PLANET HOLLYWOOD INTERNATIONAL, INC.
                                                                    Exhibit 10.9

                                                                  EXECUTION COPY

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

                      SECONDARY REVOLVING CREDIT AGREEMENT

                         dated as of ____________, 2001

                                      among

                      PLANET HOLLYWOOD INTERNATIONAL, INC.,
                                       and
                     THE BORROWERS LISTED ON ANNEX I HERETO
                                  AS BORROWERS,

                                       And
                                 SOUTHTRUST BANK

                                    AS LENDER

THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED
AS OF MAY 8, 2000, AND AS AMENDED THE DATE HEREOF, BY AND AMONG THE CIT
GROUP/BUSINESS CREDIT, INC., FOR ITSELF AND AS AGENT, WLR RECOVERY FUND L.P.,
SOUTHTRUST BANK, WILMINGTON TRUST COMPANY, AS AGENT, UNITED STATES TRUST COMPANY
OF NEW YORK, AS JUNIOR SUBORDINATED TRUSTEE AND THE OTHER PERSONS AND ENTITIES
SIGNATORY THERETO (THE "INTERCREDITOR AGREEMENT"), WHICH MATERIALLY AFFECTS
CERTAIN PAYMENT RIGHTS, SUBORDINATES CERTAIN OBLIGATIONS AND CERTAIN SECURITY
INTERESTS AND LIENS, AND LIMITS RIGHTS TO ENFORCEMENT OF THE PARTIES TO THIS
AGREEMENT. ALL PERSONS OR OTHER ENTITIES WHICH AT ANY TIME HOLD INDEBTEDNESS
HEREUNDER OR WHICH IS SECURED HEREBY ARE BOUND BY THE TERMS OF THE INTERCREDITOR
AGREEMENT, WHICH WILL BE MADE AVAILABLE UPON REQUEST TO ANY PARTY HERETO.

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>          <C>                                                                                         <C>
ARTICLE I    DEFINITIONS; CONSTRUCTION...................................................................38
       1.01.   Certain Definitions.......................................................................38
       1.02.   Construction..............................................................................48
       1.03.   Accounting Principles.....................................................................48

ARTICLE II   THE CREDITS ................................................................................48
       2.01.   Revolving Credit Loans....................................................................48
       2.02.   Notes.....................................................................................48
       2.03.   Notice of Borrowing; Making of Loans......................................................48
       2.04.   Reduction of Current Commitment; Mandatory Prepayment; Optional Prepayment................49
       2.05.   Interest Rate.............................................................................50
       2.06.   Interest Payment Dates....................................................................50
       2.07.   Maturity Date.............................................................................50
       2.08.   Payments..................................................................................50
       2.09.   Use of Proceeds...........................................................................52
       2.10.   [intentionally omitted]...................................................................52
       2.11.   Reserve Requirements; Capital Adequacy Circumstances......................................52
       2.12.   [intentionally omitted]...................................................................52
       2.13.   [intentionally omitted]...................................................................52
       2.14.   [intentionally omitted]...................................................................52
       2.15.   Taxes.....................................................................................52
       2.16.   Joint and Several Liability...............................................................53
       2.17.   [intentionally omitted]...................................................................53
       2.18.   Equity Contributions......................................................................53

ARTICLE III  [intentionally omitted].....................................................................53

ARTICLE IV   [intentionally omitted].....................................................................53

ARTICLE V    SECURITY ...................................................................................53
       5.01.   Collateral................................................................................53
       5.02    Trademarks................................................................................54

ARTICLE VI   CONDITIONS OF EFFECTIVENESS.................................................................54
       6.01.   Conditions Precedent to Effectiveness.....................................................54
       6.02.   Conditions Precedent to Loans and Letters of Credit.......................................56

