.

            4. The execution, delivery and performance by each of the Credit
      Parties of the Credit Documents to which it is a party do not and will not
      violate any existing Requirement of Law applicable to such Credit Party
      (including without limitation its certificate or articles of incorporation
      or its bylaws) or any of the listed Contractual Obligations (unless
      appropriate waivers of such violations have been obtained by the
      applicable Credit Party), or, to the best of our current actual knowledge,
      any other existing Contractual Obligation of such Credit Party (unless
      appropriate waivers of such violations have been obtained by the
      applicable Credit Party), and do not and will not result in the creation
      or imposition of any Lien on any of its properties or revenues pursuant to
      any existing Requirement of Law applicable to such Credit Party (including
      without limitation its certificate or articles of incorporation or its
      bylaws) or any of the Listed Contractual Obligations or, to the best of
      our current actual knowledge, any other existing Contractual Obligation of
      such Credit Party.

            5. Each of the Credit Parties has duly authorized, executed and
      delivered each Credit Document to which it is a party. Each of the Credit
      Documents constitutes the legal, valid and binding obligations of each of
      the Credit Parties


                                      7
<PAGE>

      that is a party thereto, enforceable against each such Credit Party in
      accordance with its terms.

            6. There is no litigation, investigation or proceeding of or before
      any court, tribunal, arbitrator or governmental authority pending or, to
      the best of our current actual knowledge, threatened by or against any of
      the Credit Parties or against any of their respective properties or
      revenues (a) with respect to the Credit Documents or any of the
      transactions contemplated thereby or (b) which, if adversely determined,
      would be reasonably expected to have a Materially Adverse Effect.

            7. None of the Credit Parties is an "investment company" or a
      company "controlled" by an "investment company" within the meaning of the
      Investment Company Act of 1940, or a "subsidiary company" of a "holding
      company" or an "affiliate" of a "holding company" or of a "subsidiary
      company" of a "holding company" within the meaning of the Public Utility
      Holding Company Act of 1935, as amended.

            8. The making of any Revolving Loans and/or Term Loans under the
      Credit Agreement and the application of the proceeds thereof as provided
      in the Credit Agreement do not violate Regulation G, T, U or X of the
      Board of Governors of the Federal Reserve System.

            9. The Borrower owns the percentage of the issued and outstanding
      common stock of the other Credit Parties as reflected on the attached
      Exhibit "A".

            10. We have counseled with the Credit Parties as to the matters in
      the Credit Documents and, with regard to Credit Parties, the legal
      significance of their representations and warranties contained therein,
      and in the course thereof, or otherwise, nothing has come to our attention
      which has caused us to conclude that any representation or warranty made
      by Borrower or any other Credit Party in any of the Credit Documents is
      inaccurate or incomplete.

C. ASSUMPTIONS:

      The opinions set forth above are subject to the following assumptions:

            1. That all documents submitted to us as originals are authentic and
      contain genuine signatures, other than those of the Credit Parties, and
      that all documents submitted to us as certified or photostatic copies
      conform to the original counterparts of such documents. In making our
      examination of the Credit Documents executed by individuals or entities
      other than the Credit Parties, we


                                        8
<PAGE>

      have assumed that each such individual or entity had the power to enter
      into and perform all its obligations thereunder and have also assumed the
      due authorization by each such entity of all requisite action and the due
      execution and delivery of such documents by each such individual or
      entity.

            2. That the Lenders and the Administrative Agent and the Syndication
      Agent, as the case may be, are qualified to enter into the Credit
      Documents and that said Credit Documents have been duly authorized,
      executed, and delivered by such parties to the extent required and
      constitute legal, valid and binding obligations of such parties,
      enforceable in accordance with their terms; and that the transactions
      contemplated by the Credit Documents comply with all statutory and
      regulatory provisions applicable to the Lenders and the Agent.

            3. That all funds disbursed to Borrower pursuant to the terms of the
      Credit Documents will be used by Borrower for the purposes provided in the
      Credit Agreement.

            4. That no addressees or their counsel are aware of any facts, laws,
      rules, regulations or ordinances of any State, local or municipal
      governmental or regulatory agencies that are contrary to, or cause them to
      doubt, the opinions expressed herein.

D. QUALIFICATIONS:

      The opinions expressed in this letter are based upon and subject to the
qualifications, limitations, and exceptions set forth below:

            1. The enforceability of the rights and remedies of any party to any
      instrument or document against any other party thereto may be subject to
      any applicable bankruptcy, insolvency, reorganization, arrangement,
      moratorium, fraudulent transfer or other similar laws affecting creditors'
      rights generally at the time in effect in the event of bankruptcy or
      insolvency of such other party or the applicability to such other party of
      such other laws affecting creditors' rights generally.

            2. We express no opinion that any particular provisions of any
      Credit Document will be enforceable by decree of specific performance or
      other equitable relief (including the availability of a deficiency
      judgment), or that the enforcement thereof may not be limited by defenses
      such as estoppel, waiver, and other equitable considerations (regardless
      of whether enforceability is considered in a proceeding in equity or at
      law).


                                        9
<PAGE>

            3. We express no opinion with respect to provisions in the Credit
      Documents authorizing unilateral or ex parte appointment of a receiver or
      provisions in which any Credit Party purports to waive statutory rights,
      the appointment of a receiver and the waiver of such rights being within
      the discretion of the court.

            4. Certain rights, remedies and waivers contained in the Credit
      Documents may be limited or rendered ineffective by applicable Florida
      laws or judicial decisions governing such provisions, but such laws and
      judicial decisions do not render the Credit Documents invalid as a whole,
      and, in the event of a material breach of a material covenant in the
      Credit Documents, the Lenders may exercise remedies that would be normally
      available to secured lenders.

            5. In rendering this opinion, we advise you that a Florida court may
      not strictly enforce certain covenants contained in the Credit Documents
      or allow acceleration of the maturity of the indebtedness evidenced by the
      Revolving Credit Notes if it concludes that such enforcement or
      acceleration would be unreasonable under the then existing circumstances.
      We do believe, however, that subject to the limitations expressed
      elsewhere in this opinion, enforcement or acceleration would be available
      if an event of default occurs as a result of a material breach of a
      material covenant contained in the Credit Documents.

            6. We express no opinion concerning the effect of emerging theories
      of lender liability on the validity or enforceability of the Credit
      Documents to the extent such validity or enforceability may be impaired or
      affected by conduct of Lenders or Agent. We express no opinion concerning
      the effect of a court recharacterizing the transactions contemplated by
      the Credit Documents based upon the relationship of the Lenders and the
      Credit Parties being other than debtor-creditor.

            7. We express no opinion as to the specific enforceability in regard
      to certain covenants and provisions of the Credit Documents where the
      Lenders' or the Agent's enforcement of such covenants or provisions under
      the circumstances, or in the manner, would violate the Lenders' or the
      Agent's implied covenant of good faith and fair dealing, or would be
      commercially unreasonably.

            8. We express no opinion concerning the enforceability of any
      provisions contained in the Credit Documents to the extent such
      enforceability is dependent upon recording said documents with the Florida
      Secretary of State or in any other jurisdiction. We have not verified such
      recording or filing.


                                       10
<PAGE>

            9. The effect of Florida law, which provides that when a contract
      permits one party to a contract to recover attorneys' fees, the prevailing
      party in any action to enforce any provision of the contract shall be
      entitled to recover its reasonable attorneys' fees.

            10. The enforceability under certain circumstances of provisions
      releasing a party from, or indemnifying a party against, liability for its
      own wrongful or negligent acts or where such release or indemnification is
      contrary to public policy.

            11. Limitations on the enforceability of a contract or any clause of
      a contract which the court finds to have been unconscionable at the time
      of enforcement or at the time it was made, or an unfair portion of an
      adhesion contract.

            12. We express no opinion as to the validity or enforceability of
      any provision of the Credit Documents that permits the Lenders or the
      Agent to collect a late charge or additional interest for late payment in
      the event of delinquency or default.

            13. We are licensed to practice law in the State of Florida. The
      opinions set forth herein are based solely on and are limited in all
      respects to the substantive laws of the State of Florida, the General
      Corporation Law of the State of Delaware, the corporation laws applicable
      to any of the Credit Parties organized and existing under the laws of
      states other than Florida and Delaware and the federal law of the United
      States in force and effect on the date hereof. Accordingly, we express no
      opinion as to matters governed by the laws of any other state or
      jurisdiction. We assume no obligation to supplement this opinion if any
      applicable laws change after the date hereof or if we become aware of any
      facts that might change the opinions expressed herein after the date
      hereof.

            14. Whenever an opinion with respect to existence or absence of
      facts is qualified by the phrase "to the best of our current actual
      knowledge," we have advised you only as to such knowledge as we have
      obtained from (a) certificates or written representations of the Credit
      Parties or their respective officers, directors or employees, (b)
      interviews with responsible employees of the Credit Parties, and lawyers
      presently in our firm whom we have determined are likely, in the ordinary
      course of their respective duties, to have knowledge of the transactions
      contemplated by the Credit Documents and the matters covered by this
      opinion, and (c) such other investigation as we have deemed necessary as a
      result of the preceding subparagraphs (a) and (b). Except as otherwise set
      forth above, for purposes of this opinion, we have not made an independent
      review of any


                                       11
<PAGE>

      contract or agreement which may have been executed by or which may now be
      binding upon the Credit Parties, nor have we undertaken to review our
      internal files or any files of the Credit Parties, relating to
      transactions to which the Credit Parties may be a party, or to discuss the
      Credit Parties' transactions or business with any other lawyers in our
      firm.

            15. This opinion has been made solely for the benefit of the
      Lenders, the Agent, and such parties' counsel, and is to be limited in its
      use to reliance by the Agent and Lenders in consummating the transactions
      contemplated by the Credit Documents and Agent's counsel in rendering its
      legal opinion to the Agent. This opinion may not be relied upon by any
      other party, nor may all or portions of this opinion be quoted, circulated
      or referred to in any other document, nor may copies be delivered to any
      other person, without the express prior written consent of this firm. The
      opinions expressed herein are limited to the matters set forth in this
      letter, and no other opinions should be inferred beyond the matters
      expressly stated.

      Credit Parties have authorized us to deliver this opinion to you as is
reflected in their letter to us which is attached hereto as Exhibit "B".

                                          Very Truly Yours,

                                          GRAY, HARRIS & ROBINSON, P.A.


                                       12
<PAGE>

                                   EXHIBIT "A"

                              MATERIAL SUBSIDIARIES

                                  See Attached.


                                       13
<PAGE>

                                   EXHIBIT "B"

                      AUTHORIZATION TO ISSUE LEGAL OPINION

                                  See Attached.


                                       14

<PAGE>

                                  EXHIBIT "H"

                        FORM OF JOINDER BY SUBSIDIARIES

                             JOINDER BY SUBSIDIARY

      The undersigned, being and constituting a Subsidiary of Planet Hollywood
International, Inc. ("PHI, Inc."), does hereby join in and agree to be bound by
all provisions applicable to such Subsidiary of that certain Amended and
Restated Revolving Credit Agreement (the "Credit Agreement"), dated as of March
____, 1998, by and between SunTrust Bank, Central Florida, National Association,
and The Bank of Nova Scotia, each individually and as Agent (the "Agent"), and
the other Lenders from time to time parties thereto and PHI, Inc. with joinder
by all existing Subsidiaries of PHI, Inc.

      The undersigned Subsidiary of PHI, Inc. hereby agrees to execute and
deliver to the Agent a Supplement to Guaranty Agreement in the form of Exhibit I
to the Credit Agreement and a Supplement to Contribution Agreement in the form
of Exhibit J to the Credit Agreement.

      Dated this _____ day of March, 1998.

ATTEST:                                   [NAME OF SUBSIDIARY]

______________________________            By:___________________________
Name:_________________________               Name:______________________
Title:________________________               Title:_____________________


                                       15
<PAGE>

                                   EXHIBIT "I"

                                     FORM OF
                                  SUPPLEMENT TO
                          SUBSIDIARY GUARANTY AGREEMENT

      THIS SUPPLEMENT TO SUBSIDIARY GUARANTY AGREEMENT (this "Supplement"),
dated as of _________________, 19__, made by _______________________, a
___________ corporation (whether one or more, collectively, the "Additional
Guarantor"), in favor of SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a
national banking association, in its capacity as Administrative Agent for
Lenders at any time parties to the Credit Agreement (as hereinafter defined)
(the "Administrative Agent") and each assignee thereof becoming a "Lender" as
provided therein (the "Lenders"; the Lenders and the Administrative Agent being
collectively referred to herein as the "Guaranteed Parties").

                              W I T N E S S E T H:

      WHEREAS, PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware corporation (the
"Borrower"), the Lenders and the Administrative Agent are parties to a Amended
and Restated Revolving Credit Agreement, dated as of March _____, 1998 (as the
same may hereafter be amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement") pursuant to which the Lenders have made
commitments to make loans to the Borrower;

      WHEREAS, certain Subsidiaries (the "Subsidiary Guarantors") of the
Borrower have executed and delivered a Subsidiary Guaranty Agreement dated as of
March ____, 1998(the "Subsidiary Guaranty") pursuant to which the Subsidiary
Guarantors have agreed to guarantee all of the obligations of the Borrower under
the Credit Agreement and the other Credit Documents (as defined in the Credit
Agreement);

      WHEREAS, the Borrower, the Subsidiary Guarantors and the Additional
Guarantor share an identity of interests as members of a consolidated group of
companies engaged in substantially similar businesses; the Borrower provides
certain centralized financial, accounting and management services to the
Additional Guarantor; the making of the loans will facilitate expansion and
enhance the overall financial strength and stability of the Borrower's corporate
group, including the Additional Guarantor; and by virtue of intercompany
advances and loans, the financial accommodations to the Borrower under the
Credit Agreement shall inure to the direct and material benefit of the
Additional Guarantor; and
<PAGE>

      WHEREAS, it is a condition subsequent to the Lenders', obligation to make
Loans to the Borrower under the Credit Agreement that the Additional Guarantor
execute and deliver to the Administrative Agent this Supplement, and the
Additional Guarantor desires to execute and deliver this Supplement to satisfy
such condition subsequent;

      NOW, THEREFORE, in consideration of the premises and in order to induce
the Lenders to make the Loans to the Borrower under the Credit Agreement, the
Additional Guarantor hereby agrees as follows:

      1. Defined Terms. Capitalized terms not otherwise defined herein which are
used in the Subsidiary Guaranty are used herein with the meanings given to such
terms in the Subsidiary Guaranty and any capitalized terms not otherwise defined
herein which are used in the Credit Agreement are used herein with the meanings
given to such terms in the Credit Agreement.

      2. Additional Guarantor. The Additional Guarantor agrees that it shall be
and become a Guarantor for all purposes of the Subsidiary Guaranty and shall be
fully liable thereunder to the Administrative Agent and the other Guaranteed
Parties to the same extent and with the same effect as though the Additional
Guarantor had been one of the Guarantors originally executing and delivering the
Subsidiary Guaranty. Without limiting the foregoing, the Additional Guarantor
hereby jointly and severally (with respect to the guaranties made by the
Subsidiary Guarantors under the Subsidiary Guaranty), irrevocably and
unconditionally, guarantees the punctual and full payment when due, whether at
stated maturity by acceleration or otherwise, of all Loans and all other
Obligations owing by the Borrower to the Lenders and the Administrative Agent,
or any of them, jointly or severally, under the Credit Agreement, the Notes and
the other Credit Documents, including all renewals, extensions, modifications
and refinancings thereof, now or hereafter owing, whether for principal,
interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket
expenses (including reasonable attorneys' fees actually incurred and reasonable
out-of-pocket expenses whether suit be brought or not, including reasonable
attorneys' fees, costs and expenses if an appeal is taken) incurred by the
Administrative Agent or any other Guaranteed Party in enforcing any rights under
the Subsidiary Guaranty (as supplemented hereby), subject, however, to the
limitations expressly provided in the Subsidiary Guaranty in Section 15 thereof.
All references in the Subsidiary Guaranty to "Guarantors" or any "Guarantor",
shall be deemed to include and to refer to the Additional Guarantor.


                                       17
<PAGE>

      3.    Governing Law; Submission to Jurisdiction; Full Faith
and Credit; Waiver of Jury Trial.

            (a) THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF).

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT,
THE SUBSIDIARY GUARANTY OR OTHERWISE RELATED HERETO MAY BE BROUGHT IN THE
CIRCUIT COURT OF ORANGE COUNTY OF THE STATE OF FLORIDA OR IN THE DISTRICT COURT
OF THE UNITED STATES OF AMERICA FOR THE MIDDLE DISTRICT OF FLORIDA, AND, BY
EXECUTION AND DELIVERY OF THIS SUPPLEMENT, THE ADDITIONAL GUARANTOR HEREBY
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE
AFORESAID COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS RIGHTS OR THE RIGHTS
OF THE AGENT OR OTHER GUARANTEED PARTIES WITH RESPECT TO THIS SUPPLEMENT, THE
SUBSIDIARY GUARANTY OR ANY DOCUMENT RELATED HERETO. THE ADDITIONAL GUARANTOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS SUPPLEMENT, THE
SUBSIDIARY GUARANTY OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF SUCH AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ADDITIONAL
GUARANTOR IN ANY OTHER JURISDICTION.

            (c) TO THE EXTENT THAT ANY GUARANTEED PARTY OBTAINS ANY JUDGMENT
AGAINST THE ADDITIONAL GUARANTOR UNDER THIS SUPPLEMENT AND THE SUBSIDIARY
GUARANTY, THE ADDITIONAL GUARANTOR DOES HEREBY AGREE THAT SUCH JUDGMENT SHALL BE
ENTITLED TO "FULL FAITH AND CREDIT" WITH THE SAME FORCE AND EFFECT AS IF SUCH
JUDGMENT WAS RENDERED AGAINST SUCH ADDITIONAL GUARANTOR BY A COURT OR OTHER
TRIBUNAL LOCATED IN THE DOMICILE OF SUCH ADDITIONAL GUARANTOR, IF DIFFERENT FROM
THAT IN WHICH SUCH JUDGMENT IS RENDERED. THE ADDITIONAL GUARANTOR HEREBY AGREES
TO THE VALIDITY AND ENFORCEABILITY OF ANY SUCH JUDGMENT AND SHALL NOT SEEK TO
CHALLENGE OR "GO BEHIND" THE FACE OF SUCH JUDGMENT.

            (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ADDITIONAL
GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES
ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR IN CONNECTION WITH THIS SUPPLEMENT, THE SUBSIDIARY GUARANTY OR ANY OTHER
CREDIT DOCUMENT OR ANY MATTER ARISING IN CONNECTION HEREUNDER OR THEREUNDER.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTEED PARTIES TO EXTEND
CREDIT TO OR OTHERWISE BECOME OR REMAIN A CREDITOR OF THE BORROWER. FURTHER,
GUARANTORS HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF THE GUARANTEED
PARTIES NOR ANY COUNSEL FOR THE GUARANTEED PARTIES HAS REPRESENTED,


                                       18
<PAGE>

EXPRESSLY OR OTHERWISE, THAT THE GUARANTEED PARTIES WOULD NOT, IN THE EVENT OF
SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT OF JURY TRIAL PROVISION.
NO REPRESENTATIVE OR AGENT OF THE GUARANTEED PARTIES NOR COUNSEL FOR THE
GUARANTEED PARTIES HAS THE AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS
PROVISION.

      IN WITNESS WHEREOF, the Additional Guarantor has caused this Supplement to
be duly executed and delivered under seal by its duly authorized officers as of
the date first above written.

Address for Notices:          ADDITIONAL GUARANTOR:

                                    ____________________________
_______________________
_______________________
_______________________             By:_______________________________
                                       Name:__________________________
                                       Title:_________________________

                                    Attest:___________________________
                                            Name:_____________________
                                           Title:_____________________


                                       19
<PAGE>

                                   EXHIBIT "J"

                                     FORM OF
                      SUPPLEMENT TO CONTRIBUTION AGREEMENT

      SUPPLEMENT NO. __ dated as of ____________________, 19__, to the
CONTRIBUTION AGREEMENT dated as of March ____, 1998(the "Contribution
Agreement") by and among PLANET HOLLYWOOD INTERNATIONAL, INC., a Delaware
corporation ("the Borrower"), each of the subsidiaries of the Borrower party
thereto (together with any successors, referred to herein individually as a
"Guarantor" and collectively as "Guarantors") and SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative
Agent") for the Lenders parties to the Amended and Restated Revolving Credit
Agreement dated as of March ____, 1998, among the Borrower, the Lenders and the
Administrative Agent (as amended, modified or supplemented from time to time,
the "Credit Agreement"; capitalized terms used herein but not otherwise defined
herein have the meanings assigned to such terms in the Credit Agreement or the
Contribution Agreement, as the case may be).

            Guarantors have entered into the Contribution Agreement in order to
induce the Lenders to make the Loans. Pursuant to Section 7.10 of the Credit
Agreement, each Material Subsidiary incorporated in the United States that was
not in existence or not a Material Subsidiary or incorporated in the United
States on the date thereof is required to enter into the Contribution Agreement
as a Guarantor upon becoming a Material Subsidiary of the Borrower incorporated
in the United States. Section 14 of the Contribution Agreement provides that
additional Subsidiaries of the Borrower may become Guarantors under the
Contribution Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned ("New Guarantor") is a Subsidiary of the
Borrower incorporated in the United States and is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Guarantor
under the Contribution Agreement in order to induce the Lenders to make
additional Loans and as consideration for the Loans previously made.

      Accordingly, Administrative Agent and New Guarantor agree as
follows:

      SECTION 1. Joinder to Contribution Agreement. In accordance with Section
14 of the Contribution Agreement, New Guarantor by its signature below becomes a
Guarantor under the Contribution Agreement with the same force and effect as if
originally named therein as a Guarantor, and New Guarantor hereby agrees to all
the terms and provisions of the Contribution Agreement applicable to it as a
Guarantor thereunder. Each reference to a "Guarantor" in the Contribution
Agreement shall be deemed to include New Guarantor. The Contribution Agreement
is
<PAGE>

hereby incorporated herein by reference.

      SECTION 2. Enforceability. This Supplement has been duly authorized,
executed and delivered by New Guarantor and constitutes a legal, valid and
binding obligation of New Guarantor, enforceable against it in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).

      SECTION 3. Counterparts. This Supplement and any amendments, waivers,
consents or supplements may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument.

      SECTION 4. Effective Date. This Supplement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto, and written or
telephonic notification of such execution and authorization of delivery thereof
has been received by New Guarantor and Administrative Agent.

      SECTION 5. Ratification of Contribution Agreement. Except as expressly
supplemented hereby, the Contribution Agreement shall remain in full force and
effect.

      SECTION 6. CHOICE OF LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

      SECTION 7. Severability. In case any provision in or obligation under this
Supplement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

      SECTION 8. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 16 of the Contribution Agreement. All
communications and notices hereunder to New Guarantor shall be given to it at
the address set forth under its signature.

      SECTION 9. Fees and Expenses. New Guarantor agrees to reimburse
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, disbursements and other
charges of counsel for Administrative Agent, whether suit be brought or not, and
all reasonable attorneys' fees, costs and expenses if an appeal is


                                       21
<PAGE>

taken.

      IN WITNESS WHEREOF, New Guarantor and Administrative Agent have duly
executed this Supplement to Contribution Agreement as of the day and year first
above written.

                                    NEW GUARANTOR:

                                    _________________________________

                                    By:______________________________
                                       Name:_________________________
                                       Title:________________________

                                    Address: _________________________
                                    _________________________________
                                    _________________________________

                                    ADMINISTRATIVE AGENT:

                                    SUNTRUST BANK, CENTRAL FLORIDA,
                                    NATIONAL ASSOCIATION, as
                                    Administrative Agent

                                    By:______________________________
                                       Name:_________________________
                                       Title:________________________


                                       22
<PAGE>

                                    EXHIBIT K

                 LEGAL DESCRIPTION OF HEADQUARTERS REAL PROPERTY

BEGIN at the most Westerly corner of Block "A", as shown on SOUTHPARK UNIT FOUR,
as recorded in Plat Book 20, Page 137, Public Records of Orange County, Florida;
thence run North 44 degrees 32 minutes 05 seconds East 285.07 feet along the
Westerly boundary of said Block "A"; thence run North 14 degrees 31 minutes 46
seconds East 775.29 feet to the Northwest corner of said Block "A"; thence run
North 89 degrees 25 minutes 24 seconds East 163.55 feet along the Northerly
boundary of said Block "A" to the beginning of a tangent curve concave
Southwesterly, having a radius of 566.20 feet and an intersection angle of 79
degrees 32 minutes 29 seconds; thence run Southeasterly 786.03 feet along the
arc of said curve and said Northerly boundary to the end of said curve; thence
run South 11 degrees 02 minutes 07 seconds East 25.00 feet along the Easterly
boundary of said Block "A" to a 4" X 4" concrete monument with disc stamped "LS
1585 LS 1819" LS 3186"; thence run South 78 degrees 57 minutes 53 seconds West
466.65 feet to a 4" X 4" concrete monument with disc stamped "LS 1585 LS 1819"
LS 3186", said 4" X 4" concrete monument being on a nontangent curve concave
Westerly and having a radius of 1000.00 feet; thence from a tangent bearing of
South 00 degrees 11 minutes 01 seconds East, run Southerly 410.34 feet along the
arc of said curve through a central angle of 23 degrees 30 minutes 39 seconds to
a 4" X 4" concrete monument with disc stamped "LS 1585 LS 1819" LS 3186" at the
end of said curve; thence run South 11 degrees 30 minutes 00 seconds West 50.00
feet to a 4" X 4" concrete monument with disc stamped "LS 1585 LS 1819" LS 3186"
being on the Northerly right-of-way line of Commodity Circle as shown on the
aforesaid plat of SOUTHPARK UNIT FOUR, said Northerly right-of-way line being a
nontangent curve concave Southerly and having a radius of 450.04 feet; thence
from a tangent bearing of North 78 degrees 30 minutes 20 seconds West, run
Westerly 405.00 feet along the arc of said curve and said Northerly right-of-way
line though a central angle of 51 degrees 33 minutes 42 seconds to the most
Easterly corner of Block "B" as shown on said SOUTHPARK UNIT FOUR; thence run
North 45 degrees 27 minutes 55 seconds West 56.99 feet to the most Northerly
corner of said Block "B"; thence run South 44 degrees 32 minutes 05 seconds West
22.00 feet to the most Westerly corner of said Block "B"; thence run North 45
degrees 27 minutes 55 seconds West 195.06 feet to the Point of Beginning.

CONTAINING: 13.937 Acres, more or less.


                                       23
<PAGE>

                                   EXHIBIT "L"

                          [Form of Security Agreement]

<PAGE>
                                                                     Exhibit 4.6

                                                                  EXECUTION COPY

================================================================================

                      PLANET HOLLYWOOD INTERNATIONAL, INC.

                     12% SENIOR SUBORDINATED NOTES DUE 2005
                                    INDENTURE

                           Dated as of March 25, 1998

                    UNITED STATES TRUST COMPANY OF NEW YORK,

                                     Trustee

================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE*

TIA Section                                                 Indenture Section

310(a)(1) ...............................................................7.10
(a)(2)...................................................................7.10
(a)(3)...................................................................N.A.
(a)(4) ..................................................................N.A.
(a)(5)...................................................................7.10
(i)(b)...................................................................7.10
(ii)(c) .................................................................N.A.
311 (a)..................................................................7.11
(b)......................................................................7.11
(iii)(c).................................................................N.A.
312 (a)..................................................................2.05
(b).....................................................................10.03
(iv)(c..................................................................10.03
313(a)...................................................................7.06
(b)(2)...................................................................7.07
(v)(c)............................................................7.06; 10.02
(vi)(d)..................................................................7.06
314(a)............................................................4.03; 10.02
(c)(1)..................................................................10.04
(c)(2)..................................................................10.04
(c)(3)...................................................................N.A.
(vii)(e)................................................................10.05
(f)........................................................................NA
315 (a)..................................................................7.01
(b)...............................................................7.05, 10.02
(A)(c)...................................................................7.01
(d)......................................................................7.01
(e)......................................................................6.11
316 (a)(last  sentence)..................................................2.09
(a)(1)(A)................................................................6.05
(a)(1)(B)................................................................6.04
(a)(2)..................................................................N. A.
(b)......................................................................6.07
(B)(c)...................................................................2.12
317(a)(1)................................................................6.08
(a)(2)...................................................................6.09
(b)......................................................................2.04
318 (a).................................................................10.01
(b).....................................................................N. A.
(c) ....................................................................10.01
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.
<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE .........................
Section 1.01. Definitions......................................................
Section 1.02. Other Definitions. ..............................................
Section 1.03. Incorporation by reference of trust indenture act................
Section 1.04. Rules of Construction............................................

ARTICLE 2. THE NOTES...........................................................
Section 2.01. Form and Dating..................................................
Section 2.02. Execution and Authentication.....................................
Section 2.03. Registrar and Paying Agent . ....................................
Section 2.04. Paying Agent to Hold Money in Trust .............................
Section 2.05. Holder Lists.....................................................
Section 2.06. Transfer and Exchange............................................
Section 2.07. Replacement Notes................................................
Section 2.08. Outstanding Notes................................................
Section 2.09. Treasury Notes..................................................
Section 2.10. Temporary Notes..................................................
Section 2.11. Cancellation.....................................................
Section 2.12. Defaulted Interest...............................................

ARTICLE 3. REDEMPTION AND PREPAYMENT
Section 3.01. Notices to Trustee...............................................
Section 3.02. Selection of Notes to Be Redeemed................................
Section 3.03. Notice of Redemption.............................................
Section 3.04. Effect of Notice of Redemption...................................
Section 3.05. Deposit of Redemption Price......................................
Section 3.06. Notes Redeemed in Part...........................................
Section 3.07. Optional Redemption..............................................
Section 3.08. Mandatory Redemption.............................................
Section 3.09. Offer to Purchase by Application of Excess Proceeds..............
Section 3.10. REDEMPTION PURSUANT TO GAMING LAW................................

ARTICLE 4. COVENANTS...........................................................
Section 4.01. Payment of Notes.................................................
Section 4.02. Maintenance of Office or Agency..................................
Section 4.03. Reports..........................................................
Section 4.04. Compliance Certificate...........................................
Section 4.05. Taxes ...........................................................
Section 4.06. Stay, Extension and Usury Laws...................................
Section 4.07. Restricted Payments..............................................
Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries...
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.......
Section 4.10. Asset Sales......................................................
Section 4.11. Transactions with Affiliates.....................................
Section 4.12. Liens............................................................
Section 4.13. Corporate Existence..............................................
Section 4.14. Offer to Repurchase Upon Change of Control.......................
Section 4.15. Payments for Consent.............................................


                                       iii
<PAGE>

ARTICLE 5. SUCCESSORS..........................................................
Section 5.01. Merger, Consolidation, or Sale of Assets.........................
Section 5.02. Successor Corporation Substituted................................

ARTICLE 6. DEFAULTS AND REMEDIES...............................................
Section 6.01. Events of Default................................................
Section 6.02. Acceleration.....................................................
Section 6.03. Other Remedies...................................................
Section 6.04. Waiver of Past Defaults..........................................
Section 6.05. Control by Majority..............................................
Section 6.06. Limitation on Suits..............................................
Section 6.07. Rights of Holders of Notes to Receive Payment....................
Section 6.08. Collection Suit by Trustee.......................................
Section 6.09. Trustee May File Proofs of Claim.................................
Section 6.10. Priorities.......................................................
Section 6.11. Undertaking for Costs............................................

ARTICLE 7. TRUSTEE.............................................................
Section 7.01. Duties of Trustee................................................
Section 7.02. Rights of Trustee................................................
Section 7.03. Individual Rights of Trustee.....................................
Section 7.04. Trustee's Disclaimer.............................................
Section 7.05. Notice of Defaults...............................................
Section 7.06. Reports by Trustee to Holders of the Notes.......................
Section 7.07. Compensation and Indemnity.......................................
Section 7.08. Replacement of Trustee...........................................
Section 7.09. Successor Trustee by Merger, etc ................................
Section 7.10. Eligibility; Disqualification....................................
Section 7.11. Preferential Collection of Claims Against Company................

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................
Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.........
Section 8.02. Legal Defeasance and Discharge...................................
Section 8.03. Covenant Defeasance..............................................
Section 8.04. Conditions to Legal or Covenant Defeasance.......................
Section 8.05. Deposited Money and Government Securities to be Held
              in Trust; Other Miscellaneous Provisions.........................
Section 8.06. Repayment to Company.............................................
Section 8.07. Reinstatement....................................................

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER....................................
Section 9.01. Without Consent of Holders of Notes..............................
Section 9.02. With Consent of Holders of Notes.................................
Section 9.03. Compliance with Trust Indenture Act..............................
Section 9.04. Revocation and Effect of Consents................................
Section 9.05. Notation on or Exchange of Notes.................................
Section 9.06. Trustee to Sign Amendments, etc .................................

ARTICLE 10. MISCELLANEOUS......................................................
Section 10.01. Trust Indenture Act Controls....................................
Section 10.02. Notices.........................................................
Section 10.03. Communication by Holders of Notes with Other


                                       iv
<PAGE>

               Holders of Notes................................................
Section 10.04. Certificate and Opinion as to Conditions Precedent..............
Section 10.05. Statements Required in Certificate or Opinion...................
Section 10.06. Rules by Trustee and Agents.....................................
Section 10.07. No Personal Liability of Directors, Officers, Employees
                and Stockholders...............................................
Section 10.08. Governing Law...................................................
Section 10.09. No Adverse Interpretation of Other Agreements...................
Section 10.10. Successors......................................................
Section 10.11. Severability....................................................
Section 10.12. Counterpart Originals...........................................
Section 10.13. Table of Contents, Headings, etc................................

ARTICLE 11. SUBORDINATION .....................................................
Section 11.01. Agreement To Subordinate........................................
Section 11.02. Liquidation; Dissolution; Bankruptcy............................
Section 11.03. Default On Designated Senior Indebtedness.......................
Section 11.04. Acceleration of notes...........................................
Section 11.05. When distribution must be paid over.............................
Section 11.06. Notice By The Company...........................................
Section 11.07. Subrogation.....................................................
Section 11.08. Relative Rights.................................................
Section 11.09. Subordination May Not Be Impaired By The Company................
Section 11.10. Distribution Or Notice To Representative........................
Section 11.11. Rights Of Trustee And Paying Agent..............................
Section 11.12. Authorization To Effect Subordination...........................
Section 11.13. Payment.........................................................

EXHIBITS
Exhibit A-1 FORM OF NOTE
Exhibit A-2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B FORM OF CERTIFICATE OF TRANSFER
Exhibit C FORM OF CERTIFICATE OF EXCHANGE


                                        v
<PAGE>

            INDENTURE dated as of March 25, 1998 between Planet Hollywood
International, Inc., a Delaware corporation (the "Company"), and United States
Trust Company of New York, a New York corporation, as trustee (the "Trustee").

            The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 12% Senior
Subordinated Notes due 2005 (the "Initial Notes") and the 12% Senior
Subordinated Notes due 2005 to be issued in exchange for such Initial Notes in
the Exchange Offer (the "Exchange Notes" and, together with the Initial Notes,
the  "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

            "144A Global Note" means a global note in the form of Exhibit A-I
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

            "Accredited Investor Global Note" means a global note in the form of
Exhibit A-I hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be initially issued in a denomination equal
to $0, but will thereafter be revised to represent the outstanding principal
amount of the Notes transferred to Institutional Accredited Investors.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

            "Agent" means any Registrar, Paying Agent or co-registrar.

            "Aladdin Gaming" means the joint venture between the Company and
Aladdin Gaming LLC to construct, own and operate a music-themed hotel, casino
and entertainment center as part of a complex at the center of Las Vegas
Boulevard in Las Vegas, Nevada.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer or
exchange.

            "Asset Sale" means (a) the sale, lease, conveyance or other
disposition of any assets or rights (including by way of a sale and leaseback),
excluding sales of inventory and
<PAGE>

licensing of intellectual property in the ordinary course of business (provided,
however, that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole will be governed by Section 4.14 and/or Section 5.01 hereof and
not by Section 4.10 hereof), and (b) the issue or sale by the Company or any of
its Restricted Subsidiaries of Equity Interests of any of the Restricted
Subsidiaries (other than directors' qualifying shares), in the case of either
clause (a) or (b), whether in a single transaction or a series of related
transactions (i) that have a fair market value in excess of $1.0 million or (ii)
for net proceeds in excess of $1.0 million. Notwithstanding the foregoing, (A) a
transfer of assets by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary, (B) an issuance
of Equity Interests by a Restricted Subsidiary to the Company or to another
Restricted Subsidiary, (C) a Permitted Investment or a Restricted Payment that
is permitted by Section 4.07 and (D) Permitted Asset Swaps will not be deemed to
be Asset Sales for purposes of Section 3.09.

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (i)
the sum of the products of numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

            "Board of Directors" means the Board of Directors of the Company, or
any authorized committee of the Board of Directors.

            "Broker Dealer" has the meaning set forth in the Registration Rights
Agreement.

            "Business Day" means any day other than a Legal Holiday.

            "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

            "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

            Cash Equivalents" means (a) United States dollars, (b) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition, (c) certificates of deposit
and eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case with any domestic commercial bank
having capital and surplus in excess of $500 million and a Keefe Bank


                                        2
<PAGE>

Watch Rating of "B" or better, (d) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses
(b) and (c) above entered into with any financial institution meeting the
qualifications specified in clause (c) above and (d) commercial paper having the
highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Corporation and in each case maturing within six months after the date of
acquisition.

            "Cedel" means Cedel Bank, SA.

            "Change of Control" means the occurrence of any of the following:
(a) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole to any "person" or "group" (as such terms are used
in Section 13(d)(3) of the Exchange Act) (whether or not otherwise in compliance
with this Indenture) other than to a Permitted Holder; (b) the adoption of a
plan relating to the liquidation or dissolution of the Company; (c) the
consummation of any transaction (including any merger or consolidation) the
result of which is that any "person" or "group" (as such terms are used in
Section 13(d)(3) of the Exchange Act), other than a Permitted Holder or any
underwriters in connection with an underwritten public offering, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), directly or indirectly, of more than 35% of the then
outstanding Voting Stock of the Company on a fully-diluted basis; provided,
however, that the Permitted Holders beneficially own (as defined above),
directly or indirectly, in the aggregate a lesser percentage of the total voting
power of the Voting Stock of the Company than such "person" or "group" and do
not have the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors; or (d) the first
day on which more than a majority of the members of the Board of Directors of
the Company are not Continuing Directors.

            "Company" means Planet Hollywood International, Inc., a Delaware
corporation, and any and all successors thereto.

            "Consolidated Cash Flow" means, with respect to any Person for any
period, the sum of Consolidated Net Income plus Fixed Charges of such Person for
such period plus, to the extent deducted or excluded in calculating Consolidated
Net Income for such period, (a) an amount equal to any extraordinary loss plus
any net loss realized in connection with an Asset Sale, (b) provision for taxes
based on income or profits of such Person and its Restricted Subsidiaries, (c)
depreciation and amortization (including amortization of goodwill and other
intangibles and amortization of pre-opening expenses but excluding amortization
of other prepaid cash expenses that were paid in a prior period) of such Person
and its Restricted Subsidiaries, and (d) all other non-cash charges of such
Person and its Restricted Subsidiaries except to the extent such non-cash
charges are in contemplation of or in connection with future cash obligations,
in each case, on a consolidated basis and determined in accordance with GAAP.

            "Consolidated Net Assets" means the total assets of the Company
determined on a consolidated basis in accordance with GAAP, less current
liabilities except for notes payable and current maturities of long-term
Indebtedness, including current portions payable of Capital Lease Obligations.

            "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a


                                        3
<PAGE>

consolidated basis, determined in accordance with GAAP; provided, however, that
(a) the Net Income (but not loss) of any Person (other than the referent Person)
that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid in cash to the referent Person or a Restricted
Subsidiary thereof, (b) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, (c) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded and (d) the cumulative effect of a change in accounting principles
shall be excluded.

            "Consolidated Net Worth" means, with respect to any Person as of any
date, the total of the amounts shown on the balance sheet of such Person and its
consolidated Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP, as of the end of such Person's most recent fiscal quarter
ending at least 45 days prior to the taking of any action for the purpose of
which the determination is being made, as (i) the par or stated value of all
outstanding Capital Stock of such person plus (ii) paid-in capital or capital
surplus relating to such Capital Stock plus (iii) any retained earnings or
earned surplus less (A) any accumulated deficit and (B) any amounts attributable
to Disqualified Stock.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
on the date of this Indenture or (b) was nominated for election to the Board of
Directors with the approval of at least two-thirds of the Continuing Directors
who were members of the Board of Directors at the time of such nomination or
election.

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 10.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "Credit Agreement" means that certain Credit Agreement, dated as of
September 24, 1997, by and between the Company, SunTrust Bank, Central Florida,
N.A. and certain other lenders, providing for up to $20.0 million of term loan
borrowings, up to $100.0 million of revolving credit borrowings and up to $35.0
million of leveraged lease borrowings, and including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, in each case, as amended, extended, renewed, restated,
supplemented or otherwise modified (in whole or in part, and without limitation
as to amount, terms, conditions, covenants and other provisions) from time to
time, and any agreement (and related document) governing Indebtedness incurred
to Refinance, in whole or in part, the borrowings and commitments then
outstanding or permitted to be outstanding under such Credit Agreement or a
successor Credit Agreement, whether by the same or any other lender or group of
lenders.

            "Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.


                                        4
<PAGE>

            "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A-1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.


                                        5
 <PAGE>

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "Designated Senior Indebtedness" means (i) any Indebtedness
outstanding under the Credit Agreement and (ii) any other Senior Indebtedness of
the Company which, at the date of determination, has an aggregate principal
amount outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $10.0 million and is specifically
designated by the Company in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable), or upon the happening of any event, matures (other than as a
result of a "change of control" or asset sale) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the Holder thereof (other than as a result of a "change of control" or
asset sale), in whole or in part, on or prior to the date that is 91 days after
the date on which the Notes mature.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Exchange Notes" means the Exchange Notes to be issued in the
Exchange Offer pursuant to Section 2.06(e) hereof.

            "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

            "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

            "Existing Affiliate Obligations" means obligations existing on, or
pursuant to an agreement in effect on, the date of this Indenture of the Company
and its Restricted Subsidiaries with Affiliates of the Company or its Restricted
Subsidiaries and any amendments thereto that do not adversely affect the rights
of the holders of Notes (as determined by resolution of the disinterested
members of the Board of Directors of the Company), until such obligations are
extinguished.

            "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

            "Existing Joint Ventures" means Aladdin Gaming, Official All Star
Hotel, Planet Hollywood Hotel and Planet Movies.


                                        6

<PAGE>

            "Fixed Charges" means, with respect to any Person for any period,
the sum, without duplication, of (a) the consolidated interest expense of such
Person and its Restricted Subsidiaries for such period (including amortization
of debt issuance costs and original issue discount, non-cash interest payments,
the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), (b) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period, (c) any
interest expense on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of
such Person or one of its Restricted Subsidiaries (whether or not such guarantee
or Lien is called upon) and (d) the product of (i) all dividend payments,
whether or not in cash, on any series of preferred stock of such Person or any
of its Restricted Subsidiaries, other than dividend payments on Equity Interests
payable solely in Equity Interests of the Company, times (ii) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

            "Fixed Charge Coverage Ratio" means, with respect to any Person for
any period, the ratio of the Consolidated Cash How of such Person for such
period to the Fixed Charges of such Person for such period; provided, however,
that (a) if the Company or any Restricted Subsidiary has Incurred any
Indebtedness since the beginning of such period that remains outstanding or if
the transaction giving rise to the need to calculate the Fixed Charge Coverage
Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash Flow and
Fixed Charges for such period shall be calculated after giving effect on a pro
forma basis to such Indebtedness as if such Indebtedness had been Incurred on
the first day of such period and the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period,
(b) if the Company or any Restricted Subsidiary has repaid, repurchased,
defeased or otherwise discharged any Indebtedness since the beginning of such
period or if any Indebtedness is to be repaid, repurchased, defeased or
otherwise discharged (in each case other than Indebtedness Incurred under any
revolving credit facility unless such Indebtedness has been permanently repaid
and has not been replaced) on the date of the transaction giving rise to the
need to calculate the Fixed Charge Coverage Ratio, Consolidated Cash Flow and
Fixed Charges for such period shall be calculated on a pro forma basis as if
such discharge had occurred on the first day of such period and as if the
Company or such Restricted Subsidiary has not earned the interest income
actually earned during such period in respect of cash used to repay, repurchase,
defease or otherwise discharge such Indebtedness, (c) if since the beginning of
such period the Company or any Restricted Subsidiary shall have made any Asset
Sale, the Consolidated Cash Flow for such period shall be reduced by an amount
equal to the Consolidated Cash Flow (if positive) directly attributable to the
assets which are the subject of such Asset Sale for such period, or increased by
an amount equal to the Consolidated Cash Flow (if negative), directly
attributable thereto for such period and Fixed Charges for such period shall be
reduced (without duplication of reducing made pursuant to clause (b) above) by
an amount equal to the Fixed Charges directly attributable to any Indebtedness
of the Company or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing Restricted
Subsidiaries in connection with such Asset Sale for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold in whole but not in part, the
Fixed Charges for such period directly attributable to the Indebtedness of such
Restricted Subsidiary to the extent the Company and its continuing Restricted
Subsidiaries


                                        7
<PAGE>

are no longer liable for such Indebtedness after such sale), (d) if since the
beginning of such period the Company or any Restricted Subsidiary (by merger or
otherwise) shall have made an investment in any Restricted Subsidiary (or any
person which becomes a Restricted Subsidiary) or an acquisition of assets,
including any acquisition of assets occurring in connection with a transaction
requiring a calculation to be made hereunder, which constitutes all or
substantially all of an operating unit of a business, Consolidated Cash Flow and
Fixed Charges for such period shall be calculated after giving pro forma effect
thereto (including the Incurrence of any Indebtedness) as if such Investment or
acquisition occurred on the first day of such period, (e) if since the beginning
of such period any Person (that subsequently became a Restricted Subsidiary or
was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period) shall have made any Asset Sale, any Investment or
acquisition of assets that would have required an adjustment pursuant to clause
(c) or (d) above if made by the Company or a Restricted Subsidiary during such
period, Consolidated Cash Flow and Fixed Charges for such period shall be
calculated after giving pro forma effect thereto as if such Asset Sale,
Investment or acquisition occurred on the first day of such period. For purposes
of this definition, whenever pro forma effect is to be given to an acquisition
of assets, the amount of income or earnings relating thereto and the amount of
Fixed Charges associated with any Indebtedness Incurred in connection therewith,
the pro forma calculations shall be determined in good faith by the principal
financial officer of the Company in compliance with Regulation S-X under the
Securities Act. If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest of such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Hedging
Obligations applicable to such Indebtedness if such Interest Rate Agreement has
a remaining term in excess of 12 months) and (f) the Fixed Charges attributable
to discontinued operations, as determined in accordance with GAAP, shall be
excluded, but only to the extent that the obligations giving rise to such Fixed
Charges will not be obligations of the referent Person or any of its Restricted
Subsidiaries following the date of determination.

             "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture.

            Gaming Authority" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States or foreign government, any state, province or any city or
other political subdivision, whether now or hereafter existing, or any officer
or official thereof, including, the Nevada Gaming Commission, the Nevada State
Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, with
authority to regulate any gaming operation (or proposed gaming operation) owned,
managed or operated by the Company or any of its Subsidiaries.

             "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A-I and A-2 hereto issued in accordance with Section 2.01, 2.06(b)(iv)
or 2.06(e) hereof.

             "Global Note Legend" means the legend set forth in Section
2.06(f)(ii), which is required to be placed on all Global Notes issued under
this Indenture.


                                        8
<PAGE>

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

            "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof), of
all or any part of any Indebtedness. 

            "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates.

            "Holder" means a Person in whose name a Note is registered.

            "Incur" means create, incur, issue, assume, guarantee or otherwise
become liable, directly or indirectly, contingently or otherwise, for any
Indebtedness. The term "Incurrence" when used as a noun shall have a correlative
meaning. The accretion of principal of a non-interest bearing or other discount
security shall not be deemed the Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person, any indebtedness
of such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or banker's acceptances
or representing Capital Lease Obligations or the deferred and unpaid balance of
the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of such Person prepared in accordance with GAAP, as well as all Indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
Indebtedness is assumed by such Person) and, to the extent not otherwise
included, the guarantee by such Person of any Indebtedness of any other Person.
The amount of Indebtedness outstanding as of any date shall be (a) the accreted
value thereof, in the case of any Indebtedness that does not require current
payments of interest, and (b) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness. Except as required by the prior sentence, Indebtedness shall not
include any interest or similar obligations.

            "Indenture" means this Indenture, as amended or supplemented from
time to time.

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

            "Initial Notes" means $250.0 million in aggregate principal amount
of Notes issued under this Indenture on the date hereof.

            "Initial Purchasers" means Bear, Stearns & Co. Inc., Salomon
Brothers Inc, NationsBanc Montgomery Securities LLC, Cowen & Company, SunTrust
Equitable Securities Corporation and Scotia Capital Markets.


                                        9
<PAGE>

            "Institutional Accredited Investor" means an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

            "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of 4.07.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

            "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

            "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (a) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (i) any Asset Sale (including
dispositions pursuant to sale and leaseback transactions) or (ii) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (b) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including any cash received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale, but only as and when received, and
excluding any other consideration received in the form


                                       10
<PAGE>

of assumption by the acquiring Person of Indebtedness or other obligations
relating to such properties or assets), net of (i) the direct costs relating to
such Asset Sale (including legal, accounting and investment banking fees, and
sales commissions and all title and recording taxes) and any relocation expenses
incurred as a result thereof, (ii) taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax
sharing arrangements), (iii) amounts required to be applied to the repayment of
Indebtedness (other than Indebtedness under the Credit Agreement) secured by a
Lien on the asset or assets that were the subject of such Asset Sale, (iv) any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP and (v) all distributions and other payments
required to be made to minority interest holders in a Subsidiary as a result of
an Asset Sale involving the assets of such Subsidiary in proportion to such
minority interest holders' respective ownership interests in the Subsidiary.

            "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender; and (ii) no default with respect
to which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity.

            "Non-U.S. Person" means a Person who is not a U.S. Person.

            "Notes" has the meaning assigned to it in the preamble to this
Indenture.

            "Obligations" means, with respect to any Indebtedness, any
principal, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing such
Indebtedness.

            "Offering" means the offering of the Notes by the Company pursuant
to the Offering Memorandum.

            "Offering Memorandum" means the offering memorandum of the Company,
dated March 20, 1998, relating to the Notes.

             "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any Vice President of such
Person.

             "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Sections 10.04 and 10.05 hereof.

             "Official All Star Hotel" means the joint venture to acquire,
develop and operate a sports-themed hotel and entertainment complex at 401
Seventh Avenue in New York City across from Madison Square Garden.


                                       11
<PAGE>

            "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Sections
10.04 and 10.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

            "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

            "Permitted Asset Swaps" means the exchange (i) by the Company or any
of its Restricted Subsidiaries of assets that the Board of Directors determines
in good faith are not core assets of the Company's business, (ii) for assets
(which may consist of an Equity Interest in the business using such exchanged
assets) of comparable value as determined by the Board of Directors; provided,
however, that if the Consolidated Cash Flow of the Company represented by such
assets exceeds $5.0 million, the Company shall have obtained an opinion from an
investment banking firm of national standing to the effect that such exchange is
fair to the Company from a financial point of view.

            "Permitted Business" means the business of developing and promoting
consumer brands in the entertainment, dining and lodging sectors and the lines
of businesses and services that are related to or complementary to the
foregoing.

            "Permitted Holder" means each of Keith Barish, Robert Earl, Planet
Hollywood Holdings Pte and their respective Affiliates.

            "Permitted Investments" means (a) any Investment in the Company or
in a Restricted Subsidiary of the Company; (b) any Investment in Cash
Equivalents; (c) any Investment by the Company or any Restricted Subsidiary in a
Person if as a result of such Investment (i) such Person becomes a Restricted
Subsidiary or (ii) such Person is merged, consolidated or amalgamated with or
into, or transfers or conveys substantially all of its assets to, or is
liquidated into, the Company or a Restricted Subsidiary, (d) any Restricted
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 410, (e) any
Investment to the extent acquired in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company, (f) Investments in the
Existing Joint Ventures in an aggregate amount, when taken together with all
other Investments made pursuant to this clause (f) that are at the time
outstanding, that does not exceed $175.0 million and (g) other Investments in
any Person in an aggregate amount, when taken together with all other
Investments made pursuant to this clause (g) that are at the time outstanding,
that does not exceed $50.0 million.

            "Permitted Junior Securities" means Equity Interests in the Company
or debt securities that are subordinated to all Senior Indebtedness (and any
debt securities issued in exchange for Senior Indebtedness) to substantially the
same extent as, or to a greater extent than, the Notes are subordinated to
Senior Indebtedness pursuant to Article 11.

            "Permitted Refinancing Indebtedness" means Indebtedness that
Refinances any Indebtedness of the Company or any Restricted Subsidiary existing
on the date of this Indenture or Incurred in compliance with this Indenture,
including Indebtedness that Refinances Refinancing Indebtedness; provided,
however, that (i) such Refinancing Indebtedness has a stated maturity no earlier
than the stated maturity of the Indebtedness being Refinanced, (ii) such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the


                                       12
<PAGE>

Indebtedness being Refinanced and (iii) such Refinancing Indebtedness has an
aggregate principal amount (or if Incurred with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding or committed (plus fees and expenses, including any
premium and defeasance costs) under the Indebtedness being Refinanced; provided
further, however, that Permitted Refinancing Indebtedness shall not include
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company.

            "Person" means a natural person, company, corporation, partnership,
government, political subdivision, agency or instrumentality of a government, or
any other entity.

            "Planet Hollywood Hotel" means the joint venture to acquire and
develop a movie-themed hotel in Times Square in Manhattan, New York.

            "Planet Movies" means the joint venture between the Company and AMC
Entertainment, Inc. to develop, own and operate a series of multi-screen, movie
theatre megaplexes that will include restaurants as well as various refreshment
and merchandise kiosks.

            "Private Placement Legend" means the legend set forth in Section
2.06(f)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

            "Public Equity Offering" means a bona fide underwritten sale to the
public of Class A Common Stock of the Company pursuant to a registration
statement (other than on Form S-8 or any other form relating to securities
issuable under any benefit plan of the Company) that is declared effective by
the Commission,

            "Purchased Portfolios" means account receivables portfolios
purchased by the Company or any of its Restricted Subsidiaries.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness"Refinanced"
or "Refinancing" shall have correlative meanings.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 25, 1998, by and among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time and, with respect to any Additional Notes, one or more registration
rights agreements between the Company and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

            "Regulation S" means Regulation S promulgated under the Securities
Act.

            "Regulation S Global Note" means a Regulation S Temporary Global
Note or Regulation S Permanent Global Note, as appropriate.


                                       13
<PAGE>

            "Regulation S Permanent Global Note" means a permanent global Note
in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

            "Regulation S Temporary Global Note" means a temporary global Note
in the form of Exhibit A-2 hereto bearing the Private Placement Legend and
Regulation S Temporary Global Note Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

            "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

            "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

            "Restricted Investment" means an Investment other than a Permitted
Investment.

            "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

            "Rule 144" means Rule 144 promulgated under the Securities Act.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated the Securities Act.

            "SEC" means the Securities and Exchange Commission.

            "Securities Act" means the Securities Act of 1933.