ARTICLE VII  REPRESENTATIONS AND WARRANTIES..............................................................57
       7.01.   Organization, Good Standing, Etc..........................................................57
       7.02.   Authority and Authorization...............................................................57
       7.03.   Execution and Binding Effect..............................................................57
       7.04.   Governmental Approvals....................................................................57
       7.05.   Absence of Conflicts......................................................................58
       7.06.   Subsidiaries..............................................................................58
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>          <C>                                                                                         <C>
       7.07.   Litigation................................................................................58
       7.08.   Financial Condition; Historical Statements................................................58
       7.09.   Compliance with Law, Etc..................................................................58
       7.10.   ERISA.....................................................................................58
       7.11.   Taxes, Etc................................................................................59
       7.12.   Full Disclosure...........................................................................59
       7.13.   Operating Lease Obligations; Existing Liens; Unpaid Rent..................................59
       7.14.   Environmental Matters.....................................................................59
       7.15.   Schedules.................................................................................60
       7.16.   Insurance.................................................................................60
       7.17.   Use of Proceeds...........................................................................60
       7.18.   Financial Accounting Practices, Etc.......................................................60
       7.19.   [intentionally omitted]...................................................................60
       7.20.   Real Property; Leases.....................................................................60
       7.21.   Location of Bank Accounts.................................................................61
       7.22.   No Event of Default.......................................................................61
       7.23.   Capitalized Leases........................................................................61
       7.24.   Inventory and Memorabilia.................................................................61
       7.25.   Collateral................................................................................61
       7.26.   Tradenames................................................................................61
       7.27.   Intellectual Property.....................................................................61
       7.28.   Regulation T, U or X......................................................................62
       7.29.   Nature of Business........................................................................62
       7.30.   Adverse Agreements, Etc...................................................................62
       7.31.   Holding Company and Investment Company Acts...............................................62
       7.32.   Permits, Etc..............................................................................62
       7.33.   Priority; Title...........................................................................62
       7.34.   Labor Relations; Collective Bargaining Agreements.........................................62
       7.35.   Loan Documents............................................................................63
       7.36.   Solvency..................................................................................63
       7.37.   Ownership of Planet Hollywood Memorabilia, Inc. and the Memorabilia.......................63
       7.38.   Corporate Structure.......................................................................63
       7.39.   Delivery of Authenticity Documents........................................................63
       7.40.   Material Contracts........................................................................63
       7.41.   [intentionally omitted]...................................................................63
       7.42.   [intentionally omitted]...................................................................63
       7.43.   Additional Representations and Warranties.................................................63

ARTICLE VIII AFFIRMATIVE COVENANTS.......................................................................63
       8.01.   Reporting Requirements....................................................................63
       8.02.   Compliance with Laws, Etc.................................................................66
       8.03.   Preservation of Existence, Etc............................................................66
       8.04.   Keeping of Records and Books of Account...................................................66
       8.05.   Inspection Rights.........................................................................67
       8.06.   Maintenance of Properties, Etc............................................................67
       8.07.   Maintenance of Insurance..................................................................67
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>          <C>                                                                                         <C>
       8.08.   Environmental.............................................................................68
       8.09.   Further Assurances........................................................................68
       8.10.   Financial Accounting Practices, Etc.......................................................69
       8.11.   Cash Management System....................................................................69
       8.12.   [intentionally omitted]...................................................................70
       8.13.   Memorabilia and Inventory.................................................................70
       8.14.   Change in Collateral; Collateral Records..................................................70
       8.15.   Leases....................................................................................70
       8.16.   [intentionally omitted]...................................................................70
       8.17.   Authenticity Documents....................................................................70
       8.18.   [intentionally omitted]...................................................................70

ARTICLE IX   NEGATIVE COVENANTS..........................................................................71
       9.01.   Liens, Etc................................................................................71
       9.02.   Indebtedness..............................................................................72
       9.03.   Guarantees, Etc...........................................................................72
       9.04.   Merger, Consolidation, Sale of Assets, Etc................................................73
       9.05.   Change in Nature of Business..............................................................73
       9.06.   Loans, Advances and Investments, Etc......................................................73
       9.07.   Lease Obligations.........................................................................74
       9.08.   Dividends, Prepayments, Etc...............................................................74
       9.09.   Transactions with Affiliates..............................................................74
       9.10.   Sale Policies.............................................................................74
       9.11.   Environmental.............................................................................74
       9.12.   ERISA.....................................................................................75
       9.13.   Subsidiaries..............................................................................75
       9.14.   Capital Expenditures......................................................................75
       9.15.   Federal Reserve Regulations...............................................................75
       9.16.   [intentionally omitted]...................................................................75
       9.17.   Inactive Guarantors.......................................................................75
       9.18.   Negative Pledge...........................................................................75
       9.19.   Foreign Entities..........................................................................75
       9.20.   Note Maturity Date........................................................................76