            "Senior Indebtedness" means, with respect to the Company, (i)
obligations of the Company with respect to the Credit Agreement and (ii) any
other Indebtedness permitted to be Incurred by the Company under the terms of
this Indenture, unless the instrument under which such Indebtedness is Incurred
expressly provides that it is pari passu with or subordinated in right of
payment to the Notes Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness shall not include (a) any obligation of the


                                       14
<PAGE>

Company to any Restricted Subsidiary or Affiliate of the Company, (b) any
liability for Federal, state, foreign, local or other taxes owed or owing by the
Company, (c) any accounts payable or other liability to trade creditors arising
in the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities) and (d) any Indebtedness that is Incurred in
violation of this Indenture on or after the date of this Indenture.

            "Senior Subordinated Indebtedness" means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank pari passu with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.

            "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary of the
Company that would be a "significant subsidiary" as defined in Article 1, Rule
1-02 of Regulation S- X, promulgated pursuant to the Securities Act, as such
Regulation is in effect on the date of this Indenture (except that all
references to 10% therein shall be deemed to be references to 5%).

            "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

            "Subordinated Indebtedness" means any Indebtedness of the Company
(whether outstanding on the date of this Indenture or thereafter Incurred) which
is subordinate or junior in right or payment to the Notes pursuant to a written
agreement.

            "Subsidiary" means, with respect to a Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof); provided, however,
that, with respect to the Company, its Subsidiaries directly investing in and
responsible for Aladdin Gaming and Planet Movies, and any Subsidiary of the
Company that is a general or managing partner of an entity majority owned by
Planet Movies, shall not be a Subsidiary for purposes of this Indenture;
provided further, however, that, with respect to the Company and except with
regard to Subsidiaries that own in the aggregate less than 5% of the
Consolidated Net Assets of the Company, at least 80% of the outstanding Capital
Stock of each Subsidiary shall be owned by the Company or a Subsidiary of the
Company.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss. ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.


                                       15
<PAGE>

            "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

             "Unrestricted Global Note" means a permanent global Note in the
form of Exhibit A- I attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

             "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

             "Unrestricted Subsidiary" means (i) any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07. If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary
shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be Incurred as of such
date under Section 4.09, the Company shall be in default of such Section 4.09).
The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that such
designation shall be deemed to be an Incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period,
and (ii) no Default would be in existence following such designation.

            "U.S. Person" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

             "Voting Stock" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the Board
of Directors of such Person.


                                       16
<PAGE>

SECTION 1.02. OTHER DEFINITIONS.

                                                                   Defined in
                         Term                                        Section
                         ----                                        -------
"Affiliate Transaction"................................               4.11
"Asset Sale Offer".....................................               4.10
"Authentication Order".................................               2.02
"Change of Control Offer"..............................               4.14
"Change of Control Payment"............................               4.14
"Change of Control Payment Date".......................               4.14
"Covenant Defeasance"..................................               8.03
"DTC"..................................................               2.03
"EBITDA"...............................................               4.03
"Event of Default".....................................               6.01
"Excess Proceeds"......................................               4.10
"Legal Defeasance".....................................               8.02
"Offer Amount".........................................               3.09
"Offer Period".........................................               3.09
"Paying Agent".........................................               2.03
"Permitted Indebtedness"...............................               4.09
"Purchase Date"........................................               3.09
"Registrar"............................................               2.03
"Regulation S Temporary Global Note Legend"............               2.06
"Restricted Payments"..................................               4.07
"Successor Company"....................................               5.01

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

            Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

            The following TIA terms used in this Indenture have the following
meanings:

            "indenture securities" means the Notes;

            "indenture security Holder" means a Holder of a Note;

            "indenture to be qualified" means this Indenture;

             "indenture trustee" or  "institutional trustee" means the Trustee;
and

            "obligor" on the Notes means the Company and any successor obligor
upon the Notes.

            All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04 RULES OF CONSTRUCTION.


                                       17
<PAGE>

            Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
include the singular;

            (5) "including" means "including without limitation";

            (6) provisions apply to successive events and transactions; and

            (7) references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement or successor sections or
rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01. FORM AND DATING.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof .

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

            (b) Form of Notes. Notes issued in global form shall be
substantially in the form of Exhibits A-1 or A-2 attached hereto (including the
Global Note Legend thereon and the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A-1 attached hereto (but without the Global
Note Legend thereon and without the "Schedule of Exchanges of Interests in the
Global Note" attached thereto). Each Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.


                                       18
<PAGE>

            (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Cedel, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Cedel certifying that
they have received certification of non-United States beneficial ownership of
100% of the aggregate principal amount of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note, bearing a Private Placement Legend,
all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers'
Certificate from the Company. Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

            One Officer shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Notes and may
be in facsimile form.

            If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.


                                       19
<PAGE>

SECTION 2.03. REGISTRAR AND PAYING AGENT.

            The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

            The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Note Custodian with respect to the Global Notes.

SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05 HOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date or such
shorter time as the Trustee may allow, as the Trustee may reasonably require of
the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA ss. 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such


                                       20
<PAGE>

successor Depositary. All Global Notes will be exchanged by the Company for
Definitive Notes if (i) the Company delivers to the Trustee notice from the
Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120
days after the date of such notice from the Depositary or (ii) the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; provided, however, that in no event shall the Regulation
S Temporary Global Note be exchanged by the Company for Definitive Notes prior
to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under
the Securities Act. Upon the occurrence of either of the preceding events in (i)
or (ii) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 210 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), although beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Temporary Regulation S Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than the Initial Purchasers). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect


                                       21
<PAGE>

      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to cause to be issued a Definitive
      Note in an amount equal to the beneficial interest to be transferred or
      exchanged and (2) instructions given by the Depositary to the Registrar
      containing information regarding the Person in whose name such Definitive
      Note shall be registered to effect the transfer or exchange referred to in
      (1) above; provided, however, that in no event shall Definitive Notes be
      issued upon the transfer or exchange of beneficial interests in the
      Regulation S Temporary Global Note prior to (x) the expiration of the
      Restricted Period and (y) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(c)(3)(ii)(b) under the Securities Act. Upon
      consummation of an Exchange Offer by the Company in accordance with
      Section 2.06(e) hereof, the requirements of this Section 2.06(b)(ii) shall
      be deemed to have been satisfied upon receipt by the Registrar of the
      instructions contained in the Letter of Transmittal delivered by the
      Holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(g) hereof.

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                  (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof; and

                  (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Temporary Global Note or the
            Regulation S Global Note, then the transferor must deliver a
            certificate in the form of Exhibit B hereto, including the
            certifications in item (2) thereof; and

                  (C) if the transferee will take delivery in the form of a
            beneficial interest in the Accredited Investor Global Note, then the
            transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (3) thereof.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in the Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of


                                       22
<PAGE>

            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                  (1) if the holder of such beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a beneficial
      interest in an Unrestricted Global Note, a certificate from such holder in
      the form of Exhibit C hereto, including the certifications in item (1)(a)
      thereof; or

                  (2) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note, a certificate from such holder in the form of
      Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or
the Company so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar or the Company, if
applicable to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

            Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

            (i) Beneficial Interests in Restricted Global Notes to Restricted
      Definitive Notes. Restricted Global Notes and beneficial interests therein
      shall be exchangeable for Definitive Notes if (i) the Depositary (x)
      notifies the Company that it is unwilling or unable to continue as
      depositary for the Restricted Global Notes and the Company thereupon fails
      to appoint a successor depositary or (y) has ceased to be a clearing
      agency registered under the Exchange Act and the Company fails to appoint
      a successor, (ii) the Company, at its option, notifies the Trustee in
      writing that it elects to cause the issuance of the Definitive Notes or
      (iii) there shall have occurred and be


                                       23
<PAGE>

      continuing a Default with respect to the Notes. In all cases, Definitive
      Notes delivered in exchange for any Restricted Global Note or beneficial
      interests therein will be registered in the names, and issued in any
      approved denominations, requested by or on behalf of the Depositary (in
      accordance with the Applicable Procedures).

      In such event, the Trustee shall cause the Restricted Global Notes to be
      canceled accordingly pursuant to Section 2.11 hereof, and the Company
      shall execute and upon receipt of an Authentication Order the Trustee
      shall authenticate and deliver to the Person designated in the
      instructions a Definitive Note in the appropriate principal amount. Any
      Definitive Note issued in exchange for a beneficial interest in a
      Restricted Global Note pursuant to this Section 2.06(c) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial interest in a Restricted Global
      Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
      Legend and shall be subject to all restrictions on transfer contained
      therein.

            (ii) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
            Person participating in the distribution of the Exchange Notes or
            (3) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Definitive Note that does not bear the Private
                  Placement Legend, a certificate from such holder in the form
                  of Exhibit C hereto, including the certifications in item
                  (1)(b) thereof; or

                        (2) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to transfer such beneficial
                  interest to a Person who shall take delivery thereof in the
                  form of a Definitive Note that


                                       24
<PAGE>

                  does not bear the Private Placement Legend, a certificate from
                  such holder in the form of Exhibit B hereto, including the
                  certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or
the Company so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar or the Company, if
applicable to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

            (iv) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. Unrestricted Global Notes and beneficial
      interests therein shall be exchangeable for Definitive Notes if (i) the
      Depositary (x) notifies the Company that it is unwilling or unable to
      continue as depositary for the Unrestricted Global Notes and the Company
      thereupon fails to appoint a successor depositary or (y) has ceased to be
      a clearing agency registered under the Exchange Act and the Company fails
      to appoint a successor, (ii) the Company, at its option, notifies the
      Trustee in writing that it elects to cause the issuance of the Definitive
      Notes or (iii) there shall have occurred and be continuing a Default with
      respect to the Notes. In all cases, Definitive Notes delivered in exchange
      for any Unrestricted Global Note or beneficial interests therein will be
      registered in the names, and issued in any approved denominations,
      requested by or on behalf of the depositary (in accordance with the
      Applicable Procedures). In such event, the Trustee shall cause the
      Unrestricted Global Notes to be canceled accordingly pursuant to Section
      2.11 hereof, and the Company shall execute and the Trustee shall
      authenticate and deliver to the Person designated in the instructions a
      Definitive Note in the appropriate principal amount. Any Definitive Note
      issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iv) shall be registered in such name or names and in such
      authorized denomination or denominations as the holder of such beneficial
      interest shall instruct the Registrar through instructions from the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      deliver such Definitive Notes to the Persons in whose names such Notes are
      so registered. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(iv) shall not bear the Private
      Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(d), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(d).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:


                                       25
<PAGE>

                  (A) if the transfer will be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of Exhibit B hereto, including the certifications in
            item (1) thereof;

                  (B) if the transfer will be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Participating
            Broker-Dealer pursuant to the Exchange Offer Registration Statement
            in accordance with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                        (1) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

                        (2) if the Holder of such Restricted Definitive Notes
                  proposes to transfer such Notes to a Person who shall take
                  delivery thereof in the form of an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit B
                  hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or
the Company so requests, an Opinion of Counsel in form reasonably acceptable to
the Registrar and the Company, if applicable, to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


                                       26
<PAGE>

            (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (d) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

            (e) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

            (i) Private Placement Legend.

            (A) Except as permitted by subparagraph (B) below, each Global Note
      and each Definitive Note (and all Notes issued in exchange therefor or
      substitution thereof) shall bear the legend in substantially the following
      form

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

      THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED
ON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS),


                                       27
<PAGE>

SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE JURISDICTION AND (B) THAT
IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH
IN(A)ABOVE."

            (B) Notwithstanding the foregoing, any Global Note or Definitive
      Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii),
      (d)(iii) or (e) to this Section 2.06 (and all Notes issued in exchange
      therefor or substitution thereof) shall not bear the Private Placement
      Legend.

      (ii) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO Section 2.07 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO Section
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF THE COMPANY."

      (iii) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form:

      "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
      CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,
      ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
      NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
      BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

            (g) Cancellation or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


                                       28
<PAGE>

            (h) General Provisions Relating to Transfers and Exchanges.

      (i) To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Global Notes and Definitive Notes
upon the Company's order or at the Registrar's request.

      (ii) No service charge shall be made to a holder of a beneficial interest
in a Global Note or to a Holder of a Definitive Note for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10,
4.15 and 9.05 hereof).

      (iii) The Registrar shall not be required to register the transfer of or
exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

      (iv) All Global Notes and Definitive Notes issued upon any registration of
transfer or exchange of Global Notes or Definitive Notes shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Global Notes or Definitive Notes
surrendered upon such registration of transfer or exchange.

      (v) The Company shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.

      (vi) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.

      (vii) The Trustee shall authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.02 hereof.

      (viii) All certifications, certificates and Opinions of Counsel required
to be submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.

SECTION 2.07 REPLACEMENT NOTES.

            If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any


                                       29
<PAGE>

Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Company may charge for its expenses in replacing a Note.

            Every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08. OUTSTANDING NOTES.

            The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.

            If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

            If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09 TREASURY NOTES.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.


                                       30
<PAGE>

SECTION 2.11. CANCELLATION.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee upon direction by the Company and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

            If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date; provided, however, that no such
special record date shall be less than 5 days prior to the related payment date
for such defaulted interest. At least 10 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the
name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the


                                       31
<PAGE>

principal amount thereof to be redeemed. Notes and portions of Notes selected
shall be in amounts of $1,000 or whole multiples of $1,000; except that if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

SECTION 3.03. NOTICE OF REDEMPTION.

            Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

            The notice shall identify the Notes to be redeemed and shall state:

      (a) the redemption date;

      (b) the redemption price;

      (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

      (d) the name and address of the Paying Agent;

      (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

      (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

      (g) the paragraph of the Notes or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

      (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days, or such shorter
period allowed by the Trustee, prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

            Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.


                                       32
<PAGE>

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

            On or one Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

            If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

            Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

        (a) Except as set forth in clause (b) of this Section 3.07, the Notes
will not be redeemable at the Company's option prior to April 1, 2003.
Thereafter, the Notes will be subject to redemption at any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of the years indicated below:

       Year                                          Percentage
       ----                                          ----------
       2003.......................................      108%
       2004.......................................      104

        (b) Notwithstanding the provisions of clause (a) of this Section 3.07,
prior to April 1, 2001, the Company may redeem up to 35% of the aggregate
principal amount of Notes originally issued at a redemption price of 112% of the
principal amount thereof, plus accrued and unpaid interest thereon (plus
Liquidated Damages, if any) to the redemption date, with the net cash proceeds
of one or more Public Equity Offerings; provided, however, that (a) at least
$162,500,000 aggregate principal amount of Notes remain outstanding immediately
following such redemption (excluding Notes held by the Company and its


                                       33
<PAGE>

Subsidiaries) and (b) such redemption shall occur within 90 days of the date of
such Public Equity Offering.

        (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. MANDATORY REDEMPTION.

            The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

            In the event that, pursuant to Section 4.10 hereof, the Company
shall be required to commence an Asset Sale Offer to all Holders to purchase
Notes, it shall follow the procedures specified below.

            The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

            Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

        (a) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;

        (b) the Offer Amount, the purchase price and the Purchase Date;

        (c) that any Note not tendered or accepted for payment shall continue to
accrue interest;

        (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date;


                                       34
<PAGE>

        (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Note purchased and may not elect
to have only a portion of such Note purchased;

        (f) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

        (g) that Holders shall be entitled to withdraw their election if the
Company, the Depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

        (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

        (i) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

            On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

            Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.

SECTION 3.10. REDEMPTION PURSUANT TO GAMING LAW.

            Notwithstanding any other provisions of this Article 3, if any
holder or beneficial owner of Notes is required by a Gaming Authority to be
licensed, qualified or found suitable under any applicable gaming law in order
to hold Notes, and such holder or beneficial owner fails to apply for a license,
qualification or finding of suitability within the period required by such
Gaming Authority, or if such holder or beneficial owner is notified


                                       35
<PAGE>

by such Gaming Authority that such holder or beneficial owner will not be so
licensed, qualified or found suitable, and if so ordered by such Gaming
Authority or required by applicable gaming laws the Company shall have the
right, at its option, (i) to require that such holder or beneficial owner
dispose of such holder's or beneficial owner's Notes within 30 days (or such
earlier date as may be required by the applicable Gaming Authority) of (a) the
termination of the period described above for such holder or beneficial owner to
apply for a license, qualification or finding of suitability or (b) receipt of
the notice from such Gaming Authority that such holder or beneficial owner will
not be licensed, qualified or found suitable by such Gaming Authority or (ii) to
redeem the Notes held by such holder or beneficial owner at a redemption price
equal to the lesser of the price at which such holder or beneficial owner
acquired such Notes and the principal amount thereof, together with, in either
case, accrued and unpaid interest and Liquidated Damages, if any, thereon to the
earlier of date of redemption or the date of the finding that such holder or
beneficial owner will not be licensed, qualified or found suitable, which may be
less than 30 days following the notice of redemption.

            Immediately upon a determination by any Gaming Authority that a
holder or beneficial owner of Notes will not be licensed, qualified or found
suitable by such Gaming Authority, such holder or beneficial owner shall have no
further rights with respect to the Notes (i) to exercise, directly or
indirectly, through any trustee, nominee or any other Person or entity, any
right conferred by the Notes or (ii) to receive any interest or any other
distribution or payment with respect to the Notes or any remuneration in any
form from the Company for services rendered or otherwise, except the redemption
price of the Notes described in clause (ii) of the foregoing paragraph (a).

            In connection with any redemption pursuant to this Section 3.10, and
except as may be required by a Gaming Authority, the Company shall comply with
Sections 3.01 through 3.06 hereof. The Company shall not be required to pay or
reimburse any Holder or beneficial owner of Notes who is required to apply for
such license, qualification or finding of suitability for any costs associated
with obtaining or maintaining such licensure or associated with any
investigation for such qualification or finding of suitability. Such expenses
are entirely the obligation of such Holder or beneficial owner.

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

            The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

            The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law)


                                       36
<PAGE>

on overdue installments of interest and Liquidated Damages (without regard to
any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

            The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

            The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03. REPORTS.

        (a) Whether or not the Company is required to do so by the rules and
regulations of the Commission, the Company will file with the Commission (unless
the Commission will no longer accept the same for filing) and furnish to the
holders of the Notes (a) all quarterly and annual financial and other
information with respect to the Company and its consolidated Subsidiaries
(showing in reasonable detail, the revenues and earnings before interest, taxes,
depreciation and amortization ("EBITDA") of the Company and its Restricted
Subsidiaries separate from the revenues and EBITDA of the Unrestricted
Subsidiaries of the Company in the event that either the revenue or the EBITDA
of the Unrestricted Subsidiaries for the accounting period covered thereby was
greater than or equal to 10% of the revenues or EBITDA of the Company and its
consolidated Subsidiaries) that would be required to be contained in a filing
with the Commission on Forms 10-Q and 10-K if the Company were required to file
such forms, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants, and
(b) all current reports that would be required to be filed with the Commission
on Form 8-K if the Company were required to file such reports.

        (b) For so long as any Notes remain outstanding, the Company shall
furnish to the Holders and to securities analysts and prospective purchasers of
Notes, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act.


                                       37
<PAGE>

SECTION 4.04. COMPLIANCE CERTIFICATE.

        (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

        (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

        (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05. TAXES.

            The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

            The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.


                                       38
<PAGE>

SECTION 4.07. RESTRICTED PAYMENTS.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (a) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including any payment in connection
with any merger or consolidation involving the Company) or similar payment to
the direct or indirect holders of the Company's Equity Interests (other than
dividends, payments or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company); (b) purchase, redeem or otherwise acquire
or retire for value (including in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company (other than any such
Equity Interests owned by the Company or any Restricted Subsidiary of the
Company); (c) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Subordinated Indebtedness,
except a payment of interest, customary fees and charges or principal at Stated
Maturity; or (d) make any Restricted Investment (all such payments and other
actions set forth in clauses (a) through (d) above being collectively referred
to as "Restricted Payments"), unless, at the time of and after giving effect to
such Restricted Payment:

      (i) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof; and

      (ii) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and

      (iii) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the Issue Date (excluding Restricted Payments permitted by clauses (b),
(c) and (d), but including, without duplication, Restricted Payments permitted
by clauses (a) and (e), of the next succeeding paragraph), is less than the sum
of (A) 50% of the Consolidated Net Income of the Company for the period (taken
as one accounting period) from April 1, 1998 to the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit), plus (B) 100%
of the aggregate net cash proceeds received by the Company from the issue or
sale since the Issue Date of Equity Interests of the Company (other than
Disqualified Stock) or of Disqualified Stock or debt securities of the Company
that have been converted into such Equity Interests (other than any such Equity
Interests, Disqualified Stock or convertible debt securities sold to a
Restricted Subsidiary of the Company and other than Disqualified Stock or
convertible debt securities that have been converted into Disqualified Stock),
plus (C) to the extent that any Restricted Investment that was made after the
Issue Date is (i) sold for cash or otherwise liquidated or repaid for cash or
(ii) in the case of Restricted Investments arising, from guarantees by the
Company or any Restricted Subsidiary, terminated, the lesser of (x) the cash
return of capital or the amount of the terminated guarantee with respect to such
Restricted Investment (less the cost of disposition, if any) and (y) the initial
amount of such Restricted Investment, plus (D) the portion proportionate to the
Company's equity interest in such Subsidiary of the fair market value (as
determined by an independent appraisal) of the net assets of an Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary; provided, however, that such amount shall be limited to


                                       39
<PAGE>

the amount of the Restricted Investment previously made by the Company or a
Restricted Subsidiary (and treated as a Restricted Payment) in the Unrestricted
Subsidiary.

            The foregoing provisions will not prohibit (a) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (b) any Restricted Payment (other than a Restricted Payment described
in clause (a) of the first paragraph of this Section 4.07) made in exchange for,
or out of the net cash proceeds of the substantially concurrent sale (other than
to a Restricted Subsidiary of the Company) of, Equity Interests of the Company
(other than any Disqualified Stock); provided, however, that the amount of any
such net cash proceeds that are utilized for any such Restricted Payment shall
be excluded from clause (iii)(B) of the preceding paragraph; (c) the defeasance,
redemption, repurchase or other acquisition of Subordinated Indebtedness with
(x) the net cash proceeds from an Incurrence of Permitted Refinancing
Indebtedness; (d) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis; and (e) so
long as no Default shall have occurred and be continuing, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests
of the Company held by any member of the Company's or any of its Subsidiaries'
management; provided, however, that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests shall not exceed
$1.0 million in any twelve-month period.

            The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated shall be deemed to be Restricted Payments at the
time of such designation and shall reduce the amount available for Restricted
Payments under the first paragraph of this Section 4.07. All such outstanding
Investments shall be deemed to constitute Investments in an amount equal to the
fair market value of such Investments at the time of such designation. Such
designation shall only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any non-cash Restricted Payment shall be determined by
the Board of Directors and reflected in a resolution with respect thereto.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to (a)(i) pay dividends or
make any other distributions to the Company or any of its Restricted
Subsidiaries on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, or (ii) pay any indebtedness owed
to the Company or any of its Restricted Subsidiaries, (b) make loans or advances
to the Company or any of its Restricted Subsidiaries or (c) transfer any of its
properties or assets to the


                                       40
<PAGE>

Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (1) an agreement in effect or
entered into on the Issue Date, (2) this Indenture and the Notes, (3) applicable
law, (4) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
Incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired; provided, however, that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred, (5) by
reason of customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices, (6) in the case
of clause (c) above, restrictions consisting of Liens not prohibited by this
Indenture, (7) Permitted Refinancing Indebtedness; provided, however, that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no less favorable to the holders of Notes than those contained
in the agreements governing the Indebtedness being refinanced; or (8) customary
pre-closing covenants in bona fide contracts for the sale of property or assets.

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness and the Company
shall not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company and its Restricted
Subsidiaries may Incur Indebtedness if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred would have been at least 2.5 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been Incurred at the
beginning of such four-quarter period.

            The Company shall not Incur any Indebtedness that is subordinate or
junior in right of payment to any Senior Indebtedness unless such Indebtedness
is Senior Subordinated Indebtedness or is contractually subordinated in right of
payment to Senior Subordinated Indebtedness.

            The provisions of the first paragraph of this covenant shall not
apply to the Incurrence by the Company or any Restricted Subsidiary of any of
the following items of Indebtedness (collectively, "Permitted Indebtedness"):

      (a) Indebtedness pursuant to the Credit Agreement; provided, however, that
the aggregate principal amount of all Indebtedness outstanding under the Credit
Agreement after giving effect to such Incurrence does not exceed $100.0 million
less, without duplication, (i) the amount of all repayments of the revolving
credit Indebtedness and letters of credit (with letters of credit being deemed
to have a principal amount equal to the maximum potential liability of the
Company and its Restricted Subsidiaries thereunder) made utilizing any Net
Proceeds of an Asset Sale since the Issue Date, other than temporary paydowns of
such revolving credit Indebtedness and letters of credit pending final
application of such Net Proceeds and (ii) the aggregate amount of all commitment
reductions with respect to revolving credit Indebtedness under the Credit
Agreement that have been made since the Issue Date;


                                       41
<PAGE>

      (b) Indebtedness represented by the Notes, the Exchange Notes and this
Indenture;

      (c) Capital Lease Obligations or Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, in each case
Incurred for the purpose of financing all or part of the purchase price or cost
of construction or improvement of property, plant or equipment used in the
business, in an amount not to exceed $15.0 million at any one time outstanding;

      (d) Permitted Refinancing Indebtedness with respect to Indebtedness (other
than intercompany Indebtedness) that was permitted by this Indenture to be
Incurred (i) pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of this Section 4.09 or (ii) clauses (a), (b) or (e) of this
Section 4.09.

      (e) Existing Indebtedness;

      (f) intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries; provided, however, that (i) if the Company is the
obligor on such Indebtedness, such Indebtedness is expressly subordinated to the
prior payment in full in cash of all Obligations with respect to the Notes and
(ii)(A) any subsequent issuance or transfer of Equity Interest that results in
any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary thereof and (B) any sale or other transfer of any such
Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary
shall be deemed, in each case, to constitute an Incurrence of such Indebtedness
by the Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (f);

      (g) Hedging Obligations that are Incurred for the purpose of fixing or
hedging interest rate risk with respect to any floating rate Indebtedness that
is permitted by the terms of this Indenture to be outstanding;

      (h) the Guarantee by the Company or any Restricted Subsidiary of
Indebtedness of the Company or any Restricted Subsidiary that was permitted to
be Incurred by another provision of this Section 4.09; and

      (i) additional Indebtedness in an aggregate principal amount (or accreted
value, as applicable) at any time outstanding not to exceed $15.0 million.

            For purposes of determining compliance with this Section 4.09, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (a) through (i)
above or is entitled to be Incurred pursuant to the first paragraph of this
Section 4.09, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this Section 4.09. Accrual of
interest and accretion or amortization of original issue discount shall not be
deemed to be an Incurrence of Indebtedness for purposes of this Section 4.09;
provided, however, in each such case, that the amount thereof is included in
Fixed Charges of the Company as accrued.

SECTION 4.10. ASSET SALES.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (a) the Company or such
Restricted Subsidiary, as the


                                       42
<PAGE>

case may be, receives consideration at the time of such Asset Sale at least
equal to the fair market value (evidenced by a resolution of the Board of
Directors) of the assets or Equity Interests issued or sold or otherwise
disposed of and (b) at least 75% of the consideration therefor received by the
Company or such Subsidiary is in the form of cash or Cash Equivalents; provided,
however, that the amount of (i) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet) of the Company or such
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further
liability and (ii) any securities, notes or other obligations received by the
Company or such Restricted Subsidiary from such transferee that are promptly
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received) shall be deemed to be cash for purposes of this Section
4.10.

            Within one year after the receipt of any Net Proceeds from an Asset
Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds
at its option (a) to repay Senior Indebtedness or (b) to the acquisition of (i)
any assets or property (other than Capital Stock) in a Permitted Business, (ii)
the Capital Stock of a Person engaged in a Permitted Business that becomes a
Restricted Subsidiary of the Company as a result of the acquisition of such
Capital Stock or (iii) Capital Stock constituting a minority interest in an
existing Restricted Subsidiary, except that an acquisition of such minority
interest Capital Stock in excess of $1.0 million shall be authorized by a
resolution of the Company's Board of Directors. Pending the final application of
any such Net Proceeds, the Company or any such Restricted Subsidiary may
temporarily reduce outstanding borrowings under the Credit Agreement or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"Excess Proceeds."

            When the aggregate amount of Excess Proceeds exceeds $5.0 million in
any calendar year, the Company will be required to make an offer to all holders
of Notes (and to holders of other Senior Subordinated Indebtedness designated by
the Company) (an "Asset Sale Offer") to purchase the maximum principal amount of
Notes (and such other Senior Subordinated Indebtedness) that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100%
of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in Section 3.09. To the extent that the aggregate amount of
Notes (and other Senior Subordinated Indebtedness) tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Company may use any remaining
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes (and other Senior Subordinated
Indebtedness) surrendered by holders thereof exceeds the amount of Excess
Proceeds, Notes (and other Senior Subordinated Indebtedness) to be purchased
shall be selected on a pro rata basis. Upon completion of such Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

            The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.10, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.10 by virtue
thereof.


                                       43
<PAGE>

SECTION 4.11. TRANSACTIONS WITH AFFILIATES.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction"), unless the terms thereof (i) are no less favorable to the Company
or the relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person, (ii) if such Affiliate Transaction or series of related
Affiliate Transactions involve aggregate consideration in excess of $1.0
million, shall be approved by a majority of the disinterested members of the
Board of Directors and evidenced in a resolution of such members of the Board of
Directors and (iii) if such Affiliate Transaction or series of related Affiliate
Transactions involves aggregate consideration in excess of $5.0 million, the
Company obtains an opinion from an accounting, appraisal or investment banking
firm of national standing to the effect that such Affiliate Transaction is fair
to the Company or the relevant Restricted Subsidiary from a financial point of
view or that the terms of such Affiliate Transaction are at least as favorable
to the Company or the relevant Restricted Subsidiary as might reasonably have
been obtained in a comparable arm's length transaction with an unaffiliated
third party.

            The provisions of the foregoing paragraph shall not prohibit (i) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary, (ii) transactions between
or among the Company or its Restricted Subsidiaries, (iii) Permitted Investments
and Restricted Payments that are permitted by Section 4.07, (iv) transactions
made pursuant to Existing Affiliate Obligations, (v) any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, stock options and stock
ownership plans approved by the Board of Directors, (vi) the grant of stock
options or similar rights to employees and directors of the Company pursuant to
plans approved by the Board of Directors, (vii) loans or advances to employees,
other than the Permitted Holders, in the ordinary course of business in
accordance with the past practices of the Company or its Restricted
Subsidiaries, (viii) the payment of reasonable fees to directors of the Company
and its Restricted Subsidiaries who are not employees of the Company or its
Restricted Subsidiaries and (ix) the issuance or sale of any Capital Stock
(other than Disqualified Stock) of the Company.

SECTION 4.12. LIENS.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien securing Senior Subordinated Indebtedness or Subordinated
Indebtedness of the Company on or with respect to any of its property or assets,
including any shares of stock or Indebtedness of any Restricted Subsidiary,
whether owned at the Issue Date or thereafter acquired, or any income, profits
or proceeds therefrom, or assign or otherwise convey any right to receive income
thereon, unless (i) in the case of any Lien securing Subordinated Indebtedness,
the Notes are secured by a Lien on such property, assets or proceeds that is
senior in priority to such Lien and (ii) in the case of any Lien securing Senior
Subordinated Indebtedness, the Notes are secured by a Lien on such property,
assets or proceeds that is senior in priority to or pari passu with such Lien,
in each case for so long as such Senior Subordinated Indebtedness or
Subordinated Indebtedness is secured by a Lien on such property.


                                       44
<PAGE>

SECTION 4.13. CORPORATE EXISTENCE.

            Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any of
its Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at an
offer price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder stating: (1)
that the Change of Control Offer is being made pursuant to this Section 4.14 and
that all Notes tendered will be accepted for payment; (2) the purchase price and
the purchase date, which shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interest; (4) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date; (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders will
be entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased; and (7) that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple thereof. The Company
shall comply with the requirements of Rule l4e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes in
connection with a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.14, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.14 by virtue thereof.


                                       45
<PAGE>

      (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided, however, that each new Note shall be in
a principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

            The Company will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

SECTION 4.15. PAYMENTS FOR CONSENT.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid or is paid to all
Holders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

            The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (a) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made (the "Successor Company") is a
corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia, (b) the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Successor Company assumes all the obligations of the Company under the Notes and
this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee, (c) immediately after such transaction, no Default
exists and (d) except in the case of a merger of the Company with or into a
wholly owned Restricted Subsidiary of the Company, the Company or the Successor
Company (A) shall have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) shall, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the


                                       46
<PAGE>

applicable four-quarter period, be permitted to Incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

            An "Event of Default" occurs if:

      (a) the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days;

      (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes;

      (c) the Company or any of its Restricted Subsidiaries fails to comply with
any of the provisions of Section 4.07, 4.09, 4.10 or 4.14 hereof, which failure
remains uncured for 30 days after notice;

      (d) the Company or any of its Restricted Subsidiaries, for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding voting as a single class, fails
to comply with any of its other agreements in this Indenture or the Notes;

      (e) the nonpayment within any applicable grace period after the final
maturity, or the acceleration by the holders because of a default, of
Indebtedness of the Company or any Significant Subsidiary, or group of
Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million;

      (f) failure by the Company or any of its Significant Subsidiaries, or a
group of Restricted Subsidiaries that taken together would constitute a
Significant Subsidiary, to pay final judgments aggregating in excess of $10.0
million, which judgments are not paid, discharged or stayed for a period of 60
consecutive days;


                                       47
<PAGE>

      (g) the Company or any of its Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

      (i) commences a voluntary case,

      (ii) consents to the entry of an order for relief against it in an
involuntary case,

      (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property,

      (iv) makes a general assignment for the benefit of its creditors, or

      (v) generally is not paying its debts as they become due;

      (h) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

      (i) is for relief against the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary in an involuntary case;

      (ii) appoints a Custodian of the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary or for all or substantially all of the
property of the Company or any of its Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary; or

      (iii) orders the liquidation of the Company or any of its Significant
Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary and the order or decree remains
unstayed and in effect for 60 consecutive days.

SECTION 6.02. ACCELERATION.

            If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Company), occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the
Company, all outstanding Notes shall be due and payable immediately without
further action or notice. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by written notice to the Trustee may on
behalf of all of the Holders rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

SECTION 6.03. OTHER REMEDIES.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.


                                       48
<PAGE>

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

            Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may, on behalf of the
Holders of all of the Notes, waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. CONTROL BY MAJORITY.

            Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

SECTION 6.06. LIMITATION ON SUITS.

            A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

            (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

            (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

            (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

            (d) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the provision of
indemnity; and

            (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.


                                       49
<PAGE>

            A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

            If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:


                                       50
<PAGE>

            First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Liquidated Damages, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Liquidated Damages, if any and
interest, respectively; and

            Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

            The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11. UNDERTAKING FOR COSTS.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

      (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

      (b) Except during the continuance of an Event of Default:

      (i) the duties of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

      (ii) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.

      (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:


                                       51
<PAGE>

      (i) this paragraph does not limit the effect of paragraph (b) of this
Section;

      (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and

      (iii) the Trustee shall not be liable with respect to any action it takes
or omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section and Section 7.02.

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

      (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02. RIGHTS OF TRUSTEE.

      (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

      (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

      (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

      (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

      (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the


                                       52
<PAGE>

costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

            Within 60 days after each May 15 beginning with May 15, 1999, and
for so long as Notes remain outstanding, the Trustee shall mail to the Holders
of the Notes a brief report dated as of such reporting date that complies with
TIA ss. 313(a) (but if no event described in TIA ss. 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA ss. 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA ss. 313(c).

            A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA ss. 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable


                                       53
<PAGE>

disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

            The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense or a portion thereof may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

            The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

            The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

      (a) the Trustee fails to comply with Section 7.10 hereof;

      (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;


                                       54
<PAGE>

      (c) a Custodian or public officer takes charge of the Trustee or its
property; or

      (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

            If the Trustee, after written request by any Holder of a Note who
has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. Subject to the Lien provided for in Section
7.07 hereof, the retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee; provided, however, that all sums owing
to the Trustee hereunder shall have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100 million as set forth in its most recent published annual report of
condition.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).


                                       55
<PAGE>

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            The Trustee is subject to TIA ss. 311 (a), excluding any creditor
relationship listed in TIA ss. 311 (b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311 (a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

            The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest and Liquidated Damages, if any,
on such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

SECTION 8.03. COVENANT DEFEASANCE.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14 and 4.15, hereof, and the operation of Section
5.01(d) hereof, with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes


                                       56
<PAGE>

shall not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Section 6.01(c)
hereof shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

      (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to
a particular redemption date;

      (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

      (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

      (d) no Default or Event of Default shall occur under Sections 6.01(g) or
6.01(h) hereof at any time in the period ending on the 91st day after the date
of deposit;

      (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other


                                       57
<PAGE>

than this Indenture) to which the Company or any of its Restricted Subsidiaries
is a party or by which the Company or any of its Restricted Subsidiaries is
bound;

      (f) the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that on the 91st
day following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

      (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

      (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

            Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall


                                       58
<PAGE>

thereafter, as an unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

            Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

      (a) to cure any ambiguity, defect or inconsistency;

      (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

      (c) to provide for the assumption of the Company's obligations to the
Holders of the Notes by a successor to the Company pursuant to Article 5 hereof;

      (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

      (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA; or

      (f) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof.


                                       59
<PAGE>

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

            Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.14 hereof) and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes including
Additional Notes, if any, then outstanding, voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, including Additional Notes, if any, voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes).

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

            It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

            After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes, including Additional Notes,
if any, then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

            (a) reduce the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver;


                                       60
<PAGE>

            (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes except as provided above with respect to Sections 3.09, 4.10 and 4.14
hereof;

            (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

            (d) waive a Default or Event of Default in the payment of principal
of or premium, if any, or interest or Liquidated Damages, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes (including
Additional Notes, if any) and a waiver of the payment default that resulted from
such acceleration);

            (e) make any Note payable in money other than that stated in the
Notes;

            (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or Liquidated Damages, if any, on the Notes;

            (g) waive a redemption payment with respect to any Note (other than
a payment required by Sections 3.09, 4.10 and 4.14 hereof); or

            (h) make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

            The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

            Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.


                                       61
<PAGE>

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 10.04 hereof, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.01. TRUST INDENTURE ACT CONTROLS.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA ss. 318(c), the imposed duties shall control.

SECTION 10.02. NOTICES.

            Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next-day delivery, to the
others' address

                    If to the Company:
                    
                    Planet Hollywood International, Inc.
                    8669 Commodity Circle
                    Orlando, Florida 32819
                    Telecopier No.: (407) 452-7310
                    Attention: Chief Financial Officer
                    
                    With a copy to:
                    
                    Cravath, Swaine & Moore
                    825 Eighth Avenue
                    New York, New York 10019
                    Telecopier No.: (212) 474-3700
                    Attention: Kris F. Heinzelman
                    
                    If to the Trustee:
                    
                    United States Trust Company of New York
                    114 West 47th Street
                    New York, New York 10031
                    Telecopier No.: (212) 852-1626
                    Attention: Corporate Trust Administration


                                       62
<PAGE>

            The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA ss. 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 10.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
HOLDERS OF NOTES.

            Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

SECTION 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

            (a) a statement that the Person making such certificate or opinion
has read such covenant or condition;


                                       63
<PAGE>

            (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

            (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
satisfied; and

            (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

SECTION 10.06. RULES BY TRUSTEE AND AGENTS.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the SEC that such a waiver is against public policy.

SECTION 10.08. GOVERNING LAW.

            THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 10.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

            This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

SECTION 10.10. SUCCESSORS.

            All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 10.11. SEVERABILITY.

            In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


                                       64
<PAGE>

SECTION 10.12. COUNTERPART ORIGINALS.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.13. TABLE OF CONTENTS, HEADINGS, ETC.

            The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                                   ARTICLE 11.
                                  SUBORDINATION

SECTION 11.01. AGREEMENT TO SUBORDINATE.

            The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by, and the payment of principal, premium, interest
and Liquidated Damages, if any, on, the Notes is subordinated in right of
payment, to the extent and in the manner provided in this Article 11, to the
prior payment in full of all Senior Indebtedness (whether outstanding on the
date hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

SECTION 11.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

            Upon any distribution to creditors of the Company in a liquidation
or dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Indebtedness will be entitled to
receive payment in full of all Obligations due in respect of such Senior
Indebtedness (including interest after the commencement of any such proceeding
at the rate specified in the applicable Senior Indebtedness) before the Holders
of Notes will be entitled to receive any payment with respect to the Notes, and
until all Obligations with respect to Senior Indebtedness are paid in full in
cash or Cash Equivalents, any distribution to which the Holders of Notes would
be entitled shall be made to the holders of Senior Indebtedness (except that
Holders of Notes may receive and retain Permitted Junior Securities and payments
made from the trust described under Article 8).

SECTION 11.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

            The Company may not pay principal of, premium (if any) or interest
on, the Notes or make any deposit pursuant to the provisions described under
"Defeasance" below and may not repurchase, redeem or otherwise retire any Notes
(collectively, "pay the Notes") if (i) any Designated Senior Indebtedness is not
paid when due or (ii) any other default on Designated Senior Indebtedness occurs
and the maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Designated Senior
Indebtedness has been paid in full. However, the Company may and shall pay the
Notes without regard to the foregoing if the Company and the Trustee receive
written notice


                                       65
<PAGE>

approving such payment from the Representative of the Designated Senior
Indebtedness with respect to which either of the events set forth in clause (i)
or (ii) of the immediately preceding sentence has occurred and is continuing.
During the continuance of any default (other than a default described in clause
(i) or (ii) of the second preceding sentence) with respect to any Designated
Senior Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Company may not pay the Notes for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions described in the first sentence of this
paragraph), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Notes after the end
of such Payment Blockage Period. The Notes shall not be subject to more than one
Payment Blockage Period in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period. No nonpayment default that existed or was continuing on the date of
delivery of any Blockage Notice to the Trustee shall be, or be made, the basis
for a subsequent Blockage Notice unless such default shall have been waived for
a period of not less than 90 days. Following the expiration of any period during
which the Company is prohibited from making payments on the Notes pursuant to a
Payment Blockage Notice, the Company will be obligated to resume making any and
all required payments in respect of the Notes, including any missed payments,
unless the maturity of any Designated Senior Indebtedness has been accelerated,
and such acceleration remains in full force and effect.

            The Company shall give prompt written notice to the Trustee of any
default in the payment of any Senior Indebtedness or any acceleration under any
Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness
may have been issued. Failure to give such notice shall not affect the
subordination of the Notes to the Senior Indebtedness or the application of the
other provisions provided in this Article 11.

SECTION 11.04. ACCELERATION OF NOTES.

            If payment of the Notes is accelerated because of a Default, the
Company shall promptly notify holders of Senior Indebtedness of the
acceleration.

SECTION 11.05. WHEN DISTRIBUTION MUST BE PAID OVER.

            In the event that the Trustee receives or is holding, or any Holder
receives, any payment of any principal, premium, interest and Liquidated
Damages, if any, with respect to the Notes at a time when the Trustee or such
Holder, as applicable, has actual knowledge (in the case of the Trustee as
described in Section 11.11 hereof), that such payment is prohibited by Section
11.02 or 11.03 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered to,
the holders of Senior Indebtedness as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior


                                       66
<PAGE>

Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to the Senior
Indebtedness remaining unpaid to the extent necessary to pay such Obligations in
full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

            With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall mistakenly pay over or
distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 11, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

SECTION 11.06. NOTICE BY THE COMPANY

            The Company shall promptly notify the Trustee and the Paying Agent
of any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 11, but failure to give such
notice shall not affect the subordination of the Notes to the Senior
Indebtedness as provided in this Article 11.

SECTION 11.07. SUBROGATION.

            After all Senior Indebtedness is paid in full and until the Notes
are paid in full, Holders shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders have been applied to
the payment of Senior Indebtedness. A distribution made under this Article to
holders of Senior Indebtedness that otherwise would have been made to Holders is
not, as between the Company and Holders, a payment by the Company on the Notes.

            If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article 11 shall have been
applied, pursuant to the provisions of this Article 11, to the payment of all
amounts payable under the Senior Indebtedness, then and in such case the Holders
shall be entitled to receive from the holders of such Senior Indebtedness at the
time outstanding any payments or distributions received by such holders of such
Senior Indebtedness in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full; provided,
however, that such payments or distributions shall be paid first pro rata to
Holders that previously paid amounts then pro rata to all Holders.

SECTION 11.08. RELATIVE RIGHTS.

            This Article 11 defines the relative rights of Holders and holders
of Senior Indebtedness. Nothing in this Indenture shall:

            (1) impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay principal, premium,
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;


                                       67
<PAGE>

            (2) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or

            (3) prevent the Trustee or any Holder from exercising its available
remedies upon a Default, subject to the rights of holders and owners of Senior
Indebtedness to receive distributions and payments otherwise payable to Holders.

            If the Company fails because of this Article 11 to pay principal,
premium, interest and Liquidated Damages, if any, on a Note on the due date, the
failure is still a Default.

SECTION 11.09. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

            No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or any Holder or by the failure of the
Company or any Holder to comply with this Indenture.

SECTION 11.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

            Whenever a distribution is to be made or a notice given to holders
of Senior Indebtedness, the distribution may be made and the notice given to
their Representative.

            Upon any payment or distribution of assets of the Company referred
to in this Article 11, the Trustee and the Holders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
11.

SECTION 11.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

            Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless an authorized Officer of the Trustee shall
have received at its office at least two Business Days prior to the due date of
such payment written notice of facts that would cause the payment of any
principal, premium, interest and Liquidated Damages, if any, with respect to the
Notes to violate this Article 11. Only the Company or a Representative may give
the notice. Nothing in this Article 11 shall impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.


                                       68
<PAGE>

SECTION 11.12. AUTHORIZATION TO EFFECT SUBORDINATION.

            Each Holder of a Note by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time to file such
claim, a Representative of Designated Senior Indebtedness is hereby authorized
to file an appropriate claim for and on behalf of the Holders of the Notes and
the Trustee shall have no liability therefor.

SECTION 11.13. PAYMENT.

            A payment with respect to a Note or with respect to principal of or
interest on a Note shall include payment of principal, premium, interest and
Liquidated Damages, if any, on any Note, any payment on account of any mandatory
or optional repurchase or redemption of any Note (including payments pursuant to
Article 3 or Section 4.10 or Section 4.14 hereof) and any payment or recovery on
any claim (whether for rescission or damages and whether based on contract,
tort, duty imposed by law, or any other theory of liability) relating to or
arising out of the offer, sale or purchase of any Note provided that any such
payment, other payment or recovery (i) not prohibited pursuant to this Article
11 at the time actually made shall not be subject to any recovery by any holder
of Senior Indebtedness or Representative therefor or other Person pursuant to
this Article 11 at any time thereafter (unless such payment is a voluntary
prepayment on the Notes made at the time a Default exists under this Indenture)
and (ii) made by or from any Person other than the Company shall not be subject
to any recovery by any holder of Senior Indebtedness or Representative therefor
or other Person pursuant to this Article 11 at any time thereafter except to the
extent such Person recovers any such amount paid from the Company, whether
pursuant to rights of indemnity, rescission or otherwise.

                         [Signatures on following page]


                                       69
<PAGE>

                                   SIGNATURES

Dated as of March 25, 1998

                                    PLANET HOLLYWOOD
                                    INTERNATIONAL, INC.
                                    
                                    BY:   /s/ Thomas Avallone
                                          ------------------------------------
                                          Name:  Thomas Avallone
                                          Title: Director, Executive Vice
                                                 President and Chief Financial
                                                 Officer

                                    UNITED STATES TRUST COMPANY
                                    OF NEW YORK,
                                    as Trustee
                                    
                                    BY:   /s/ Gerard F. Ganey
                                          ------------------------------------
                                          Name:  Gerard F. Ganey
                                          Title: Senior Vice President


                                       70
<PAGE>

                                   EXHIBIT A-1
                                 (Face of Note)

================================================================================

                     12% Senior Subordinated Notes due 2005

                                                   CUSIP ________

No. ___                                                            $__________

                      PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of ______________ Dollars ($____________) on April 1, 2005.

Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15.

Dated: March 25, 1998

                                          PLANET HOLLYWOOD   
                                          INTERNATIONAL, INC.
                                          
                                          By: ____________________________
                                                Name:
                                                Title:

This is one of the Global 
Notes referred to in the 
within-mentioned Indenture:

UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee

By: ______________________
     Authorized Signatory

================================================================================


                                      A-1-1
<PAGE>

                                 (Back of Note)

                     12 % Senior Subordinated Notes due 2005

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT


                                      A-1-2
<PAGE>

TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS),
SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE JURISDICTION AND (B) THAT
IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE.

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. INTEREST. Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually on April 1 and October 1 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided, however, that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be October 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including postpetition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided, however, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

            3. PAYING AGENT AND REGISTRAR.. Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and


                                     A-1-3
<PAGE>

Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $250,000,000 in
aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

            5. OPTIONAL REDEMPTION.

2            (a) Except as set forth in subparagraph (b) of this Paragraph 5,
the Notes will not be redeemable at the Company's option prior to April 1, 2003.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

                  Year                              Percentage
                  ----                              ----------
                  2003............................. 108%
                  2004............................. 104

            (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; provided, however, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

            6. MANDATORY REDEMPTION.

            Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            7. REPURCHASE AT OPTION OF HOLDER.

            (a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each


                                      A-1-4
<PAGE>

Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture.

            (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness.

            8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

            9. DENOMINATIONS, TRANSFER, EXCHANGE. Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

            10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

            11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.


                                      A-1-5
<PAGE>

            12. DEFAULTS AND REMEDIES. Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4. 10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the Notes; (e) the nonpayment within any applicable grace period
after the final maturity, or the acceleration by the holders because of a
default, of Indebtedness of the Company or any Significant Subsidiary, or group
of Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries.
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable. Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

            13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

            15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.


                                      A-1-6
<PAGE>

            16. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

            18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                Planet Hollywood International, Inc.
                8669 Commodity Circle
                Orlando, Florida 32819
                Attention: Chief Financial Officer


                                      A-1-7
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint  ______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute 
another to act for him.

Date: __________

                                Your Signature: _______________________________
                                (Sign exactly as your name appears on the face
                                of this Note)
                                
                                Signature Guarantee: __________________________


                                      A-1-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

            |_| Section 4.10       |_| Section 4.14

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: 
$___________

Date:_______                    Your Signature: ______________________________
                                (Sign exactly as your name appears on the Note)

                                Signature Guarantee: _________________________

                                Tax Identification No: _______________________


                                      A-1-9
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

                                           Principal Amount
             Amount of        Amount of        of this
            decrease in      increase in     Global Note       Signature of
         Principal Amount  Principal Amount following such  authorized officer
 Date of      of this          of this       decrease (or     of Trustee or
Exchange    Global Note      Global Note      increase)       Note Custodian
================================================================================


                                     A-1-10
<PAGE>

                                   EXHIBIT A-2
                  (Face of Regulation S Temporary Global Note)

================================================================================

                     12% Senior Subordinated Notes due 2005

                                                          CUSIP ________

No. ____                                                          $____________

                      PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of _________________ ($_______________) on April 1, 2005.

Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15.

Dated: March 25, 1998

                                          PLANET HOLLYWOOD    
                                          INTERNATIONAL, INC.
                                          
                                          By: _____________________________
                                              Name:
                                              Title:

This is one of the Global 
Notes referred to in the
within-mentioned Indenture:

UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee

By:  _______________________
      Authorized Signatory

================================================================================

                  (Back of Regulation S Temporary Global Note)

                     12 % Senior Subordinated Notes due 2005

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF


                                      A-2-1
<PAGE>

THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION


                                      A-2-2
<PAGE>

REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
RESTRICTIONS SET FORTH IN (A) ABOVE.

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. INTEREST. Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually on April 1 and October 1 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided, however, that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be October 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including postpetition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided, however, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

            3. PAYING AGENT AND REGISTRAR. Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.


                                      A-2-3
<PAGE>

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $250,000,000 in
aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

            5. OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

                   Year                                  Percentage
                   ----                                  ----------
                   2003................................  108%
                   2004................................  104

            (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; provided, however, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

            6. MANDATORY REDEMPTION.

            Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            7. REPURCHASE AT OPTION OF HOLDER.

            (a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.


                                      A-2-4
<PAGE>

            (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness.

            8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

            9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

            10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

            11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class. Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

            12. DEFAULTS AND REMEDIES. Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes;


                                      A-2-5
<PAGE>

(c) failure by the Company to comply with the provisions of Sections 4.07, 4.09,
4.10 or 4.14, which failure remains uncured for 30 days after notice; (d)
failure by the Company or any of its Restricted Subsidiaries for 60 days after
notice to comply with any of its other agreements in the Indenture or the Notes;
(e) the nonpayment within any applicable grace period after the final maturity,
or the acceleration by the holders because of a default, of Indebtedness of the
Company or any Significant Subsidiary, or group of Restricted Subsidiaries that
taken together would constitute a Significant Subsidiary, and the total amount
of such Indebtedness unpaid or accelerated exceeds $10.0 million; (f) failure by
the Company or any of its Significant Subsidiaries, or a group of Restricted
Subsidiaries that taken together would constitute a Significant Subsidiary, to
pay final judgments aggregating in excess of $10.0 million, which judgments are
not paid, discharged or stayed for a period of 60 consecutive days; and (g)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

            13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

            15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

            16. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=


                                      A-2-6
<PAGE>

tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

            18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

            Planet Hollywood International, Inc.
            8669 Commodity Circle
            Orlando, Florida 32819
            Attention: Chief Financial Officer


                                      A-2-7
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute 
another to act for him.

- --------------------------------------------------------------------------------
Date: _____________

                                      Your Signature:__________________________
                                      (Sign exactly as your name appears on the
                                      face of this Note)

                                      Signature Guarantee:_____________________


                                      A-2-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

            |_| Section 4.10           |_| Section 4.14

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: 
$__________________

Date:______________                   Your Signature:__________________________
                                      (Sign exactly as your name appears on the
                                      Note)

                                      Signature Guarantee:_____________________

                                      Tax Identification No:___________________


                                      A-2-9
<PAGE>

                 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY
                                   GLOBAL NOTE

            The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in this Global Note, have been made:

                                           Principal Amount
             Amount of        Amount of        of this
            decrease in      increase in     Global Note       Signature of
         Principal Amount  Principal Amount following such  authorized officer
 Date of      of this          of this       decrease (or     of Trustee or
Exchange    Global Note      Global Note      increase)       Note Custodian
================================================================================


                                     A-2-10
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819

United States Trust Company of New York
114 West 47th Street
New York, New York 10031

            Re: 12 % Senior Subordinated Notes due 2005 of Planet Hollywood
            International, Inc.

            Reference is hereby made to the Indenture, dated as of March 25,
1998 (the "Indenture"), between Planet Hollywood International, Inc., as issuer
(the "Company"), and United States Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            _______________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $__________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. |_| Check if Transferee will take delivery of a beneficial interest in the
144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933 (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note or the Definitive Note and in the
Indenture and the Securities Act.

2. |_| Check if Transferee will take delivery of a beneficial interest in the
Temporary Regulation S Global Note, the Regulation S Global Note or a Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed


                                       B-1
<PAGE>

and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

3. |_| Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):

            (a) such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

            (b) such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

            (c) such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

            (d) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the


                                       B-2
<PAGE>

restrictions on transfer enumerated in the Private Placement Legend printed on
the Definitive Notes and in the Indenture and the Securities Act.