ARTICLE X    DEFAULTS....................................................................................76
       10.01.   Events of Default........................................................................76
       10.02.   Consequences of an Event of Default......................................................78
       10.03.   [intentionally omitted]..................................................................78
       10.04.   Certain Remedies.........................................................................78

ARTICLE XI   MISCELLANEOUS...............................................................................78
       11.01.   Holidays.................................................................................78
       11.02.   Records..................................................................................78
       11.03.   Amendments and Waivers...................................................................79
       11.04.   No Implied Waiver; Cumulative Remedies...................................................79
       11.05.   Notices..................................................................................79
       11.06.   Expenses; Taxes; Attorneys' Fees; Indemnification........................................79
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>          <C>                                                                                         <C>
       11.07.   Application..............................................................................80
       11.08.   Severability.............................................................................80
       11.09.   Governing Law............................................................................80
       11.10.   Prior Understandings.....................................................................80
       11.11.   Duration; Survival.......................................................................80
       11.12.   Counterparts.............................................................................81
       11.13.   Assignments; Participations..............................................................81
       11.14.   Successors and Assigns...................................................................82
       11.15.   Confidentiality..........................................................................82
       11.16.   Waiver of Jury Trial.....................................................................82
       11.17.   Right of Setoff..........................................................................83
       11.18.   Headings.................................................................................83
       11.19.   Forum Selection and Consent to Jurisdiction..............................................83

ARTICLE XII  SUBORDINATION AND PREFERENCES OF LENDER.....................................................83

ARTICLE XIII [intentionally omitted].....................................................................84
</TABLE>


Exhibit A          -   Form of Note
Exhibit B          -   Form of Security Agreement
Exhibit C          -   Form of Pledge Agreement
Exhibit D          -   Form of Guarantor Security Agreement
Exhibit E          -   Form of Guaranty
Exhibit F          -   [Intentionally Omitted]
Exhibit G          -   [Intentionally Omitted]
Exhibit H          -   [Intentionally Omitted]
Exhibit I          -   Form of Assignment and Acceptance



Schedule 1.01(A)   -   List of Active Guarantors

Schedule 1.01(B)   -   Locations of Inventory and Memorabilia as of the
                         Closing Date
Schedule 1.01(E)   -   List of Guarantors
Schedule 1.01(F)   -   List of Inactive Guarantors
Schedule 5.02      -   PH Trademarks
Schedule 7.06      -   U.S. Subsidiaries
Schedule 7.10      -   Employee Plans
Schedule 7.20(a)   -   Real Property
Schedule 7.21      -   Bank Accounts
Schedule 7.26      -   Tradenames
Schedule 7.34      -   Collective Bargaining Agreements
Schedule 7.38      -   Corporate Structure Chart
Schedule 7.40      -   Material Contracts
Schedule 8.13      -   Permitted Memorabilia and Inventory Locations


                                      -iv-
<PAGE>

AMENDMENT NO. 1 TO
INTERCREDITOR AND SUBORDINATION AGREEMENT

                  AGREEMENT, dated as of March __, 2001 (as amended, restated or
otherwise modified from time to time, this "Agreement"), among THE CIT
GROUP/BUSINESS CREDIT, INC., for itself and as agent for the lenders party to
the CR Senior Credit Agreement (as defined below) from time to time (together
with its successors and assigns in such capacity, the "CR Senior Agent"), WLR
RECOVERY FUND L.P., WILMINGTON TRUST COMPANY, as agent (the "BH Senior Agent")
for each BH Senior Lender (as defined below), UNITED STATES TRUST COMPANY OF NEW
YORK, as trustee under the Junior Subordinated Indenture (as defined below)
(together with its successors and assigns in such capacity, the "Junior
Subordinated Trustee") for the Junior Subordinated Noteholders (as defined
below), and SouthTrust Bank ("SouthTrust"), and acknowledged and agreed to by
Planet Hollywood International, Inc. ("PHI"), and the subsidiaries and
affiliates of PHI signatory hereto (PHI and such subsidiaries and affiliates,
collectively, the "Company").