4. |_| Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

            (a) |_| Check if Transfer is pursuant to Rule 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

            (b) |_| Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

            (c) |_| Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                      ________________________________
                                      [Insert Name of Transferor]

                                      By: ____________________________
                                      Name:
                                      Title:

Dated:________________, ____


                                       B-3
<PAGE>


                                       B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

      (a)   |_| a beneficial interest in the:

               (i)   |_| 144A Global Note (CUSIP _____), or

               (ii)  |_| Regulation S Global Note (CUSIP _____), or

               (iii) |_| Accredited Investor Global Note (CUSIP _____), or

               (iv)  |_| a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

        (a)   |_| a beneficial interest in the:

               (i)   |_| 144A Global Note (CUSIP _____), or

               (ii)  |_| Regulation S Global Note (CUSIP _____), or

               (iii) |_| Accredited Investor Global Note (CUSIP _____), or

               (iv)  |_| Unrestricted Global Note (CUSIP _____); or

        (b)   |_| a Restricted Definitive Note; or

        (c)   |_| an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                       B-5
<PAGE>

                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

Planet Hollywood International, Inc.
8669 Commodity Circle
Orlando, Florida 32819

United States Trust Company of New York
114 West 47th Street
New York, New York 10031

            Re: 12 % Senior Subordinated Notes due 2005 of Planet Hollywood
                International, Inc.

                               (CUSIP___________)

            Reference is hereby made to the Indenture, dated as of March 25,
1998 (the "Indenture"), between Planet Hollywood International, Inc., as issuer
(the "Company"), and United States Trust Company of New York, as Trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

            ___________, (the "Owner") owns and proposes to exchange the Note[s]
or interest in such Note[s] specified herein, in the principal amount of
$__________ in such Note[s] or interests (the "Exchange "). In connection with
the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

            (a) |_|Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933 (the "Securities Act"), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            (b) |_|Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in


                                       C-1
<PAGE>

accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

            (c) |_|Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (d) |_|Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes

            (a) |_|Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

            (b) |_|Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note . In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] ** 144A Global Note, Regulation S Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on


                                       C-2
<PAGE>

transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                      ________________________________
                                      [Insert Name of Owner]

                                      By: ____________________________
                                      Name:
                                      Title:

Dated:________________, ____


                                       C-3

<PAGE>

                                                                     Exhibit 4.7


================================================================================

                        12% SENIOR SUBORDINATED NOTES DUE 2005


                                                       CUSIP  727025AA6   
                                                             -------------

NO. G-1                                                       $100,000,000.00

                         PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to  Cede & Co.

or registered assigns,

the principal sum of One Hundred Million Dollars ($100,000,000.00) on April 1,
2005

Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15

Dated: March 25, 1998

                                   PLANET HOLLYWOOD INTERNATIONAL, INC.

                                   By:   /s/ Thomas Avallone
                                      ------------------------------------------
                                      Name:  Thomas Avallone
                                      Title: Director, Executive Vice President
                                             and Chief Financial Officer

This is one of the Global 
Notes referred to in the
within-mentioned Indenture:

UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:       /s/ Gerard F. Ganey
    -------------------------------
          Authorized Signatory


================================================================================

<PAGE>

                                                                               2


                       12% Senior Subordinated Notes due 2005
                                          
    THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
  OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
 EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
    PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
     A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
                                        
  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
  SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
  COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
  AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
 REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
   OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
                   HEREOF, CEDE & CO., HAS AN INTEREST HEREIN
                                        
  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY
 INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
  OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
                                        
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2) PURSUANT
    TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
     SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
   INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
 THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
  OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED
  ON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE
   FOREGOING CASES TO APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH
 SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
      EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.
                                          
          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   INTEREST.  Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, HOWEVER, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, 

<PAGE>

                                                                               3


FURTHER, that the first Interest Payment Date shall be October 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          2.   METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3.   PAYING AGENT AND REGISTRAR.  Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its Subsidiaries may act in any
such capacity.

          4.   INDENTURE.  The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections  77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $250,000,000
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          5.   OPTIONAL REDEMPTION.

          (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:


          YEAR                                              PERCENTAGE
          ----                                              ----------
          2003 ........................................     108%
          2004 ........................................     104


          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, HOWEVER, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held  by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

<PAGE>

                                                                               4


          6.   MANDATORY REDEMPTION.

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

          7.   REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer  in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness. 

          8.   NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

          9.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

          10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

          11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

          12.  DEFAULTS AND REMEDIES.  Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the 

<PAGE>

                                                                               5


Notes; (e) the nonpayment within any applicable grace period after the final
maturity, or the acceleration by the holders because of a default, of
Indebtedness of the Company or any Significant Subsidiary, or group of
Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries. 
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable.  Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

          13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.  Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

          15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16.  ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

          18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. 

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Planet Hollywood International, Inc.

          8669 Commodity Circle
          Orlando, Florida  32819
          Attention: Chief Financial Officer

<PAGE>

                                                                               6


Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to 



- --------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax I.D. no.)



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)


and irrevocably appoint _____________________________________to transfer this
Note on the books of the Company.  The agent may substitute another to act for
him.


- --------------------------------------------------------------------------------
Date: ______________
                                        Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)
                                        Signature Guarantee: ___________________

<PAGE>

                                                                               7


                         OPTION OF HOLDER TO ELECT PURCHASE
                                          
          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

           Section 4.10       Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date: _________                    Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Signature Guarantee: ________________________

                                   Tax Identification No:_______________________

<PAGE>

                                                                               8


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
 

                                                                              Principal Amount
                      Amount of decrease     Amount of increase in                of this
                             in                 Principal Amount                Global Note                  Signature of
                       Principal Amount             of this                    following such            authorized officer of
                           of this                Global Note              decrease (or increase)           Trustee or Note
  Date of Exchange       Global Note                                                                           Custodian
- --------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                           <C>                           <C>

</TABLE>

 
<PAGE>

================================================================================

                        12% SENIOR SUBORDINATED NOTES DUE 2005


                                                       CUSIP  727025AA6 
                                                            ----------------

NO. G-2                                                      $100,000,000.00

                         PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to  Cede & Co.

or registered assigns,

the principal sum of One Hundred Million Dollars ($100,000,000.00) on April 1,
2005

Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15

Dated: March 25, 1998

                                   PLANET HOLLYWOOD INTERNATIONAL, INC.

                                   By:  /s/ Thomas Avallone
                                      ------------------------------------------
                                      Name:  Thomas Avallone
                                      Title: Director, Executive Vice President
                                             and Chief Financial Officer

This is one of the Global 
Notes referred to in the
within-mentioned Indenture:


UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By: /s/ Gerard F. Ganey
   ------------------------------
        Authorized Signatory

================================================================================

<PAGE>

                                                                               2


                       12% Senior Subordinated Notes due 2005
                                          
    THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
 OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
 EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
    PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
     A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
                                     
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
 SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
 COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
 AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
  ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
     CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
 REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
                  HEREOF, CEDE & CO., HAS AN INTEREST HEREIN
                                     
  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY
 INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
  OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
                                     
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2) PURSUANT
    TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
    SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
   INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
  OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED
 ON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE
   FOREGOING CASES TO APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
      EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.
                                          
          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   INTEREST.  Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, HOWEVER, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, 

<PAGE>

                                                                               3


FURTHER, that the first Interest Payment Date shall be October 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          2.   METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3.   PAYING AGENT AND REGISTRAR.  Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its Subsidiaries may act in any
such capacity.

          4.   INDENTURE.  The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections  77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $250,000,000
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          5.   OPTIONAL REDEMPTION.

          (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:


          YEAR                                              PERCENTAGE
          ----                                              ----------
          2003 .........................................    108%
          2004 .........................................    104


          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, HOWEVER, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held  by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

<PAGE>

                                                                               4


          6.   MANDATORY REDEMPTION.

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

          7.   REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer  in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness. 

          8.   NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

          9.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

          10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

          11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

          12.  DEFAULTS AND REMEDIES.  Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the 

<PAGE>

                                                                               5


Notes; (e) the nonpayment within any applicable grace period after the final
maturity, or the acceleration by the holders because of a default, of
Indebtedness of the Company or any Significant Subsidiary, or group of
Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries. 
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable.  Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

          13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.  Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

          15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16.  ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

          18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. 

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Planet Hollywood International, Inc.

          8669 Commodity Circle
          Orlando, Florida  32819
          Attention: Chief Financial Officer

<PAGE>

                                                                               6


Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to 



- --------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax I.D. no.)



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)


and irrevocably appoint _____________________________________to transfer this
Note on the books of the Company.  The agent may substitute another to act for
him.


- --------------------------------------------------------------------------------
Date: ______________
                                        Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)
                                        Signature Guarantee: ___________________

<PAGE>

                                                                               7


                         OPTION OF HOLDER TO ELECT PURCHASE
                                          
          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

           Section 4.10       Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date: _________                    Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Signature Guarantee: ________________________

                                   Tax Identification No:_______________________

<PAGE>

                                                                               8


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
 

                                                                              Principal Amount
                      Amount of decrease     Amount of increase in                of this
                             in                 Principal Amount                Global Note                  Signature of
                       Principal Amount             of this                    following such            authorized officer of
                           of this                Global Note              decrease (or increase)           Trustee or Note
  Date of Exchange       Global Note                                                                           Custodian
- --------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                           <C>                           <C>

</TABLE>

 
<PAGE>

================================================================================

                        12% SENIOR SUBORDINATED NOTES DUE 2005


                                                       CUSIP  727025AA6
                                                              ---------

NO. G-3                                                $50,000,000.00

PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to  Cede & Co.

or registered assigns,

the principal sum of Fifty Million Dollars ($50,000,000.00) on April 1, 2005
Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15

Dated: March 25, 1998

                              PLANET HOLLYWOOD INTERNATIONAL, INC.

                              By: /s/ Thomas Avallone

                                 Name:  Thomas Avallone
                                 Title: Director, Executive Vice President
                                        and Chief Financial Officer

This is one of the Global 
Notes referred to in the
within-mentioned Indenture:


UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:  /s/ Gerard F. Ganey
   ------------------------

     Authorized Signatory

<PAGE>

                                                                               2


                        12% Senior Subordinated Notes due 2005

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
     OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
     FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
     DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
     TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
     OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
     SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
     NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
     IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
     SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
     TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
     CO., HAS AN INTEREST HEREIN

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR
     ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
     TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER,
     SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY,
     (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
     NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
     (5) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL
     IF THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO
     APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS
     REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
     OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   INTEREST.  Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, HOWEVER, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, 

<PAGE>

                                                                               3


interest shall accrue from such next succeeding Interest Payment Date; PROVIDED,
FURTHER, that the first Interest Payment Date shall be October 1, 1998. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          2.   METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3.   PAYING AGENT AND REGISTRAR.  Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its Subsidiaries may act in any
such capacity.

          4.   INDENTURE.  The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections  77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $250,000,000
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          5.   OPTIONAL REDEMPTION.

          (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:


          YEAR                                         PERCENTAGE
          ----                                         ----------
          2003 ...................................     108%
          2004 ...................................     104


          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, HOWEVER, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held  by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

<PAGE>

                                                                               4


          6.   MANDATORY REDEMPTION.

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

          7.   REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer  in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness.

          8.   NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

          9.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

          10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

          11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

          12.  DEFAULTS AND REMEDIES.  Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the Notes; (e) the nonpayment within any applicable grace period
after the final maturity, or the acceleration by the holders because of a
default, of Indebtedness of the Company or any Significant Subsidiary, or group
of Restricted Subsidiaries that taken 

<PAGE>

                                                                               5


together would constitute a Significant Subsidiary, and the total amount of such
Indebtedness unpaid or accelerated exceeds $10.0 million; (f) failure by the
Company or any of its Significant Subsidiaries, or a group of Restricted
Subsidiaries that taken together would constitute a Significant Subsidiary, to
pay final judgments aggregating in excess of $10.0 million, which judgments are
not paid, discharged or stayed for a period of 60 consecutive days; and (g)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries.  If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable. 
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice.  Holders may not enforce the
Indenture or the Notes except as provided in the Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest on, or the principal of, the Notes.  The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

          13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.  Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

          15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16.  ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

          18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. 

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Planet Hollywood International, Inc.

          8669 Commodity Circle
          Orlando, Florida  32819
          Attention: Chief Financial Officer

<PAGE>

                                                                               6


Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to 



- --------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax I.D. no.)



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)


and irrevocably appoint _____________________________________to transfer this
Note on the books of the Company.  The agent may substitute another to act for
him.


- --------------------------------------------------------------------------------
Date: ______________
                                        Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)
                                        Signature Guarantee: ___________________

<PAGE>

                                                                               7


                         OPTION OF HOLDER TO ELECT PURCHASE
                                          
          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

           Section 4.10       Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date: _________                    Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Signature Guarantee: ________________________

                                   Tax Identification No:_______________________

<PAGE>

                                                                               8


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
 

                                                                              Principal Amount
                      Amount of decrease     Amount of increase in                of this
                             in                 Principal Amount                Global Note                  Signature of
                       Principal Amount             of this                    following such            authorized officer of
                           of this                Global Note              decrease (or increase)           Trustee or Note
  Date of Exchange       Global Note                                                                           Custodian
- --------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                           <C>                           <C>

</TABLE>

 
<PAGE>

================================================================================

                        12% SENIOR SUBORDINATED NOTES DUE 2005


                                                       CUSIP  727025AC2

NO. A-1                                                      $0.00

PLANET HOLLYWOOD INTERNATIONAL, INC.

promises to pay to  Cede & Co.

or registered assigns,

the principal sum of Zero Dollars ($0.00) on April 1, 2005

Interest Payment Dates: April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15

Dated: March 25, 1998

                                   PLANET HOLLYWOOD INTERNATIONAL, INC.

                                   By:   /s/ Thomas Avallone
                                      ------------------------------------------
                                      Name:  Thomas Avallone
                                      Title: Director, Executive Vice President
                                             and Chief Financial Officer


This is one of the Global 
Notes referred to in the
within-mentioned Indenture:


UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:  /s/ Gerard F. Ganey
   ---------------------------
     Authorized Signatory

<PAGE>

                                                                               2


                        12% Senior Subordinated Notes due 2005

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
     OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
     FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
     DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
     TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
     OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
     SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
     NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
     IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
     SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
     TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
     CO., HAS AN INTEREST HEREIN

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR
     ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
     TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER,
     SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY,
     (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
     NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
     (5) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL
     IF THE COMPANY SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO
     APPLICABLE JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS
     REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
     OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

<PAGE>

                                                                               3


          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   INTEREST.  Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, HOWEVER, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be October
1, 1998. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          2.   METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3.   PAYING AGENT AND REGISTRAR.  Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar.  The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its Subsidiaries may act in any
such capacity.

          4.   INDENTURE.  The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections  77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $250,000,000
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          5.   OPTIONAL REDEMPTION.

          (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the 

<PAGE>

                                                                               4


redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:


          YEAR                                         PERCENTAGE
          ----                                         ----------
          2003 ...................................     108%
          2004 ...................................     104


          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, HOWEVER, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held  by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

          6.   MANDATORY REDEMPTION.

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

          7.   REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the Company shall commence an offer to all Holders of Notes and
all holders of other Indebtedness containing provisions similar to those set
forth in the Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets (as "Asset Sale Offer") pursuant to Section 3.09 of
the Indenture and such other Indebtedness to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer  in accordance
with the procedures set forth in Section 3.09 and such other Indebtedness.  

          8.   NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

          9.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register 

<PAGE>

                                                                               5


the transfer of any Notes for a period of 15 days before a selection of Notes to
be redeemed or during the period between a record date and the corresponding
interest payment date.

          10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

          11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

          12.  DEFAULTS AND REMEDIES.  Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the Notes; (e) the nonpayment within any applicable grace period
after the final maturity, or the acceleration by the holders because of a
default, of Indebtedness of the Company or any Significant Subsidiary, or group
of Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds $10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries. 
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable.  Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

          13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the 

<PAGE>

                                                                               6


Notes or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation.  Each Holder by accepting a Note waives
and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

          15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16.  ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

          18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon. 

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Planet Hollywood International, Inc.
          8669 Commodity Circle
          Orlando, Florida  32819
          Attention: Chief Financial Officer
                                          
<PAGE>

                                                                               7


Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to 



- --------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax I.D. no.)



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)


and irrevocably appoint _____________________________________to transfer this
Note on the books of the Company.  The agent may substitute another to act for
him.


- --------------------------------------------------------------------------------
Date: ______________
                                        Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)
                                        Signature Guarantee: ___________________

<PAGE>

                                                                               8


                         OPTION OF HOLDER TO ELECT PURCHASE
                                          
          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

           Section 4.10       Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date: _________                    Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Signature Guarantee: ________________________

                                   Tax Identification No:_______________________

<PAGE>

                                                                               9


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
 

                                                                              Principal Amount
                      Amount of decrease     Amount of increase in                of this
                             in                 Principal Amount                Global Note                  Signature of
                       Principal Amount             of this                    following such            authorized officer of
                           of this                Global Note              decrease (or increase)           Trustee or Note
  Date of Exchange       Global Note                                                                           Custodian
- --------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                           <C>                           <C>

</TABLE>

 
<PAGE>

================================================================================

                       12% SENIOR SUBORDINATED NOTES DUE 2005
                                          
                                                       CUSIP  U72604AA6
                                                             ---------------


No. S-1                                                                  $0.00

                        PLANET HOLLYWOOD INTERNATIONAL, INC.
                                          
promises to pay to Cede & Co.

or registered assigns,

the principal sum of Zero Dollars ($0.00) on April 1, 2005

Interest Payment Dates:  April 1 and October 1, commencing October 1, 1998

Record Dates: March 15 and September 15


Dated: March 25, 1998

                                   PLANET HOLLYWOOD INTERNATIONAL, INC.
                                   By:   /s/ Thomas Avallone
                                      ------------------------------------------
                                      Name:  Thomas Avallone
                                      Title: Director, Executive Vice President
                                        and Chief Financial Officer


This is one of the Global
Notes referred to in the
within-mentioned Indenture:


UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:   /s/ Gerard F. Ganey
   ---------------------------
      Authorized Signatory

================================================================================

<PAGE>

                                                                               2


                   12% Series A Senior Subordinated Notes due 2005

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
     CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,
     ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER
     NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
     BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
     OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
     FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
     DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
     TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
     OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
     SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
     NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
     IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
     SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
     TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
     CO., HAS AN INTEREST HEREIN

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY NOR
     ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
     SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
     TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES (A) TO OFFER,
     SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY,
     (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A
     "QUALIFIED 

<PAGE>

                                                                               3


     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S.
     PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE
     REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (5) PURSUANT TO ANY
     OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
     SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF THE COMPANY SO
     REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
     JURISDICTION AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
     TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
     RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   INTEREST.  Planet Hollywood International, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 12% per annum from March 25, 1998 until maturity and shall pay the
Liquidated Damages, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date").  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED, HOWEVER, that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be October
1, 1998. The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

          2.   METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent.  Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

          3.   PAYING AGENT AND REGISTRAR.  Initially, United States Trust
Company of New York, the Trustee under the Indenture, will act as Paying Agent
and Registrar.  The Company 

<PAGE>

                                                                               4


may change any Paying Agent or Registrar without notice to any Holder.  The
Company or any of its Subsidiaries may act in any such capacity.

          4.   INDENTURE.  The Company issued the Notes under an Indenture dated
as of March 25, 1998 ("Indenture") between the Company and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections  77aaa-77bbbb).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $250,000,000
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

          5.   OPTIONAL REDEMPTION.

          (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Notes will not be redeemable at the Company's option prior to April 1, 2003. 
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:


          YEAR                                         PERCENTAGE
          ----                                         ----------
          2003 ...................................     108%
          2004 ...................................     104


          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of Notes originally issued at a redemption price of
112% of the principal amount thereof, plus accrued and unpaid interest thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings; PROVIDED, HOWEVER, that (a) at
least $162,500,000 aggregate principal amount of Notes remain outstanding
immediately following such redemption (excluding Notes held  by the Company and
its Subsidiaries) and (b) such redemption shall occur within 90 days of the date
of such Public Equity Offering.

          6.   MANDATORY REDEMPTION.

          Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

          7.   REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $5 million in any
calendar year, the 

<PAGE>

                                                                               5


Company shall commence an offer to all Holders of Notes and all holders of other
Indebtedness containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture and
such other Indebtedness to purchase the maximum principal amount of Notes and
such other Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the
date fixed for the closing of such offer  in accordance with the procedures set
forth in Section 3.09 and such other Indebtedness.  

          8.   NOTICE OF REDEMPTION.  Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.  On and after the redemption date interest ceases to accrue on Notes
or portions thereof called for redemption.

          9.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000.  The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

          10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

          11.  AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class.  Without the consent of any Holder of a Note, the Indenture
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation, or sale of
substantially all of the Company's assets to make any change that would provide
any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

          12.  DEFAULTS AND REMEDIES.  Events of Default include: (a) default
for 30 days in the payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the principal of or premium, if
any, on the Notes; (c) failure by the Company to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.14, which failure remains uncured for 30 days
after notice; (d) failure by the Company or any of its Restricted Subsidiaries
for 60 days after notice to comply with any of its other agreements in the
Indenture or the Notes; (e) the nonpayment within any applicable grace period
after the final maturity, or the acceleration by the holders because of a
default, of Indebtedness of the Company or any Significant Subsidiary, or group
of Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary, and the total amount of such Indebtedness unpaid or accelerated
exceeds 

<PAGE>

                                                                               6


$10.0 million; (f) failure by the Company or any of its Significant
Subsidiaries, or a group of Restricted Subsidiaries that taken together would
constitute a Significant Subsidiary, to pay final judgments aggregating in
excess of $10.0 million, which judgments are not paid, discharged or stayed for
a period of 60 consecutive days; and (g) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries. 
If any Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable.  Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

          13.  TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          14.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

          15.  AUTHENTICATION.  This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          16.  ABBREVIATIONS.  Customary abbreviations may be used in the name
of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 25, 1998, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

          18.  CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of 

<PAGE>

                                                                               7


redemption as a convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon. 

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          Planet Hollywood International, Inc.
          8669 Commodity Circle
          Orlando, Florida  32819
          Attention: Chief Financial Officer

<PAGE>

                                                                               8


Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to 



- --------------------------------------------------------------------------------
                   (Insert assignee's soc. sec. or tax I.D. no.)



- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)


and irrevocably appoint _____________________________________to transfer this
Note on the books of the Company.  The agent may substitute another to act for
him.


- --------------------------------------------------------------------------------
Date: ______________
                                        Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)
                                        Signature Guarantee: ___________________

<PAGE>

                                                                               9


                         OPTION OF HOLDER TO ELECT PURCHASE
                                          
          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

           Section 4.10       Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________





Date: _________                    Your Signature: _____________________________
                                   (Sign exactly as your name appears on the
                                   Note)

                                   Signature Guarantee: ________________________

                                   Tax Identification No:_______________________

<PAGE>

                                                                              10


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
 

                                                                              Principal Amount
                      Amount of decrease     Amount of increase in                of this
                             in                 Principal Amount                Global Note                  Signature of
                       Principal Amount             of this                    following such            authorized officer of
                           of this                Global Note              decrease (or increase)           Trustee or Note
  Date of Exchange       Global Note                                                                           Custodian
- --------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>                           <C>                           <C>

</TABLE>


<PAGE>

                                                                       Exhibit 5






                                   [Letterhead of]

                               CRAVATH, SWAINE & MOORE
                                  [New York Office]





                                                                     May 1, 1998


                         PLANET HOLLYWOOD INTERNATIONAL, INC.
                        12% SENIOR SUBORDINATED NOTES DUE 2005
                           FORM S-4 REGISTRATION STATEMENT

Ladies and Gentlemen:

          We have acted as counsel for Planet Hollywood International, Inc., a
Delaware corporation (the "Company"), in connection with the filing by the
Company with the Securities and Exchange Commission (the "Commission") of a
registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), relating to the proposed issuance, in
exchange for (the "Exchange Offer") up to $250,000,000 aggregate principal
amount of the Company's 12% Senior Subordinated Notes due 2005 (the "Old
Notes"), of a like principal amount of the Company's 12% Senior Subordinated
Notes due 2005 (the "New Notes").  The New Notes are to be issued pursuant to
the indenture dated as of March 25, 1998 (the "Indenture"), between the Company
and United States Trust Company of New York, as trustee (the "Trustee"). 
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed thereto in the Indenture.

          In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Indenture.

          Based on the foregoing, we are of opinion as follows:

<PAGE>

                                                                          Page 2

          1.  The Indenture has been duly authorized, executed and delivered by
the Company and, assuming due authorization, execution and delivery thereof by
the Trustee, the Indenture constitutes a legal, valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms
(subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting creditors' rights generally
from time to time in effect and to general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether such enforceability is considered in a proceeding in equity or at
law). 

          2.  The New Notes have been duly authorized by the Company, and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered in exchange for the Old Notes pursuant to the Exchange Offer, will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and entitled to the benefits
of the Indenture (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity,
including concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether such enforceability is considered in a proceeding in
equity or at law); in expressing the opinion set forth in this paragraph 2, we
have assumed that the form of the New Notes will conform to that included in the
Indenture.

          We hereby consent to the filing of this opinion with the Commission as
exhibit 5. to the Registration Statement.  We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement.  In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.

<PAGE>

                                                                         Page 3

          We are admitted to practice in the State of New York and we do not
express any opinion with respect to matters governed by any laws other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America. 


                                             Very truly yours,

                                             /s/Cravath, Swaine & Moore

                                             Cravath, Swaine & Moore


Planet Hollywood International, Inc.
     8669 Commodity Circle
       Orlando, FL 32819




<PAGE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                      PLANET HOLLYWOOD INTERNATIONAL, INC.

                                  $250,000,000

                     12% Senior Subordinated Notes due 2005



                          Registration Rights Agreement

                                 March 25, 1998




                            BEAR, STEARNS & CO. INC.
                              SALOMON BROTHERS INC
                                 COWEN & COMPANY
                        NATIONSBANC MONTGOMERY SECURITIES
                    SUNTRUST EQUITABLE SECURITIES CORPORATION
                             SCOTIA CAPITAL MARKETS


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


<PAGE>


         This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 25, 1998 by and between PLANET HOLLYWOOD INTERNATIONAL,
INC., a Delaware corporation (the "Company"), and BEAR, STEARNS & CO. INC.,
SALOMON BROTHERS INC, COWEN & COMPANY, NATIONSBANC MONTGOMERY SECURITIES LLC,
SUN TRUST EQUITABLE SECURITIES CORPORATION and SCOTIA CAPITAL MARKETS
(collectively, the "Initial Purchasers"), who have agreed to purchase the
Company's 12% Senior Subordinated Notes due 2005 (the "Initial Notes") pursuant
to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated March
20, 1998 (the "Purchase Agreement"), by and between the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Initial
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligation of the Initial Purchasers set forth in Section 6 of the Purchase
Agreement.

         The parties hereby agree as follows:

         1.       Definitions.  As used in this Agreement, the following
capitalized terms shall have the following meanings:

         "Act" means the Securities Act of 1933, as amended.

         "Affiliate" has the meaning ascribed to it in Rule 144 of
the Act.

         "Broker-Dealer" means any broker or dealer registered under
the Exchange Act.

         "Certificated Securities" means Definitive Notes, as defined
in the Indenture.

         "Closing Date" means the date of this Agreement.

         "Commission" means the U.S. Securities and Exchange
Commission.

         "Consummate" with respect to a Registered Exchange Offer and for
purposes of this Agreement, means the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be 


<PAGE>

issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the
Indenture of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Initial Notes tendered by Holders thereof pursuant
to the Exchange Offer.

         "Effectiveness Deadline" has the meaning ascribed to it in
Section 3(a) and 4(a) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Exchange Notes" means the Company's 12% Senior Subordinated
Notes due 2005 to be issued pursuant to the Indenture:  (i) in
the Exchange Offer or (ii) as contemplated by Section 4 hereof.

         "Exchange Offer" means the exchange and issuance by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Initial Notes that are tendered by such Holders in connection with such
exchange and issuance.

         "Exchange Offer Registration Statement" means the
Registration Statement relating to the Exchange Offer, including
the related Prospectus.

         "Exempt Resales" means the transactions in which the Initial Purchasers
propose to sell the Initial Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act, and pursuant to Regulation S
under the Act.

         "Filing Deadline" has the meaning ascribed to it in Section
3(a) hereof.

         "Holders" has the meaning ascribed to it in Section 2(b)
hereof.

         "Indemnified Holder" has the meaning ascribed to it in
Section 8(a) hereof.

         "Prospectus" means the prospectus included in a Registration Statement
at the time such Registration Statement is declared 


<PAGE>

effective, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

         "Recommencement Date" has the meaning ascribed to it in
Section 6(d) hereof.

         "Registration Default" has the meaning ascribed to it in
Section 5 hereof.

         "Registration Statement" means any registration statement of the
Company relating to (a) an offering of Exchange Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         "Regulation S" means Regulation S promulgated under the Act.

         "Restricted Broker-Dealer" means any Broker-Dealer that holds Exchange
Notes that were acquired in the Exchange Offer in exchange for Initial Notes
that such Broker-Dealer acquired for its own account as a result of market
making activities or other trading activities (other than Initial Notes acquired
directly from the Company or any of its affiliates).

         "Rule 144" means Rule 144 promulgated under the Act.

         "Shelf Effectiveness Deadline" has the meaning ascribed to
it in Section 4(a) hereof.

         "Shelf Filing Deadline" has the meaning ascribed to it in
Section 4(a) hereof.

         "Shelf Registration Statement" has the meaning ascribed to
it in Section 4 hereof.

         "Suspension Notice" has the meaning ascribed to it in
Section 6(d) hereof.


<PAGE>

         "TIA" means the Trust Indenture Act of 1939, as amended and in effect
on the date the Registration Statements become effective.

         "Transfer Restricted Securities" means each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Act, (b) the date on which such Note
has been disposed of in accordance with a Shelf Registration Statement, (c) the
date on which such Note is disposed of by a Broker-Dealer pursuant to the "Plan
of Distribution" contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein) or (d) the date on
which such Note is distributed to the public pursuant to Rule 144 under the Act
or is saleable pursuant to Rule 144(k) under the Act.

         2.       Securities Subject to this Agreement.  (a) The
securities entitled to the benefits of this Agreement are the
Transfer Restricted Securities.

         (b) A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

         3. Registered Exchange Offer. (a) Unless the Exchange Offer shall not
be permitted by applicable federal law (after the procedures set forth in
Section 6(a)(i) below have been complied with), the Company shall (i) cause the
Exchange Offer Registration Statement to be filed with the Commission as soon as
practicable after the Closing Date (the "Exchange Offer Filing Date"), but in no
event later than 45 days after the Closing Date (such 45th day being the "Filing
Deadline"), (ii) use its best efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 150 days after the Closing Date (such 150th day being the
"Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the 

<PAGE>

effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Exchange Notes to be offered in exchange for
the Initial Notes that are Transfer Restricted Securities and to permit resales
of Exchange Notes by Restricted Broker-Dealers as contemplated by Section 3(c)
below.

         (b) The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
provided, however, that in no event shall such period be less than 20 Business
Days. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Notes
shall be included in the Exchange Offer Registration Statement. The Company
shall use its best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 25 Business Days thereafter.

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Restricted Broker-Dealer who holds Transfer Restricted
Securities, may exchange such Transfer Restricted Securities pursuant to the
Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter"
within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer and that the
Prospectus contained in the Exchange Offer Registration Statement may be used to
satisfy such prospectus delivery requirement. Such "Plan of Distribution"
section shall also contain all other information with respect to such sales by
such Broker-Dealers that the Commission may require in order to permit such
sales pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Transfer Restricted Securities held by
any such Broker-Dealer, except to the extent required by the Commission as a
result of a change in policy, rules or regulations after the date of this
Agreement.

         To the extent necessary to ensure that the Exchange Offer Registration
Statement is available for sales of Exchange Notes by Restricted Broker-Dealers,
the Company agrees to use its best 

<PAGE>

efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(c) hereof and in conformity with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of (a) for Restricted Broker-Dealers, the lesser of 180
days and the date on which all Exchange Notes are sold by such Restricted
Broker-Dealers and (b) not less than 90 days for other Broker-Dealers, or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Exchange Offer Registration Statement have been sold pursuant thereto.
The Company shall promptly provide sufficient copies of the latest version of
such Prospectus to such Restricted Broker- Dealers and Broker-Dealers promptly
upon request, at any time during such period.

         4. Shelf Registration. (a) If (i) the Exchange Offer is not permitted
by applicable law (after the Company has complied with the procedures set forth
in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company within 20 Business Days following the
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or
Commission policy from participating in the Exchange Offer or (B) such Holder
may not resell the Exchange Notes acquired by it in the Exchange Offer to the
public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or any of its Affiliates, then the
Company shall:

         (x) cause to be filed, on or prior to 30 days after the earlier of (i)
         the date on which the Company determines that the Exchange Offer
         Registration Statement cannot be filed as a result of clause (a)(i)
         above and (ii) the date on which the Company receives the notice
         specified in clause (a) (ii) above, (such earlier date, the "Shelf
         Filing Deadline"), a shelf registration statement pursuant to Rule 415
         under the Act (which may be an amendment to the Exchange Offer
         Registration Statement (the "Shelf Registration Statement")), relating
         to all Transfer Restricted Securities, and

         (y) shall use its best efforts to cause such Shelf Registration
         Statement to become effective on or prior to the later of 60 days after
         the Shelf Filing Deadline and 150 

<PAGE>

         days after the Closing Date (such 60th or 150th day the "Shelf
         Effectiveness Deadline").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law, then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company shall remain obligated to meet the Shelf Effectiveness Deadline set
forth in clause (y).

         The Company shall use its best efforts to keep any Shelf Registration
Statement required by this Section 4(a) continuously effective, supplemented and
amended as required by and subject to the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to the benefit of
this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(c)(i)) following the date on which such Shelf Registration
Statement first becomes effective under the Act, or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have either been sold pursuant thereto or are no longer restricted
securities as defined under Rule 144 under the Act.

         (b) No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Company in writing,
within 20 days after receipt of a request therefor, such information as the
Company may reasonably request for use in connection with any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. Each selling
Holder agrees to promptly furnish additional information required to be
disclosed in order to make the information previously furnished to the Company
by such Holder not materially misleading.

         5. Liquidated Damages. If (i) any Registration Statement required by
this Agreement is not filed with the Commission on or prior to the Filing
Deadline or Shelf Filing Deadline, as applicable, (ii) any such Registration
Statement has not been declared effective by the Commission on or prior to the

<PAGE>

Effectiveness Deadline or the Shelf Effective Deadline, as applicable, (iii) the
Exchange Offer has not been Consummated within 25 Business Days after the
Exchange Offer Registration Statement is first declared effective by the
Commission or (iv) any Registration Statement required by this Agreement is
filed and declared effective but shall thereafter cease to be effective or fail
to be usable for its intended purpose without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective immediately (each such event referred to
in clauses (i) through (iv), a "Registration Default"), liquidated damages will
accrue on the Notes subject to the respective and applicable Registration
Statements from and including the day following such Registration Default to but
excluding the day on which such Registration Default has been cured. Liquidated
damages will be paid semi-annually in arrears, with the first semi-annual
payment due on the first interest payment date following the date on which such
liquidated damages began to accrue, and will accrue at a rate per annum of 25
basis points (0.25%) of the principal amount of Notes so subject, which rate
shall increase by an additional 25 basis points (0.25%) per annum on he first
day of any subsequent 90-day period that the Registration Default remains
uncured up to a maximum rate equal to 100 basis points (1.00%) per annum;
provided that the Company shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the liquidated damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease to accrue.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each interest payment date provided for in the Indenture and the Notes. All
obligations of the Company set forth in the preceding paragraph that are
outstanding 

<PAGE>

with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all
such obligations with respect to such Security shall have been satisfied in
full.

         6. Registration Procedures. (a) In connection with the Exchange Offer,
the Company shall comply with all applicable provisions of Section 6(c) below,
shall use its best efforts to effect such exchange and to permit the resale of
Exchange Notes by Restricted Broker-Dealers being sold in accordance with the
intended method or methods of distribution thereof, and shall comply with all of
the following provisions:

                  (i) If in the reasonable opinion of counsel to the Company
         there is a question as to whether the Exchange Offer is permitted by
         applicable federal law, the Company hereby agrees to seek a no-action
         letter or other favorable decision from the Commission allowing the
         Company to Consummate an Exchange Offer for such Transfer Restricted
         Securities. The Company hereby agrees to pursue the issuance of such a
         decision to the Commission staff level. In connection with the
         foregoing, the Company hereby agrees to take all such other actions as
         may be requested by the Commission or otherwise reasonably necessary in
         connection with the issuance of such decision, including (A)
         participating in telephonic conferences with the Commission, (B)
         delivering to the Commission staff an analysis prepared by counsel to
         the Company setting forth the legal bases, if any, upon which such
         counsel has concluded that such an Exchange Offer should be permitted
         and (C) diligently pursuing a resolution (which need not be favorable)
         by the Commission staff.

                  (ii) As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including any
         Holder who is a Broker- Dealer) shall furnish, upon the request of the
         Company, prior to the Consummation of the Exchange Offer, a written
         representation to the Company (which may be contained in the letter of
         transmittal contemplated by the Exchange Offer Registration Statement)
         to the effect that (A) it is not an Affiliate of the Company, (B) it is
         not engaged in, and does not intend to engage in, and has no
         arrangement or understanding with any person to participate in, a
         distribution of the Exchange Notes to be issued in the Exchange Offer
         and (C) it is acquiring the Exchange Notes in its ordinary course of
         business. Each Holder using the Exchange Offer to 


         participate in a distribution of the Exchange Notes hereby acknowledges
         and agrees that, if the resales are of Exchange Notes obtained by such
         Holder in exchange for Initial Notes acquired directly from the Company
         or an Affiliate thereof, it (1) could not, under Commission policy as
         in effect on the date of this Agreement, rely on the position of the
         Commission enunciated in Morgan Stanley and Co., Inc. (available June
         5, 1991) and Exxon Capital Holdings Corporation (available May 13,
         1988), as interpreted in the Commission's letter to Shearman & Sterling
         dated July 2, 1993, and similar no-action letters (including, if
         applicable, any no-action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Act in connection with a secondary resale
         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or 508, as applicable,
         of Regulation S-K.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental letter
         to the Commission (A) stating that the Company is registering the
         Exchange Offer in reliance on the position of the Commission enunciated
         in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
         Stanley and Co., Inc. (available June 5, 1991) as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and, if
         applicable, any no- action letter obtained pursuant to clause (i)
         above, (B) including a representation that the Company has not entered
         into any arrangement or understanding with any person to distribute the
         Exchange Notes to be received in the Exchange Offer and that, to the
         best of the Company's information and belief, each Holder participating
         in the Exchange Offer is acquiring the Exchange Notes in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of the Exchange Notes
         received in the Exchange Offer and (C) any other undertaking or
         representation required by the Commission as set forth in any no-action
         letter obtained pursuant to clause (i) above, if applicable.

         (b) In connection with the Shelf Registration Statement, the Company
shall comply with all the provisions of Section 6(c) below and shall use its
best efforts to effect such registration 

<PAGE>

to permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.

         (c) In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company shall:

                  (i) use its best efforts to keep such Registration Statement
         continuously effective and provide all requisite financial statements
         for the period specified in Section 3 or 4 of this Agreement, as
         applicable. Upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) to
         contain a material misstatement or omission or (B) not to be effective
         and usable for resale of Transfer Restricted Securities covered by such
         Registration Statement during the period required by this Agreement,
         the Company shall file promptly an appropriate amendment to such
         Registration Statement curing such defect, and, if Commission review is
         required, use its best efforts to cause such amendment to be declared
         effective as soon as practicable.

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

<PAGE>

                  (iii) advise the selling Holders of Transfer Restricted
         Securities covered by such Registration Statement promptly and, if
         requested by such Persons, confirm such advice in writing, (A) when the
         Prospectus or any Prospectus supplement or post-effective amendment has
         been filed, and, with respect to any applicable Registration Statement
         or any post-effective amendment thereto, when the same has become
         effective, (B) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement under the
         Act or of the suspension by any state securities commission of the
         qualification of the Transfer Restricted Securities for offering or
         sale in any jurisdiction, or the initiation of any proceeding for any
         of the preceding purposes, or (C) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading. If at
         any time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities covered by such Registration Statement
         under state securities or Blue Sky laws, the Company shall use its best
         efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(C) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities covered by such Registration Statement, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading;

<PAGE>

                  (v) furnish to the Initial Purchasers and, upon request, each
         selling Holder named in any Registration Statement or Prospectus in
         connection with such sale, if any, before filing with the Commission,
         copies of any Registration Statement or any Prospectus included therein
         or any amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at three Business Days, and the
         Company will include in any such Registration Statement or Prospectus
         or any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         any reasonable comments made by the selling Holders of the Transfer
         Restricted Securities covered by such Registration Statement in
         connection with such sale, within three Business Days after the receipt
         thereof;

                  (vi) promptly following the filing of any document that is to
         be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to the selling Holders in
         connection with such sale, if any, and make the Company's
         representatives available for discussion of such document and other
         customary due diligence matters;

                  (vii) make available, subject to customary confidentiality
         limitations, at reasonable times for inspection by the selling Holders
         participating in any disposition pursuant to such Registration
         Statement and the attorneys or accountants retained by such selling
         Holders, all financial and other records, pertinent corporate documents
         of the Company and cause the Company's officers, directors and
         employees to supply all information reasonably requested by any such
         selling Holder, or such attorneys or accountants in connection with
         such Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness, it
         being understood and agreed that the Selling Holders shall retain only
         one firm of attorneys and one firm of accountants to act on behalf of
         the selling Holders in connection with the Registration Statement;

                  (viii) if requested by any selling Holders of Transferred
         Restricted Securities covered by such 

<PAGE>

         Registration Statement in connection with such sale, if any, promptly
         include in any Registration Statement or Prospectus, pursuant to a
         supplement or post-effective amendment if necessary, such information
         as such selling Holders may reasonably request to have included
         therein, including information relating to the "Plan of Distribution"
         of the Transfer Restricted Securities; and make all required filings of
         such Prospectus supplement or post-effective amendment as soon as
         practicable after the Company is notified of the matters to be included
         in such Prospectus supplement or post-effective amendment;

                  (ix) furnish to each selling Holder upon their reasonable
         request in connection with such sale, if any, without charge, at least
         one copy of the Registration Statement, as first filed with the
         Commission, and of each amendment thereto, including all documents
         incorporated by reference therein and all exhibits (including exhibits
         incorporated therein by reference);

                  (x) deliver to each selling Holder, without charge, as many
         copies of the Prospectus (including each preliminary prospectus) and
         any amendment or supplement thereto as such Persons reasonably may
         request; the Company hereby consents to the use (in accordance with
         law) of the Prospectus and any amendment or supplement thereto by each
         of the selling Holders in connection with the offering and the sale of
         the Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (xi) upon the reasonable request of any selling Holder of
         Transfer Restricted Securities covered by such Registration Statement,
         enter into such reasonable agreements (including underwriting
         agreements) and make such representations and warranties and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of such Transfer Restricted Securities as
         may be reasonably requested by any Holder of such Transfer Restricted
         Securities in connection with any sale or resale pursuant to such
         Registration Statement and in such connection, the Company shall:

                           (A) upon request of any selling Holder of Transfer
                  Restricted Securities covered by such Registration Statement,
                  furnish (or in the case of paragraphs (2) and (3), use its
                  best efforts to cause to be furnished) to each selling Holder,
                  upon the 

<PAGE>

                  effectiveness of the Shelf Registration Statement or upon
                  Consummation of the Exchange Offer, as the case may be:

                                    (1) a certificate, dated such date, signed
                           on behalf of the Company by (x) the President or any
                           Vice President and (y) a principal financial
                           or accounting officer of the Company, confirming, as
                           of the date thereof, the matters set forth in
                           paragraphs (a) through (e) of Section 1 of the
                           Purchase Agreement and such other similar matters as
                           the selling Holders may reasonably request;

                                    (2) an opinion, dated the date of
                           Consummation of the Exchange Offer, or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company covering
                           matters similar to those set forth in paragraph (g)
                           of Section 6 of the Purchase Agreement and such other
                           matter as the selling Holders may reasonably request,
                           and in any event including a statement to the effect
                           that such counsel has participated in conferences
                           with officers and other representatives of the
                           Company, representatives of the independent public
                           accountants for the Company and have considered the
                           matters required to be stated therein and the
                           statements contained therein, although such counsel
                           has not independently verified the accuracy,
                           completeness or fairness of such statements; and that
                           such counsel advises that, on the basis of the
                           foregoing (relying as to materiality to the extent
                           such counsel deems appropriate upon the statements of
                           officers and other representatives of the Company),
                           no facts came to such counsel's attention that caused
                           such counsel to believe that the applicable
                           Registration Statement, at the time such Registration
                           Statement or any post-effective amendment thereto
                           became effective and, in the case of the Exchange
                           Offer Registration Statement, as of the date of
                           Consummation of the Exchange Offer, contained an
                           untrue statement of a material fact or omitted to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration 

<PAGE>

                           Statement as of its date and, in the case of the
                           opinion dated the date of Consummation of the
                           Exchange Offer, as of the date of Consummation,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in the light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and

                                    (3) a customary comfort letter, dated the
                           date of Consummation of the Exchange Offer, or as of
                           the date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Company's
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters to underwriters in connection with
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           Section 7(h) of the Purchase Agreement;

                           (B) deliver such other documents and certificates as
                  may be reasonably requested by the selling Holders of Transfer
                  Restricted Securities covered by such Registration Statement
                  to evidence compliance with clause (A) above and with any
                  customary conditions contained in the any agreement entered
                  into by the Company pursuant to this clause (xi);

                           (C) cause the Transfer Restricted Securities covered
                  by the Registration Statement to be rated (or if the Initial
                  Notes have been rated, to have such ratings confirmed) with
                  the appropriate rating agencies, if so requested by the
                  Holders of a majority in aggregate principal amount of Notes
                  covered thereby or the underwriter(s), if any; and

                           (D) in connection with an underwritten offering, make
                  appropriate officers of the Company available to the selling
                  Holders for meetings with prospective 

<PAGE>

                  purchasers of the Transfer Restricted Securities and prepare
                  and present to potential investors customary "road show"
                  material in a manner consistent with other new issuances of
                  other securities similar to the Transfer Restricted
                  Securities.

                  (xii) prior to any public offering of Transfer Restricted
         Securities covered by such Registration Statement, cooperate with the
         selling Holders and their counsel in connection with the registration
         and qualification of the Transfer Restricted Securities under the
         securities or Blue Sky laws of such jurisdictions as the selling
         Holders may request and do any and all other acts or things reasonably
         necessary or advisable to enable the disposition in such jurisdictions
         of the Transfer Restricted Securities covered by the applicable
         Registration Statement; provided, however, that neither the Company
         shall be required to register or qualify as a foreign corporation where
         it is not now so qualified or to take any action that would subject it
         to the service of process in suits or to taxation, other than as to
         matters and transactions relating to the Registration Statement, in any
         jurisdiction where it is not now so subject;

                  (xiii) issue, upon the request of any Holder of Initial Notes
         covered by any Shelf Registration Statement contemplated by this
         Agreement, Exchange Notes having an aggregate principal amount equal to
         the aggregate principal amount of Initial Notes surrendered to the
         Company by such Holder in exchange therefor or being sold by such
         Holder; such Exchange Notes to be registered in the name of such Holder
         or in the name of the purchaser(s) of such Exchange Notes, as the case
         may be; in return, the Initial Notes held by such Holder shall be
         surrendered to the Company for cancellation;

                  (xiv) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the selling Holders to facilitate
         the timely preparation and delivery of certificates representing
         Transfer Restricted Securities to be sold and not bearing any
         restrictive legends; and to register such Transfer Restricted
         Securities in such denominations and such names as the selling Holders
         may request at least two Business Days prior to such sale of Transfer
         Restricted Securities;

<PAGE>

                  (xv) make every reasonable effort to cause the disposition of
         the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary, in the opinion of counsel
         to the Company, to enable the seller or sellers thereof to consummate
         the disposition of such Transfer Restricted Securities, subject to the
         proviso contained in clause (xii) above;

                  (xvi) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xvii) otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders with regard to any applicable
         Registration Statement, as soon as practicable, a consolidated earnings
         statement meeting the requirements of Rule 158 (which need not be
         audited) covering a twelve-month period beginning after the effective
         date of the Registration Statement (as such term is defined in
         paragraph (c) of Rule 158 under the Act);

                  (xviii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use its best efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner; and

                  (xix) provide promptly to each Holder of Transfer Restricted
         Securities covered by a Registration Statement upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d)
         of the Exchange Act.

<PAGE>

         (d) Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of the notice referred to in Section 6(c)(i) or any notice
from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(C) hereof (in each case, a "Suspension Notice"), such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until (i) such Holder's has received
copies of the supplemented or amended Prospectus contemplated by Section
6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a
Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder's possession
which have been replaced by the Company with more recently dated Prospectuses or
(ii) deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Holder's possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date.

         7. Registration Expenses. (a) All expenses incident to the Company's
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including: (i)
all registration and filing fees and expenses; (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws; (iii)
all expenses of printing (including printing certificates for the Exchange Notes
to be issued in the Exchange Offer and printing of Prospectuses), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company, subject to Section 7(b) below, and one counsel designated by the
Holders of Transfer Restricted Securities covered by a Registration Statement;
(v) if the Company elects, in its sole discretion, to so list the Exchange
Notes, all application and filing fees in connection with listing the Exchange
Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; and (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special 

<PAGE>

audit and comfort letters required by or incident to such performance).

         The Company will, in any event, bear its internal expenses (including
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any Person, including special experts, retained by the Company.

         (b) In connection with any Registration Statement required by this
Agreement (including the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Company will reimburse the Initial Purchasers and
the Holders of Transfer Restricted Securities being resold pursuant to the "Plan
of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Weil, Gotshal & Manges LLP, unless another firm shall be chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.

         8. Indemnification. (a) The Company agrees to indemnify and hold
harmless (i) each Holder and (ii) each person, if any, who controls any Holder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(any person referred to in this clause (ii) being hereinafter referred to as a
"controlling person") and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person
(any person referred to in clause (i), (ii) or (iii) may hereinafter be referred
to as an "Indemnified Holder"), against any and all losses, liabilities, claims,
damages and expenses whatsoever (including attorneys' fees and any and all
expenses reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation provided that such
settlement was effected with such Holder's written consent in accordance with
Section 8(c) hereof), joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission 

<PAGE>

to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any preliminary prospectus or
Prospectus or amendment or supplement thereto in reliance upon and in conformity
with written information furnished to the Company by such Indemnified Holder
expressly for use therein; and provided further that with respect to any such
untrue statement or omission made in the preliminary prospectus, the indemnity
agreement contained in this Section 8(a) shall not inure to the benefit of such
Indemnified Holder who sold the Transfer Restricted Securities to such person
asserting any such loss, claim, damage, liability or action, to the extent that
any such loss, claim, damage, liability or action of the Indemnified Holder is a
result of the fact that both (i) a copy of the Prospectus was not sent or given
to such person prior to, concurrently with or promptly following the sale of
such Transfer Restricted Securities to such person, and (ii) the untrue
statement or omission in the preliminary prospectus was corrected in the
Prospectus unless, in either case, such failure to deliver the Prospectus was a
result of non-compliance by the Company with Section 6 of this Agreement. The
foregoing indemnity is in addition to any liability which the Company may
otherwise have to any Indemnified Holder.

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company, each of the directors
of the Company, each of the officers of the Company and each controlling person
of the Company, to the same extent as the foregoing indemnity from the Company
to each of the Indemnified Holders, but only with reference to information
relating to such Indemnified Holder furnished in writing to the Company by such
Indemnified Holder expressly for use in any preliminary prospectus or
Prospectus. In no event shall any indemnified Holder be liable or responsible
for any amount in excess of the amount by which the total amount received by
such Indemnified Holder with respect to its sale of Transfer Restricted
Securities pursuant to the Prospectus exceeds the sum of (i) the amount paid by
such Indemnified Holder for such Transfer Restricted Securities plus (ii) the
amount of any damages that such Indemnified Holder has otherwise been required
to pay by reason of such untrue statement or alleged untrue statement or
omission or alleged omission. The foregoing 

<PAGE>

indemnity agreement is in addition to any liability which the Holder may
otherwise have to the Company or any such director, officer, employee or
controlling person.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
of the claim or the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 8 except to the extent it has been
materially prejudiced by such failure and, provided further, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have to an indemnified party otherwise than under this Section 8. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the indemnified party shall have the right to employ counsel to represent such
indemnified party if, in the reasonable judgment of the indemnified party, it is
advisable for the indemnified party to be represented by separate counsel, and
in that event the fees and expenses of such separate counsel shall be paid by
the indemnifying party. No indemnifying party shall (i) without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but 

<PAGE>

if settled with the consent of the indemnifying party or if there be a final
judgment of the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.

         9. Contribution. To the extent that the indemnification provided for in
Section 8 hereof shall for any reason be unavailable to or insufficient to hold
harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Holders, on the other
hand, from their sale of Transfer Restricted Securities or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company, on the one
hand, and of the Indemnified Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Company, on the one hand, and of the
Indemnified Holder, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or by the Indemnified
Holder, on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contributions pursuant to this Section 9 were to be determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in Section 9 shall be deemed to
include, for purposes of this Section 9, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this Section 9, no
Holder or its related Indemnified Holders shall be required to 

<PAGE>

contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of its Transfer
Restricted Securities pursuant to a Registration Statement exceeds the sum of
(A) the amount paid by such Holder for such Transfer Restricted Securities plus
(B) the amount of any damages which the Holder has been required to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 9 are several in proportion
to the respective principal amount of Transfer Restricted Securities held by
each of the Holders hereunder and not joint.

         10. Rule 144A. The Company hereby agrees with each Holder, for so long
as any Transfer Restricted Securities remain outstanding and during any period
in which the Company is not subject to Section 13 or 15(d) of the Securities
Exchange Act, to make available, upon request of any Holder of Transfer
Restricted Securities, to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

         11. Miscellaneous. (a) Remedies. The Company acknowledges and agrees
that any failure by the Company to comply with its obligations under Sections 3
and 4 hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Sections 3 and 4 hereof. The Company further agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not 

<PAGE>

inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 11(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company of its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose securities are being tendered pursuant to the Exchange Offer
and that does not affect directly or indirectly the rights of other Holders
whose securities are not being tendered pursuant to such Exchange Offer may be
given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities subject to such Exchange Offer.

         (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

         (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i)      if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to
         the Registrar under the Indenture; and

                  (ii)     if to the Company:
                           Planet Hollywood International, Inc.
                           8669 Commodity Circle
                           Orlando, Florida 32819
                           Facsimile No.:  (407) 352-7310

<PAGE>

                           Attention:  Chief Financial Officer


         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         Upon the date of filing of the Exchange Offer Registration Statement or
a Shelf Registration Statement, as the case may be, notice shall be delivered to
the Initial Purchasers (in the form attached hereto as Exhibit A) and shall be
addressed to: c/o Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New York
10167, Attention: Corporate Finance Department (Fax: (212) 272- 3092). A copy of
the notice shall also be delivered to Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, New York 10153, Attention: Stephen H. Cooper, Esq. (Fax: (212)
310-8007).

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without the need for an express assignment, subsequent Holders of
Transfer Restricted Securities; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement, the Indenture and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to 

<PAGE>

be an original and all of which taken together shall constitute one and the same
agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                PLANET HOLLYWOOD INTERNATIONAL,
                                INC.


                                By:       /s/Thomas Avallone
                                   ------------------------------------
                                         Thomas Avallone
                                         Executive VP, CFO and Director

                                BEAR, STEARNS & CO. INC.
                                SALOMON BROTHERS INC
                                NATIONSBANC MONTGOMERY
                                  SECURITIES LLC
                                COWEN & COMPANY
                                SUNTRUST EQUITABLE
                                  SECURITIES CORPORATION
                                SCOTIA CAPITAL MARKETS

                                By:  BEAR, STEARNS & CO. INC.



                                         By /s/Bear, Stearns & Co. Inc.
                                            ---------------------------
                                             Authorized Signatory


<PAGE>

                                    EXHIBIT A

                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT


To:      Bear, Stearns & Co. Inc.
         Salomon Brothers, Inc.
         NationsBanc Montgomery Securities
         Cowen & Company
         SunTrust Equitable Securities Corporation
         Scotia Capital Markets
                  c/o Bear, Stearns & Co. Inc.
                  245 Park Avenue
                  New York, NY  10167


From:    Planet Hollywood International, Inc.
            % Senior Subordinated Notes due 2005


Date:                       , 1998
     -----------------------
         For your information only (NO ACTION REQUIRED):

         Today,                        , 1998, we filed [an A/B
               ------------------------
Exchange Registration Statement/a Shelf Registration Statement]
with the Securities and Exchange Commission.

<PAGE>
                                                                    EXHIBIT 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of Planet Hollywood International, Inc. of
our report dated March 3, 1998 relating to the financial statements of Planet
Hollywood International, Inc., which appears in such Prospectus. We also consent
to the references to us under the heading "Experts" in such Prospectus.
 
PRICE WATERHOUSE LLP
Orlando, Florida
May 1, 1998

<PAGE>

                                                                 Exhibit 24.1


                                POWER OF ATTORNEY

                       PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and
Scott E. Johnson, and each of them singularly, as attorney to sign for me
and in my name, as a director of the Company, any and all documents,
registrations and other papers necessary in connection with the filing by
the Company, with the Securities and Exchange Commission (the "Commission")
under the provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Commission, a Registration Statement (the
"Registration Statement") with respect to the exchange of its outstanding
12% Senior Subordinated Notes due 2005 for registered 12% Senior
Subordinated Notes due 2005 and to file with the Commission any and all
amendments to any such Registration Statement with all exhibits thereto,
and any applications or other documents to be filed with the Commission or
any national securities exchange pertaining to such securities or to such
registration, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.


Dated April 30, 1998


__________________________                        ____________________________
Thomas Avallone                                   Mark McCormack
Executive Vice President,                         Director
Chief Financial Officer
and Director



/s/Keith Barish         
__________________________                        ____________________________
Keith Barish                                      Ong Beng Seng
Chairman of the Board of                          Director
Directors and Director



__________________________                        ____________________________
Robert I. Earl                                    Isadore Sharp
President, Chief Executive                        Director
Officer and Director


__________________________                        ____________________________
Claudio Gonzalez                                  Michael Tarnopol
Director                                          Director



__________________________
Robert Krasnow
Director


<PAGE>

                               POWER OF ATTORNEY

                      PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and Scott E.
Johnson, and each of them singularly, as attorney to sign for me and in my name,
as a director of the Company, any and all documents, registrations and other
papers necessary in connection with the filing by the Company, with the
Securities and Exchange Commission (the "Commission") under the provisions of
the Securities Act of 1933, as amended, and any rules and regulations of the
Commission, a Registration Statement (the "Registration Statement") with respect
to the exchange of its outstanding 12% Senior Subordinated Notes due 2005 for
registered 12% Senior Subordinated Notes due 2005 and to file with the
Commission any and all amendments to any such Registration Statement with all
exhibits thereto, and any applications or other documents to be filed with the
Commission or any national securities exchange pertaining to such securities or
to such registration, with full power and authority to do and perform any and
all acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.

Dated April 30, 1998




/s/Thomas Avallone       
__________________________                        ____________________________
Thomas Avallone                                   Mark McCormack
Executive Vice President,                         Director
Chief Financial Officer
and Director


__________________________                        ____________________________
Keith Barish                                      Ong Beng Seng
Chairman of the Board of                          Director
Directors and Director


__________________________                        ____________________________
Robert I. Earl                                    Isadore Sharp
President, Chief Executive                        Director
Officer and Director


__________________________                        ____________________________
Claudio Gonzalez                                  Michael Tarnopol
Director                                          Director


__________________________
Robert Krasnow
Director


<PAGE>

                                POWER OF ATTORNEY

                       PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and
Scott E. Johnson, and each of them singularly, as attorney to sign for me
and in my name, as a director of the Company, any and all documents,
registrations and other papers necessary in connection with the filing by
the Company, with the Securities and Exchange Commission (the "Commission")
under the provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Commission, a Registration Statement (the
"Registration Statement") with respect to the exchange of its outstanding
12% Senior Subordinated Notes due 2005 for registered 12% Senior
Subordinated Notes due 2005 and to file with the Commission any and all
amendments to any such Registration Statement with all exhibits thereto,
and any applications or other documents to be filed with the Commission or
any national securities exchange pertaining to such securities or to such
registration, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.



Dated April 30, 1998

__________________________                        ____________________________
Thomas Avallone                                   Mark McCormack
Executive Vice President,                         Director
Chief Financial Officer
and Director


__________________________                        ____________________________
Keith Barish                                      Ong Beng Seng
Chairman of the Board of                          Director
Directors and Director

                                                  /s/ Isadore Sharp
__________________________                        ____________________________
Robert I. Earl                                    Isadore Sharp
President, Chief Executive                        Director
Officer and Director


__________________________                        ____________________________
Claudio Gonzalez                                  Michael Tarnopol
Director                                          Director


__________________________
Robert Krasnow
Director


<PAGE>


                                POWER OF ATTORNEY

                      PLANET HOLLYWOOD INTERNATIONAL, INC.




The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and
Scott E. Johnson, and each of them singularly, as attorney to sign for me
and in my name, as a director of the Company, any and all documents,
registrations and other papers necessary in connection with the filing by
the Company, with the Securities and Exchange Commission (the "Commission")
under the provisions of the Securities Act of 1933, as amended, and any
rules and regulations of the Commission, a Registration Statement (the
"Registration Statement") with respect to the exchange of its outstanding
12% Senior Subordinated Notes due 2005 for registered 12% Senior
Subordinated Notes due 2005 and to file with the Commission any and all
amendments to any such Registration Statement with all exhibits thereto,
and any applications or other documents to be filed with the Commission or
any national securities exchange pertaining to such securities or to such
registration, with full power and authority to do and perform any and all
acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.


Dated April 30, 1998

__________________________                        ____________________________
Thomas Avallone                                   Mark McCormack
Executive Vice President,                         Director
Chief Financial Officer
and Director

                                                  /s/ Ong Beng Seng
__________________________                        ____________________________
Keith Barish                                      Ong Beng Seng
Chairman of the Board of                          Director
Directors and Director


__________________________                        ____________________________
Robert I. Earl                                    Isadore Sharp
President, Chief Executive                        Director
Officer and Director


__________________________                        ____________________________
Claudio Gonzalez                                  Michael Tarnopol
Director                                          Director


__________________________
Robert Krasnow
Director



<PAGE>

                                POWER OF ATTORNEY

                      PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and Scott E.
Johnson, and each of them singularly, as attorney to sign for me and in my name,
as a director of the Company, any and all documents, registrations and other
papers necessary in connection with the filing by the Company, with the
Securities and Exchange Commission (the "Commission") under the provisions of
the Securities Act of 1933, as amended, and any rules and regulations of the
Commission, a Registration Statement (the "Registration Statement") with respect
to the exchange of its outstanding 12% Senior Subordinated Notes due 2005 for
registered 12% Senior Subordinated Notes due 2005 and to file with the
Commission any and all amendments to any such Registration Statement with all
exhibits thereto, and any applications or other documents to be filed with the
Commission or any national securities exchange pertaining to such securities or
to such registration, with full power and authority to do and perform any and
all acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.


Dated April 30, 1998


/s/Thomas Avallone       
__________________________                        ____________________________
Thomas Avallone                                   Mark McCormack
Executive Vice President,                         Director
Chief Financial Officer
and Director


__________________________                        ____________________________
Keith Barish                                      Ong Beng Seng
Chairman of the Board of                          Director
Directors and Director

/s/ Robert I. Earl
__________________________                        ____________________________
Robert I. Earl                                    Isadore Sharp
President, Chief Executive                        Director
Officer and Director


__________________________                        ____________________________
Claudio Gonzalez                                  Michael Tarnopol
Director                                          Director


__________________________
Robert Krasnow
Director

<PAGE>


                                POWER OF ATTORNEY

                       PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and Scott E.
Johnson, and each of them singularly, as attorney to sign for me and in my name,
as a director of the Company, any and all documents, registrations and other
papers necessary in connection with the filing by the Company, with the
Securities and Exchange Commission (the "Commission") under the provisions of
the Securities Act of 1933, as amended, and any rules and regulations of the
Commission, a Registration Statement (the "Registration Statement") with respect
to the exchange of its outstanding 12% Senior Subordinated Notes due 2005 for
registered 12% Senior Subordinated Notes due 2005 and to file with the
Commission any and all amendments to any such Registration Statement with all
exhibits thereto, and any applications or other documents to be filed with the
Commission or any national securities exchange pertaining to such securities or
to such registration, with full power and authority to do and perform any and
all acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.


Dated April 30, 1998

<PAGE>


- ---------------------------                      --------------------------- 
Thomas Avallone                                  Mark McCormack              
Executive Vice President,                        Director                    
Chief Financial Officer
and Director




- ---------------------------                      --------------------------- 
Keith Barish                                     Ong Beng Seng               
Chairman of the Board of                         Director                    
Directors and Director




- ---------------------------                      --------------------------- 
Robert I. Earl                                   Isadore Sharp               
President, Chief Executive                       Director                    
Officer and Director



                                                   /s/Michael Tarnopol       
- ---------------------------                      --------------------------- 
Claudio Gonzalez                                 Michael Tarnopol            
Director                                         Director                    




- ---------------------------
Robert Krasnow
Director


<PAGE>


                                POWER OF ATTORNEY

                       PLANET HOLLYWOOD INTERNATIONAL, INC.


The undersigned Directors of Planet Hollywood International, Inc. (the
"Company") hereby severally constitute and appoint Thomas Avallone and Scott E.
Johnson, and each of them singularly, as attorney to sign for me and in my name,
as a director of the Company, any and all documents, registrations and other
papers necessary in connection with the filing by the Company, with the
Securities and Exchange Commission (the "Commission") under the provisions of
the Securities Act of 1933, as amended, and any rules and regulations of the
Commission, a Registration Statement (the "Registration Statement") with respect
to the exchange of its outstanding 12% Senior Subordinated Notes due 2005 for
registered 12% Senior Subordinated Notes due 2005 and to file with the
Commission any and all amendments to any such Registration Statement with all
exhibits thereto, and any applications or other documents to be filed with the
Commission or any national securities exchange pertaining to such securities or
to such registration, with full power and authority to do and perform any and
all acts and things whatsoever required and necessary to be done, hereby
ratifying and approving the acts of said attorney.


Dated April 30, 1998


<PAGE>


- ---------------------------                      --------------------------- 
Thomas Avallone                                  Mark McCormack              
Executive Vice President,                        Director                    
Chief Financial Officer
and Director




- ---------------------------                      --------------------------- 
Keith Barish                                     Ong Beng Seng               
Chairman of the Board of                         Director                    
Directors and Director




- ---------------------------                      --------------------------- 
Robert I. Earl                                   Isadore Sharp               
President, Chief Executive                       Director                    
Officer and Director



  /s/Claudio Gonzalez
- ---------------------------                      --------------------------- 
Claudio Gonzalez                                 Michael Tarnopol            
Director                                         Director                    




- ---------------------------
Robert Krasnow
Director



<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                           --------------------------
                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OFA CORPORATION DESIGNATED TO ACT AS TRUSTEE

                           --------------------------
                           --------------------------

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                            SECTION 305(b)(2) _______

                           --------------------------
                           --------------------------

                     UNITED STATES TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)

            New York                                   13-3818954
  (Jurisdiction of incorporation                   (I. R. S. Employer
   if not a U. S. national bank)                  Identification No.)

      114 West 47th Street
       New York, New York                              10036-1532
      (Address of principal                            (Zip Code)
      executive offices)

                                      None
            (Name, address and telephone number of agent for service)

                           --------------------------
                           --------------------------

                      PLANET HOLLYWOOD INTERNATIONAL, INC.
               (Exact name of obligor as specified in its charter)

              DELAWARE                                 59-3283783
   (State or other jurisdiction of                 (I. R. S. Employer
   incorporation or organization)                  Identification No.)

         8669 Commodity Circle
           Orlando, Florida                               32819
 (Address of principal executive offices)              (Zip Code)


                     12% Senior Subordinated Notes due 2005
                       (Title of the indenture securities)


<PAGE>


                                      - 2 -

                                     GENERAL


1.   General Information

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

             Federal Reserve Bank of New York (2nd District), New York, New York

               (Board of Governors of the Federal Reserve System)
             Federal Deposit Insurance Corporation, Washington, D.C.
             New York State Banking Department, Albany, New York

     (b) Whether it is authorized to exercise corporate trust powers.

             The trustee is authorized to exercise corporate trust powers.

2.   Affiliations with the Obligor

     If the obligor is an affiliate of the trustee, describe each such
affiliation.

             None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

     The obligor is currently not in default under any of its outstanding
     securities for which United States Trust Company of New York is Trustee.
     Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
     15 of Form T-1 are not required under General Instruction B.


16.  List of Exhibits

<TABLE>
<CAPTION>

<S>               <C>      <C>                                            
     T-1.1        --       Organization Certificate, as amended, issued by
                           the State of New York Banking Department to transact
                           business as a Trust Company, is incorporated by
                           reference to Exhibit T-1.1 to Form T-1 filed on
                           September 15, 1995 with the Commission pursuant to
                           the Trust Indenture Act of 1939, as amended by the
                           Trust Indenture Reform Act of 1990 (Registration No.
                           33-97056).

     T-1.2        --       Included in Exhibit T-1.1.

     T-1.3        --       Included in Exhibit T-1.1.
</TABLE>


<PAGE>


                                      - 3 -

16.  List of Exhibits
     (cont'd)

<TABLE>
<CAPTION>

<S>              <C>       <C>
     T-1.4       --        The By-Laws of United States Trust Company of New
                           York, as amended, is incorporated by reference to
                           Exhibit T-1.4 to Form T-1 filed on September 15, 1995
                           with the Commission pursuant to the Trust Indenture
                           Act of 1939, as amended by the Trust Indenture Reform
                           Act of 1990 (Registration No.
                           33-97056).

     T-1.6       --        The consent of the trustee required by Section
                           321(b) of the Trust Indenture Act of 1939, as amended
                           by the Trust Indenture Reform Act of 1990.

     T-1.7       --        A copy of the latest report of condition of the
                           trustee pursuant to law or the requirements of its
                           supervising or examining authority.
</TABLE>

NOTE

As of May,1 1998, the trustee had 2,999,020 shares of Common Stock outstanding,
all of which are owned by its parent company, U.S. Trust Corporation. The term
"trustee" in Item 2, refers to each of United States Trust Company of New York
and its parent company, U. S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.

                               ------------------

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 1st of
May 1998.

UNITED STATES TRUST COMPANY
    OF NEW YORK, Trustee

By:
    ---------------------------
    Gerard F. Ganey
    Senior Vice President


<PAGE>


                                                                   Exhibit T-1.6

        The consent of the trustee required by Section 321(b) of the Act.

                     United States Trust Company of New York
                              114 West 47th Street
                               New York, NY 10036


December 19, 1997


Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.




Very truly yours,


UNITED STATES TRUST COMPANY
    OF NEW YORK


    ----------------------------
By: /S/Gerard F. Ganey
    Senior Vice President


<PAGE>


                                                                   EXHIBIT T-1.7

                     UNITED STATES TRUST COMPANY OF NEW YORK
                       CONSOLIDATED STATEMENT OF CONDITION
                               SEPTEMBER 30, 1997
                                ($ IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS
<S>                                                                   <C>       
Cash and Due from Banks                                               $  116,582

Short-Term Investments                                                   183,652

Securities, Available for Sale                                           691,965

Loans                                                                  1,669,611
Less:  Allowance for Credit Losses                                        16,067
                                                                      ----------
      Net Loans                                                        1,653,544
Premises and Equipment                                                    61,796
Other Assets                                                             125,121
                                                                      ----------
      Total Assets                                                    $2,832,660
                                                                      ----------
                                                                      ----------
LIABILITIES
Deposits:
      Non-Interest Bearing                                            $  541,619
      Interest Bearing                                                 1,617,028
                                                                      ----------
         Total Deposits                                                2,158,647

Short-Term Credit Facilities                                             365,235
Accounts Payable and Accrued Liabilities                                 141,793
                                                                      ----------
      Total Liabilities                                               $2,665,675
                                                                      ----------
                                                                      ----------

STOCKHOLDER'S EQUITY
Common Stock                                                              14,995
Capital Surplus                                                           49,542
Retained Earnings                                                         99,601
Unrealized Gains (Losses) on Securities
     Available for Sale, Net of Taxes                                      2,847
                                                                      ----------
Total Stockholder's Equity                                               166,985
                                                                      ----------
    Total Liabilities and
     Stockholder's Equity                                             $2,832,660
                                                                      ----------
                                                                      ----------
</TABLE>


I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory authority
and is true to the best of my knowledge and belief.

Richard E. Brinkmann, SVP & Controller

November 13, 1997



<PAGE>
                             LETTER OF TRANSMITTAL
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
                        OFFER TO EXCHANGE ITS REGISTERED
                    12% SENIOR SUBORDINATED NOTES DUE 2005,
               FOR UP TO $250,000,000 AGGREGATE PRINCIPAL AMOUNT
           OF ITS OUTSTANDING 12% SENIOR SUBORDINATED NOTES DUE 2005
               PURSUANT TO THE PROSPECTUS, DATED           , 1998
 
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON       ,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
<TABLE>
<CAPTION>
                  BY MAIL:                                 BY OVERNIGHT COURIER:
- ---------------------------------------------  ---------------------------------------------
 
<S>                                            <C>
   United States Trust Company of New York        United States Trust Company of New York
                P.O. Box 844                             770 Broadway, 13th Floor
               Cooper Station                               New York, NY 10003
           New York, NY 10276-0844                         Attn: Corporate Trust
 (registered or certified mail recommended)                Operations Department
 
<CAPTION>
 
                  BY HAND:                                     BY FACSIMILE:
- ---------------------------------------------  ---------------------------------------------
<S>                                            <C>
 
   United States Trust Company of New York                Fax No. (212) 420-6152
          111 Broadway, Lower Level                  (For Eligible Institutions Only)
             New York, NY 10006                            Confirm by telephone:
       Attn: Corporate Trust Services                  Telephone No. (800) 548-6565
</TABLE>
 
    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
 
    The undersigned acknowledges that he or she has received the Prospectus,
dated           , 1998 (the "Prospectus"), of Planet Hollywood International,
Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal
(this "Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $250,000,000 of
registered 12% Senior Subordinated Notes due 2005 (the "New Notes") of the
Company for an equal principal amount of the Company's outstanding 12% Senior
Subordinated Notes due 2005 (the "Old Notes"). The New Notes and the Old Notes
are collectively referred to herein as the "Notes."
 
    For each Old Note accepted for exchange, the holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. Interest on the New Notes will accrue and be payable semiannually in
arrears on each April 1 and October 1, commencing October 1, 1998, at a rate of
12% per annum. If (i) neither a registration statement relating to the Exchange
Offer (the "Exchange Offer Registration Statement") nor a shelf registration
statement with respect to the Old Notes (the "Shelf Registration Statement" and,
together with the Exchange Offer Registration Statement, the "Registration
Statements") has been filed on or prior to 45 days after the original issue date
of the Old Notes, (ii) any of such Registration Statements is not declared
effective on or prior to 150 days after the original issue date of the Old Notes
(the "Effectiveness Target Date"), (iii) the Company fails to consummate the
Exchange Offer within 25 business days of the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement or (iv) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities (as defined in the Prospectus) during
the periods specified (each such event referred to in clauses (i) through (iv)
above, a "Registration Default"), then commencing on the day after the
occurrence of such Registration Default, the Company shall pay additional
interest on the Old Notes at a rate per annum equal to 0.25% of the principal
amount of Old Notes held, which rate shall increase by an
<PAGE>
additional 0.25% per annum on the first day of any subsequent 90-day period that
the Registration Default remains uncured up to a maximum rate equal to 1.0% per
annum (such additional interest being herein called "Liquidated Damages").
Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.
 
    The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Old Notes of any extension as promptly
as practicable by oral or written notice thereof.
 
    This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of Old Notes, if
available, is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer" section
of the Prospectus. Holders of Old Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Old Notes into the Exchange Agent's account at
the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
 
    The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
 
                                       2
<PAGE>
    List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount at maturity of
Old Notes should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>
                                 DESCRIPTION OF OLD NOTES
                                                      1              2              3
<S>                                             <C>            <C>            <C>
 
<CAPTION>
                                                 CERTIFICATE     AGGREGATE
                                                NUMBER(S) OF     PRINCIPAL      PRINCIPAL
    NAME(S) AND ADDRESS(ES) OF REGISTERED            OLD          AMOUNT        AMOUNT OF
                   HOLDER(S)                        NOTES         OF OLD        OLD NOTES
          (PLEASE FILL IN, IF BLANK)              TENDERED*       NOTE(S)      TENDERED**
<S>                                             <C>            <C>            <C>
                                                TOTAL
  * Need not be completed if Old Notes are being tendered by book-entry transfer.
 ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL
    of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2.
    Old Notes tendered hereby must be in denominations of principal amount at maturity of
    $1,000 and any integral multiple thereof. See Instruction 1.
</TABLE>
 
/ /  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
   Name of Tendering Institution _______________________________________________
   Account Number _________________    Transaction Code Number _________________
 
/ /  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
    OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
    THE FOLLOWING:
   Name(s) of Registered Holder(s) _____________________________________________
   Window Ticket Number (if any) _______________________________________________
   Date of Execution of Notice of Guaranteed Delivery __________________________
   Name of Institution which guaranteed delivery _______________________________
 
   IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
   Account Number _________________    Transaction Code Number _________________
 
/ /  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
    COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO.
   Name: _______________________________________________________________________
   Address: ____________________________________________________________________
                                        ________________________________________
 
                                       3
<PAGE>
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
 
    Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Old Notes as are being tendered hereby.
 
    The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any New Notes acquired in exchange
for Old Notes tendered hereby will have been acquired in the ordinary course of
business of the person receiving such New Notes, whether or not such person is
the undersigned, that neither the holder of such Old Notes nor any such other
person is engaged in, or intends to engage in a distribution of such New Notes,
or has an arrangement or understanding with any person to participate in the
distribution of such New Notes, and that neither the holder of such Old Notes
nor any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act of 1933 (the "Securities Act"), of the Company.
 
    The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the New Notes issued in
exchange for the Old Notes pursuant to the Exchange Offer may be offered for
resale, resold and otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that: (1) such
holders are not affiliates of the Company within the meaning of Rule 405 under
the Securities Act; (2) such New Notes are acquired in the ordinary course of
such holders' business; and (3) such holders are not engaged in, and do not
intend to engage in, a distribution of such New Notes and have no arrangement or
understanding with any person to participate in the distribution of such New
Notes. However, the staff of the Commission has not considered the Exchange
Offer in the context of a no-action letter, and there can be no assurance that
the staff of the Commission would make a similar determination with respect to
the Exchange Offer as in other circumstances. The undersigned also ackknowledges
that if it is an affiliate of the Company, and is engaged in or intends to
engage in a distribution of the New Notes or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the Exchange Offer, the undersigned could not rely on the applicable
interpretations of the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such New Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
 
    The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall
 
                                       4
<PAGE>
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.
 
    Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes in the name of the undersigned
or, in the case of a book-entry delivery of Old Notes, please credit the account
indicated above maintained at the Book-Entry Transfer Facility. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the New Notes to the undersigned at the address
shown above in the box entitled "Description of Old Notes."
 
    THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
 
                                       5
<PAGE>
 
<TABLE>
<S>                                         <C>
 
      SPECIAL ISSUANCE INSTRUCTIONS               SPECIAL DELIVERY INSTRUCTIONS
        (SEE INSTRUCTIONS 3 AND 4)                  (SEE INSTRUCTIONS 3 AND 4)
  To be completed ONLY if certificates for    To be completed ONLY if certificates for
Old Notes not exchanged and/or New Notes      Old Notes not exchanged and/or New Notes
are to be issued in the name of and sent    are to be sent to someone other than the
to someone other than the person(s) whose   person(s) whose signature(s) appear(s) on
signature(s) appear(s) on this Letter       this Letter above or to such person(s) at
above, or if Old Notes delivered by         an address other than shown in the box
book-entry transfer which are not accepted  entitled "Description of Old Notes" on
for exchange are to be returned by credit   this Letter above.
to an account maintained at the Book-Entry  Mail New Notes and/or Old Notes to:
Transfer Facility other than the account    Name(s):
indicated above.                                      (Please Type or Print)
Issue New Notes and/or Old Notes to:                  (Please Type or Print)
Name(s):                                    Address:
          (Please Type or Print)                       (Including Zip Code)
          (Please Type or Print)
Address:
           (Including Zip Code)
  (Complete accompanying Substitute Form
                   W-9)
/ / Credit unexchanged Old Notes delivered
    by book-entry transfer to the
    Book-Entry Transfer Facility account
    set forth below.
      (Book-Entry Transfer Facility
      Account Number, if applicable)
</TABLE>
 
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
           OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED
           DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY
           THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
           EXPIRATION DATE.
 
               PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
                                 COMPLETING ANY BOX ABOVE.
 
                                       6
<PAGE>
                                PLEASE SIGN HERE
                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)
          (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
 
Dated: ___________________________________________________________________, 1998
 
<TABLE>
<S>                                                           <C>
                             x:                                           , 1998
                             x:                                           , 1998
                 (SIGNATURE(S) OF OWNER(S))                               (DATE)
</TABLE>
 
Area Code and Telephone Number: ________________________________________________
 
If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old
Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
 
Name(s): _______________________________________________________________________
 
________________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
 
Capacity: ______________________________________________________________________
 
Address: _______________________________________________________________________
 
________________________________________________________________________________
                              (INCLUDING ZIP CODE)
 
                              SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)
 
Signature Guaranteed by
 
an Eligible Institution: _______________________________________________________
                             (AUTHORIZED SIGNATURE)
 
________________________________________________________________________________
                                    (TITLE)
 
________________________________________________________________________________
                                (NAME AND FIRM)
 
Dated: ___________________________________________________________________, 1998
 
                                       7
<PAGE>
                                  INSTRUCTIONS
 
  FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE REGISTERED
    12% SENIOR SUBORDINATED NOTES DUE 2005 FOR UP TO $250,000,000 AGGREGATE
                                   PRINCIPAL
        AMOUNT OF OUTSTANDING 12% SENIOR SUBORDINATED NOTES DUE 2005 OF
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
 
1. DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES.
 
    This Letter is to be completed by holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein on or prior to
the Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any integral
multiple thereof.
 
    Holders of Old Notes whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer-- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes, the certificate number or numbers of such
Old Notes and the principal amount of Old Notes tendered, stating that the
tender is being made thereby and guaranteeing that within five business days
after the Expiration Date, the Letter of Transmittal (or facsimile thereof),
together with the certificate or certificates representing the Old Notes to be
tendered in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, and any other documents required by this Letter will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) such properly completed
and executed Letter of Transmittal (or facsimile thereof), as well as the
certificate or certificates representing all tendered Old Notes in proper form
for transfer, or a Book-Entry Confirmation, as the case may be, and all other
documents required by the Letter of Transmittal are received by the Exchange
Agent within five business days after the Expiration Date.
 
    The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering holders. Instead of
delivery by mail, it is recommended that holders use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Old Notes should be sent to the Company. Holders may request
their respective brokers, dealers, commercial banks, trust companies or nominees
to effect the tenders for such holders.
 
    See "The Exchange Offer" section of the Prospectus.
 
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER).
 
    If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of Old
Notes -- Principal Amount Tendered." A reissued certificate representing the
 
                                       8
<PAGE>
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER BY
BOOK-ENTRY TRANSFER). (CONTINUED)
balance of nontendered Old Notes will be sent to such tendering holder, unless
otherwise provided in the appropriate box on this Letter, promptly after the
Expiration Date. All of the Old Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
 
3. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
 
    If this Letter is signed by the registered holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without any change whatsoever.
 
    If any tendered Old Notes are owned of record by two or more joint owners,
all such owners must sign this Letter.
 
    If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
 
    When this Letter is signed by the registered holder of the Old Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued
to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificates must be guaranteed by an Eligible Institution.
 
    If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Notes listed therein, such Old Notes must be endorsed by such
registered holder or accompanied by a properly completed bond power, in each
case signed or endorsed in blank by such registered holder as such registered
holder's name appears on such Old Notes.
 
    If the Letter of Transmittal or any Old Notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorney-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with the Letter of Transmittal.
 
    Signature on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution unless the Old Notes
tendered pursuant thereto are tendered (i) by a registered holder who has not
completed the box entitled "Special Payment Instructions" or "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. In the event that signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed, such
guarantee must be by a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (an "Eligible Institution").
 
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
 
    Tendering holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer are to
be issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not exchanged be credited to such account maintained at
the Book-Entry Transfer Facility as such holder of Old Notes may designate
hereon.
 
                                       9
<PAGE>
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. (CONTINUED)
If no such instructions are given, such Old Notes not exchanged will be returned
to the name or address of the person signing this Letter.
 
5. TAX IDENTIFICATION NUMBER.
 
    Federal income tax law generally requires that a tendering holder whose Old
Notes are accepted for exchange must provide the Company (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below or otherwise establish a basis for exemption from backup withholding. If
such holder is an individual, the TIN is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery of New Notes to such tendering
holder may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange.
 
    Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
 
    To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the tendering holder
of Old Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Old Notes are in more than one name or are not in the name of the actual owner,
such holder should consult the W-9 Guidelines for information on which TIN to
report. If such holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, check the box in Part 2 of
the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
checking this box and writing "applied for" on the form means that such holder
has already applied for a TIN or that such holder intends to apply for one in
the near future. If a holder checks the box in Part 2 of the Substitute Form W-9
and writes "applied for" on that form, backup withholding at a 31% rate will
nevertheless apply to all reportable payments made to such holder. If such a
holder furnishes its TIN to the Company within 60 days, however, any amounts so
withheld shall be refunded to such holder.
 
    Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
 
6. TRANSFER TAXES.
 
    Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered hereby, or if tendered Old Notes are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the exchange of Old
Notes in connection with the Exchange Offer, the amount of any such transfer
taxes (whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
 
                                       10
<PAGE>
6. TRANSFER TAXES. (CONTINUED)
    EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.
 
7. WAIVER OF CONDITIONS.
 
    The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
 
8. NO CONDITIONAL TENDERS.
 
    No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
 
    Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
 
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
 
    Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
 
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
 
    Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
 
                                       11
<PAGE>
                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)
               PAYOR'S NAME: PLANET HOLLYWOOD INTERNATIONAL, INC.
 
<TABLE>
<S>                        <C>                                <C>
SUBSTITUTE                 PART 1--PLEASE PROVIDE YOUR TIN
FORM W-9                   IN THE BOX AT RIGHT AND CERTIFY      SOCIAL SECURITY NUMBER(S)
                           BY SIGNING AND DATING BELOW.                     OR
                                                                 EMPLOYER IDENTIFICATION
                                                                        NUMBER(S)
                           PART 2--TIN Applied For / /
DEPARTMENT OF THE          CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
TREASURY
INTERNAL REVENUE SERVICE
                           (1) The number shown on this form is my correct Taxpayer
                              Identification Number (or I am waiting for a number to be
                              issued to me),
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION    (2) I am not subject to backup withholding because: (a) I am
NUMBER ("TIN") AND            exempt from backup withholding, or (b) I have not been
CERTIFICATION                 notified by the Internal Revenue Service (the "IRS") that I am
                              subject to backup withholding as a result of a failure to
                              report all interest or dividends, or (c) the IRS has notified
                              me that I am no longer subject to backup withholding, and
                           (3) any other information provided on this form is true and
                              correct.
                           Signature:  Date:
You must cross out item (2) of the above certification if you have been notified by the IRS
that you are subject to backup withholding because of underreporting of interest or
dividends on your tax returns and you have not been notified by the IRS that you are no
longer subject to backup withholding.
</TABLE>
 
 YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 2
                            OF SUBSTITUTE FORM W-9.
 
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
    I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
 
Signature ___________________________________________ Date _____________________
 
                                       12

<PAGE>
                       NOTICE OF GUARANTEED DELIVERY FOR
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
 
    This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Planet Hollywood International, Inc. (the "Company") made
pursuant to the Prospectu, dated       , 1998 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal") if certificates for
Old Notes of the Company are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Exchange Agent (as defined) prior to
5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.
Such form may be delivered or transmitted by facsimile transmission, mail or
hand delivery to United States Trust Company of New York (the "Exchange Agent")
as set forth below. In addition, in order to utilize the guaranteed delivery
procedure to tender Old Notes pursuant to the Exchange Offer, a completed,
signed and dated Letter of Transmittal (or facsimile thereof) must also be
received by the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. Capitalized terms not defined herein are defined in the
Prospectus.
 
      DELIVERY TO: UNITED STATES TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
<TABLE>
<CAPTION>
                  BY MAIL:                                 BY OVERNIGHT COURIER:
- ---------------------------------------------  ---------------------------------------------
<S>                                            <C>
         United States Trust Company                    United States Trust Company
                 of New York                                    of New York
                P.O. Box 844                             770 Broadway, 13th Floor
               Cooper Station                               New York, NY 10003
           New York, NY 10276-0844              Attn: Corporate Trust Operations Department
 (registered or certified mail recommended)
 
<CAPTION>
 
                  BY HAND:                                     BY FACSIMILE:
- ---------------------------------------------  ---------------------------------------------
<S>                                            <C>
         United States Trust Company                      Fax No. (212) 420-6152
                 of New York                         (For Eligible Institutions Only)
          111 Broadway, Lower Level                        Confirm by telephone:
             New York, NY 10006                        Telephone No. (800) 548-6565
       Attn: Corporate Trust Services
</TABLE>
 
    DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
 
Ladies and Gentlemen:
 
    Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
 
<TABLE>
<S>                                            <C>
Principal Amount of Old Notes Tendered:        If Old Notes will be delivered by book-entry
$ ----------------------------------           transfer to The Depository Trust Company,
                                               provide account number.
</TABLE>
 
Certificate Nos. (if available):
 
- ----------------------------------
 
Total Principal Amount Represented by Old
Notes Certificate(s):
 
$__________________________________  Account
Number_____________________________________

<PAGE>
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
 
                          OFFER TO EXCHANGE ITS REGISTERED
                    12% SENIOR SUBORDINATED NOTES DUE 2005,
               FOR UP TO $250,000,000 AGGREGATE PRINCIPAL AMOUNT
                               OF ITS OUTSTANDING
                     12% SENIOR SUBORDINATED NOTES DUE 2005
 
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
 
    Planet Hollywood International, Inc. (the "Company") is offering to exchange
(the "Exchange Offer"), upon and subject to the terms and conditions set forth
in the Prospectus, dated             , 1998 (the "Prospectus"), and the enclosed
Letter of Transmittal (the "Letter of Transmittal"), its registered 12% Senior
Subordinated Notes due 2005 (the "New Notes") for up to $250,000,000 aggregate
principal amount of its outstanding 12% Senior Subordinated Notes due 2005 (the
"Old Notes"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement dated
as of March 25, 1998, between the Company and the Initial Purchasers.
 
    We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
 
        1.  Prospectus dated       , 1998;
 
        2.  The Letter of Transmittal for your use and for the information of
    your clients;
 
        3.  A Notice of Guaranteed Delivery to be used to accept the Exchange
    Offer if certificates for Old Notes are not immediately available or time
    will not permit all required documents to reach the Exchange Agent prior to
    the Expiration Date (as defined below) or if the procedure for book-entry
    transfer cannot be completed on a timely basis;
 
        4.  A form of letter which may be sent to your clients for whose account
    you hold Old Notes registered in your name or the name of your nominee, with
    space provided for obtaining such clients' instructions with regard to the
    Exchange Offer;
 
        5.  Guidelines for Certification of Taxpayer Identification Number on
    Substitute Form W-9; and
 
        6.  Return envelopes addressed to United States Trust Company of New
    York, the Exchange Agent for the Old Notes.
 
    Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on             , 1998 (the "Expiration Date") (20
business days following the commencement of the Exchange Offer), unless extended
by the Company. The Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before 5:00 p.m, New York City time, on the Expiration
Date.
 
    To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Old Notes should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
 
    If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
<PAGE>
    Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent for the Old Notes, at its address and telephone number set forth
on the front of the Letter of Transmittal.
 
                                          Very truly yours,
 
                                          Planet Hollywood International, Inc.
 
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER TO TRANSMITTAL.
 
Enclosures

<PAGE>
                      PLANET HOLLYWOOD INTERNATIONAL, INC.
 
                          OFFER TO EXCHANGE ITS REGISTERED
                    12% SENIOR SUBORDINATED NOTES DUE 2005,
               FOR UP TO $250,000,000 AGGREGATE PRINCIPAL AMOUNT
                               OF ITS OUTSTANDING
                     12% SENIOR SUBORDINATED NOTES DUE 2005
 
To Our Clients:
 
    Enclosed for your consideration is a Prospectus, dated       , 1998 (the
"Prospectus"), and the Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") of Planet Hollywood International,
Inc. (the "Company") to exchange its registered 12% Senior Subordinated Notes
due 2005 (the "New Notes") for up to $250,000,000 aggregate principal amount of
its outstanding 12% Senior Subordinated Notes due 2005 (the "Old Notes"), upon
the terms and subject to the conditions described in the Prospectus. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated as of March 25,
1998, between the Company and the Initial Purchasers.
 
    This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in your account but not registered in your name. A TENDER OF
SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.
 
    Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
 
    Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on       , 1998 (the "Expiration Date") (20 business days
following the commencement of the Exchange Offer), unless extended by the
Company. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time before 5:00 p.m., New York City time, on the Expiration Date.
 
    Your attention is directed to the following:
 
        1. The Exchange Offer is for any and all Old Notes.
 
        2. The Exchange Offer is subject to certain conditions set forth in the
    Prospectus in the section captioned "The Exchange Offer--Conditions to the
    Exchange Offer".
 
        3. The Exchange Offer expires at 5:00 p.m., New York City time, on the
    Expiration Date, unless extended by the Company.
 
    If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
<PAGE>
                          INSTRUCTIONS WITH RESPECT TO
                               THE EXCHANGE OFFER
 
    The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Planet
Hollywood International, Inc. with respect to its Old Notes.
 
    This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
 
    Please tender the Old Notes held by you for my account as indicated below:
 
<TABLE>
<S>                                           <C>
                                                AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
12% Senior Subordinated Notes due 2005......
 
/ / Please do not tender any Old Notes held
    by you for my account.
Dated:, 1998                                                  Signature(s)
                                                       Please print name(s) here
                                                              Address(es)
                                                  Area Code(s) and Telephone Number(s)
                                              Tax Identification or Social Security No(s).
</TABLE>
 
    None of the Old Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.

<PAGE>
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------
<C>        <S>                          <C>
                                        GIVE THE
                                        SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:               NUMBER OF--
- ------------------------------------------------------------
       1.  An individual's account      The individual
 
       2.  Two or more individuals      The actual owner of the
           (joint account)              account or, if combined
                                        funds, the first
                                        individual on the
                                        account(1)
 
       3.  Husband and wife (joint      The actual owner of the
           account)                     account or, if joint
                                        funds, either person(1)
 
       4.  Custodian account of a       The minor(2)
           minor (Uniform Gift to
           Minors Act)
 
       5.  Adult and minor (joint       The adult or, if the minor
           account)                     is the only contributor,
                                        the minor(1)
 
       6.  Account in the name of       The ward, minor, or
           guardian or committee for a  incompetent person(3)
           designated ward, minor, or
           incompetent person
 
       7.  a. The usual revocable       The grantor-trustee(1)
              savings trust account
              (grantor is also
              trustee)
 
           b. So-called trust account   The actual owner (1)
              that is not a legal
              valid trust under State
              law
 
       8.  Sole proprietorship account  The owner(4)
- ------------------------------------------------------------
                                        GIVE THE EMPLOYER
                                        IDENTIFICATION
                                        NUMBER OF--
FOR THIS TYPE OF ACCOUNT:
- ------------------------------------------------------------
       9.  A valid trust, estate, or    The legal entity (do not
           pension trust                furnish the identifying
                                        number of the personal
                                        representative or trustee
                                        unless the legal entity
                                        itself is not designated
                                        in the account title.)(5)
 
      10.  Corporate account            The corporation
 
      11.  Religious, charitable, or    The organization
           educational organization
           account
 
      12.  Partnership account held in  The partnership
           the name of the business
 
      13.  Association, club, or other  The organization
           tax-exempt organization
 
      14.  A broker or registered       The broker or nominee
           nominee
 
      15.  Account with the department  The public entity
           of Agriculture in the name
           of a public entity (such as
           a State or local
           government, school
           district, or prison) that
           receives agricultural
           program payments
</TABLE>
 
- ------------------------------------------------
- ------------------------------------------------
 
(1) List all names first and circle the name of the person whose number you
    furnish. If only one person on a joint account has a Social Security number,
    that person's number must be furnished.
 
(2) Circle the minor's name and furnish the minor's social security number.
 
(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.
 
(4) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your Social Security number or
    employer identification number (if you have one).
 
(5) List first and circle the name of the legal trust, estate, or pension trust.
 
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2
 
OBTAINING A NUMBER
 
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number (for business and all other
entities), at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
 
PAYEES EXEMPT FROM BACKUP WITHHOLDING
 
    Payees specifically exempted from backup withholding on ALL payments include
the following:
 
    - A corporation.
 
    - A financial institution.
 
    - An organization exempt from tax under section 501(a), of the Internal
      Revenue Code of 1986, as amended (the "Code"), or an individual retirement
      plan, or a custodial account under Section 403(b)(7), if the account
      satisfies the requirements of Section 401(f)(7).
 
    - The United States or any agency or instrumentalities.
 
    - A State, the District of Columbia, a possession of the United States, or
      any political subdivision or instrumentality thereof.
 
    - A foreign government, a political subdivision of a foreign government, or
      any agency or instrumentality thereof.
 
    - An international organization or any agency, or instrumentality thereof.
 
    - A registered dealer in securities or commodities registered in the U.S.,
      the District of Columbia or a possession of the U.S.
 
    - A real estate investment trust.
 
    - A common trust fund operated by a bank under section 584(a) of the Code.
 
    - An exempt charitable remainder trust, or a non-exempt trust described in
      Section 4947(a)(1) of the Code.
 
    - An entity registered at all times under the Investment Company Act of
      1940.
 
    - A foreign central bank of issue.
 
    - A middleman known in the investment community as a nominee or who is
      listed in the most recent publication of the American Society of Corporate
      Secretaries, Inc., Nominee List.
 
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
 
    - Payments to nonresident aliens subject to withholding under Section 1441
      of the Code.
 
    - Payments to partnerships not engaged in a trade or business in the U.S.
      and which have at least one nonresident partner.
 
    - Payments of patronage dividends where the amount received is not paid in
      money.
 
    - Payments made by certain foreign organizations.
 
    - Payments made to a nominee.
 
    - Section 404(k) payments made by an ESOP.
 
Payments of interest not generally subject to backup withholding include the
following:
 
    - Payments of interest on obligations issued by individuals. Note: You may
      be subject to backup withholding if this interest is $600 or more and is
      paid in the course of the payer's trade or business and you have not
      provided your correct taxpayer identification number to the payer.
 
    - Payments of tax-exempt interest (including exempt-interest dividends under
      Section 852 of the Code).
 
    - Payments described in Section 6049(b)(5) of the Code to nonresident
      aliens.
 
    - Payments on tax-free covenant bonds under section 1451 of the Code.
 
    - Payments made by certain foreign organizations.
 
    - Payments made to a nominee.
 
    - Mortgage interest paid to you.
 
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL
REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
 
    Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041(A)(a),
6045, and 6050(A) of the code and the regulations promulgated thereunder.
 
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers whether or not
receipts are required to file tax returns. Payers must generally withhold 31% of
taxable interest, dividends, and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.
 
PENALTIES
 
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
 
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no imposition of
backup withholding, you are subject to a penalty of $500.
 
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Wilfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

<PAGE>

                           [LETTERHEAD OF SCHRECK  MORRIS]



                                    April 22, 1998






                                                              VIA HAND DELIVERY 
William A. Bible, Chairman
State Gaming Control Board
The Sawyer Building, Suite 2600
555 East Washington Avenue
Las Vegas, Nevada  89101

     Re:  PLANET HOLLYWOOD INTERNATIONAL, INC.
          (REGULATION 16.118 RULING REQUEST)

Dear Chairman Bible:

     On behalf of Planet Hollywood International, Inc. (the "Company"), I
request your ruling pursuant to Regulation 16.118 that it is not necessary to
submit the following public offering for prior approval.  The transactions
described herein are set forth in detail in the Confidential Offering Memorandum
dated March 20, 1998 (the "Offering Memorandum"), a copy of which is provided
herewith.  The following is a summary of material portions of the Offering
Memorandum and is qualified in its entirety by the more detailed information
contained in the Offering Memorandum which should be read in its entirety for a
complete understanding of the Company and the transactions. 

                                      BACKGROUND

     THE COMPANY

     The Company is a creator and worldwide developer of consumer brands that
transcend international barriers and capitalize on the universal appeal of
movies, sports and other entertainment-based themes.  Since the Company
commenced operations in October 1991, the PLANET HOLLYWOOD name and distinctive
logo design have become among the most widely-recognized trademarks in the
world.  To date, the Company has promoted its brands primarily through the
operation of theme restaurants, most notably PLANET HOLLYWOOD and the OFFICIAL
ALL STAR CAFE, that provide a unique dining and entertainment experience in a
high-energy environment and, through their integrated retail stores, offer a
broad selection of merchandise displaying the Company's logos.  During fiscal
1997, more than 20 million people visited the Company's 53 Company-owned and 34
franchised restaurant units located in 29 countries throughout the world.  The
Company had revenues of approximately $475.1 million and EBITDA of approximately
$120.2 million in fiscal 1997.

     An important part of the Company's strategy is to promote its brands
through the active involvement as stockholders of some of the world's most
famous movie stars, including Arnold Schwarzenegger, Sylvester Stallone, Bruce
Willis, Demi Moore and Whoppi Goldberg, and sports 

<PAGE>


stars, including Andre Agassi, Wayne Gretzky, Ken Griffey, Jr., Joe Montana,
Shaquille O'Neal, Monica Seles and Tiger Woods.  The Company's celebrity
stockholders generate significant media attention and publicity for the PLANT
HOLLYWOOD and OFFICIAL ALL STAR CAFE brands.  The Company is continuing to
expand its roster of celebrity stockholders, with an emphasis on new, up-and-
coming stars, in order to appeal to broader segments of consumers.

     The Company will soon launch its third major theme concept, a tribute to
the world of live music (the "Music Concept").  As with the Company's two
existing theme concepts, the Music Concept will have substantial celebrity
involvement and a distinctive brand name and logo that can be applied to
restaurants, lodging and merchandise.  The Music Concept will be promoted
initially through theme restaurants with integrated retail stores.  Each of the
Music Concept theme restaurants will feature live performances by a broad range
of musical artists, either in a connected club facility or in an integrated
stage area within the restaurant itself.  The Company's two flagship units are
expected to open in the summer of 1998 in Leicester Square in London and Times
Square in New York City.  Each will have approximately 15,000 square feet of
restaurant space seating up to 350 people and an adjacent live music club with
room for approximately 500 people in London and 1,000 people in New York.

     The Company's theme restaurants are characterized by distinctive design
features and are generally located at high profile sites in major tourist
markets.  Units generally range in size from approximately 12,000 to 36,000
square feet and in seating capacity from 230 to 600 persons, and offer
high-quality, popular cuisine, attentive service and an atmosphere of excitement
created by combining unique layouts and decor with custom-designed videos and
audio soundtracks.  Each unit prominently displays memorabilia associated with
its theme, including costumes and props from popular movies (in the case of
PLANET HOLLYWOOD units) and celebrity-owned uniforms and athletic equipment (in
the case of OFFICIAL ALL STAR CAFE units).  Each unit's integrated retail store
offers premium-quality fashion merchandise, such as jackets, T-shirts,
sweatshirts and hats, as well as other souvenir items.  The OFFICIAL ALL STAR
CAFE units also offer athletic apparel for various sports, such as tennis,
basketball and baseball, as well as duffle bags and equipment bags, all of which
incorporate an OFFICIAL ALL STAR "team" theme.  Sales of merchandise yield
higher operating margins than do food and beverage sales and provide additional
off-site promotion for the Company's brands.

     MUSIC CONCEPT HOTEL AND CASINO.  The Company and a subsidiary of Aladdin
Gaming Holdings, LLC ("Aladdin"), intend to form a 50/50 joint venture (the
"Joint Venture") to construct, own and operate a music-themed hotel, casino and
entertainment center (the "Las Vegas Project") as part of a 35-acre complex on
the site of the existing Aladdin hotel and casino at the center of Las Vegas
Boulevard (the "Strip") in Las Vegas, Nevada.  The Las Vegas Project, which will
be an extension of the Company's soon-to-be-launched Music Concept brand and is
targeted for completion in 2000, is expected to include a 1,000-room hotel, a
50,000 square foot casino containing approximately 1,500 slot machines and 50
gaming tables, a Music Concept-themed restaurant with a merchandise store and a
live performance club facility accommodating 1,000 people, as well as additional
restaurants, an outdoor swimming pool and other amenities.  The Joint Venture
also is expected to acquire from Aladdin for nominal consideration a long-term
lease of the existing 7,000-seat Theater of the Performing Arts (located in the
center of the complex), which will be renovated into a state-of-the-art concert
venue.  The existing Aladdin hotel, which has been closed and is being razed
during the first half of 1998, will be replaced by a new 2,600-room hotel and
casino to be owned and operated by a subsidiary of Aladdin.  The new Aladdin
hotel and casino will be linked to the Las Vegas Project and the Theater of the
Performing Arts by an entertainment and shopping mall, to be named the Desert
Passage, and will include approximately 462,000 square feet of retail space.  In
addition to participation in the Las Vegas Project's profits through its 50% 

<PAGE>

equity interest in the Joint Venture, the Company will receive license fees for
the use of the Music Concept name and logo and consulting fees for the provision
of certain services.  The Las Vegas Project is subject to the negotiation and
execution of definitive documentation and receipt of necessary construction
financing.

     THE PRIVATE PLACEMENT

     On March 25, 1998, the Company completed a private placement (the
"Offering") of $250,000,000 aggregate principal amount of its 12% Senior
Subordinated Notes due 2005 (the "Notes").  Interest on the Notes is payable
semiannually on April 1 and October 1 of each year, commencing October 1, 1998,
at the rate of 12% per annum.  The Notes will mature on April 1, 2005 

     The Notes may be redeemed at the option of the Company, in whole or part,
at any time on or after April 1, 2003, at the redemption prices set forth in the
Offering Memorandum plus accrued and unpaid interest, if any, thereon (plus
Liquidated Damages (as defined), if any.  In addition, at any time or from time
to time on or prior to April 1, 2001, the Company may redeem up to 35% of the
aggregate principal amount of the Notes originally issued at a redemption price
of 112% of the 
principal amount thereof, plus accrued and unpaid interest, if any, thereon
(plus Liquidated Damages, if any) to the redemption date, with the net cash
proceeds of one or more Public Equity Offerings (as defined); provided, however,
that at least $162.5 million aggregate principal amount of the Notes remains
outstanding following any such redemption.  Upon the occurrence of a Change of
Control (as defined), the Company will be required to make an offer to purchase
the Notes at 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, thereon (plus Liquidated Damages, if any) to the date of
purchase.

     The Notes are general unsecured obligations of the Company, subordinated in
right of payment to all existing and future Senior Indebtedness (as defined),
whenever incurred, of the Company.  The Notes are effectively subordinated to
all current and future Indebtedness (as defined) and other liabilities of the
Company's subsidiaries.

     The net proceeds from the sale of the Notes was approximately $242.5
million.  The Company intends to use the net proceeds for, among other things,
the Las Vegas Project.

     THE PUBLIC OFFERING

     Pursuant to a Registration Rights Agreement  (the "Registration Rights
Agreement") entered into between the Company and the Initial Purchasers (as
defined), the Company has agreed to (a) file on or prior to 45 days after March
25, 1998 (the "Closing Date") a  registration statement with the Securities and
Exchange Commission (the "Exchange Offer Registration Statement") with respect
to an offer to exchange the Notes (the "Exchange Offer") for a new series of
notes of the Company with terms substantially identical to the Notes (the
"Exchange Notes") and (b) use its reasonable best efforts to cause such Exchange
Offer Registration Statement to become effective under the Securities Act (as
defined) within 150 days after the Closing Date (by August 23, 1998).  The
Exchange Offer will qualify as a "public offering" as defined by Regulation
16.010(16) and as governed by Regulation 16.110.  A copy of the Exchange Offer
Registration Statement will be provided to you when it is filed with the
Securities and Exchange Commission.

                                       ANALYSIS

     Regulation 16.118 applies to entities that are not licensees or "affiliated
companies" or otherwise subject to the provisions of the Nevada Gaming Control
Act or the regulations 

<PAGE>

promulgated thereunder (collectively, the "Act").  The Company is not an
"affiliated company" (as defined in the Act) at this time, but it will become
subject to the Act by virtue of its status as an applicant and has disclosed the
applicability of Regulation 16.118 in the Offering Memorandum.  Accordingly, the
Company is requesting a ruling that it is not necessary to submit the Exchange
Offer for prior approval for the following reasons: (i) the Notes have already
been sold in the Offering to qualified institutional buyers without any
requirement for prior approval; (ii) the Exchange Offer will not result in any
additional proceeds to the Company and will simply provide the holders of
Exchange Notes with registered securities that can be more easily transferred;
(iii) an examination of the Exchange Offer pursuant to the standards set forth
in Regulation 16.060 would yield no concerns (in particular, the offering will
not involve "speculative securities" since, among other reasons, the underlying
securities have already been successfully distributed to sophisticated
investors); (iv) this financing will be thoroughly reviewed in connection with
the applications of the Company, Aladdin and their affiliates, pursuant to the
provisions of NRS 463.170(3)(b) to ensure that the financing of the Las Vegas
Project is adequate and from suitable sources; and (v) there is nothing about
the operational and ownership structure of the Company or its history that
should trigger any concern so as to require prior approval of the Exchange
Offer.  

                                      CONCLUSION

     Based upon the foregoing, the Company respectfully requests that you
determine that the Exchange Offer does not require the prior approval of the
Nevada Gaming Commission and that you issue a written ruling to that effect,
pursuant to Regulation 16.118(6). Thank you for your review of this matter and
please call if you require further information.


                                   Sincerely,


                                   /s/ John A. Godfrey
                                   for SCHRECK MORRIS

JAG/jc:encl.
xc:  D. Neilander (via federal express)
     W. Whelan, III (w/o)
     D. Mosse (w/o)
     F. Schreck (w/o)



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