RECITALS

                  A. The CR Senior Agent, the BH Senior Agent and the Junior
Subordinated Trustee are parties to an Intercreditor Agreement, dated as of May
8, 2000 (the "Intercreditor Agreement"), which the Company acknowledged and
agreed to.

                  Each capitalized term used herein but not defined herein
(including in the preamble hereto) shall have the meaning given to such term in
the Intercreditor Agreement, as amended by Section 1 of this Agreement.

                  B. The parties hereto desire to amend the Intercreditor
Agreement to (i) make SouthTrust a party thereto, and (ii) define the relative
payment and lien priorities, and other rights and obligations, of SouthTrust in
relation to the CR Senior Agent and the CR Senior Lenders, on the one hand, and
the BH Agent, BH Senior Lenders, the Junior Subordinated Trustee and the Junior
Subordinated Noteholders, on the other.

                  THEREFORE, for good and valuable consideration the parties
hereto hereby agree as follows:

                  1.       Definitions.

                           The following terms are added to Section 1.1 of the
Intercreditor Agreement in their respective alphabetical places:

                  "BH Rights" means, collectively, all of the BH Senior
Obligations, together with all of the BH Senior Agent's and the BH Senior
Lenders' rights of payment in respect thereof, the BH Senior Agent's and the BH
Senior Lenders' Liens under the BH Security Agreements in respect thereof, and
all of, the BH Senior Agent's and the BH Senior Lenders' other rights and
remedies under the BH Senior Note Documents.

                   "CR Rights" means, collectively, all of the CR Senior
Obligations, together with all of the CR Senior Agent's and the CR Senior
Lenders' rights of payment in respect thereof, the CR Senior Agent's and the CR
Senior Lenders' Liens under the CR Senior Security Agreements in respect
thereof, and all of the CR Senior Agent's and the CR Senior Lenders' other
rights and remedies under the CR Credit Documents.

<PAGE>

                  "PIK Rights" means, collectively, all of the Junior
Subordinated Obligations, together with all of the Junior Subordinated Trustee's
and the Junior Subordinated Noteholders' rights of payment in respect thereof,
the Junior Subordinated Trustee's and the Junior Subordinated Noteholders' Liens
under the Junior Subordinated Security Agreements in respect thereof, and all of
the Junior Subordinated Trustee's and the Junior Subordinated Noteholders' other
rights and remedies under the Junior Subordinated Credit Documents.

                  "Senior Party" is defined in Section 3.12(e).

                  "SouthTrust" means SouthTrust Bank.

                  "ST Credit Documents" collectively means the ST Credit
Agreement, the ST Security Agreements and all other documents, instruments and
agreements now or hereafter executed and/or delivered in connection therewith,
each as may be amended, restated, supplemented, replaced or otherwise modified
from time to time in accordance with Section 3.10 of the Intercreditor
Agreement.

                  "ST Credit Agreement" means that certain Secondary Revolving
Credit Agreement by and among SouthTrust and the Company dated as of the date
hereof, as it may be amended, restated, supplemented, replaced or otherwise
modified from time to time in accordance with Section 3.10 of the Intercreditor
Agreement.

                  "ST Deficiency Claim" means the amount, if any, of ST
Obligations remaining unpaid and/or not satisfied after all of the Intercreditor
Collateral has been sold, transferred, liquidated or otherwise disposed of on
account of any Remedial Action or otherwise.

                  "ST Notes" means the promissory notes of the Company executed
and delivered to SouthTrust under the ST Credit Agreement, as modified or
restated from time to time, and any promissory note or notes issued in exchange
or replacement thereof, including all extensions, renewals, refinancings or
refundings thereof in whole or part.

                  "ST Obligations" means the principal of, and premium, if any,
payable on redemption or prepayment of, and interest on, all indebtedness and
all other obligations now existing or hereafter incurred or owing under the ST
Credit Documents, up to a maximum amount of $3,000,000, plus all fees, expenses,
claims, charges and indemnity obligations.

                  "ST Rights" means, collectively, all of the ST Obligations,
together with all of SouthTrust's rights of payment in respect thereof,
SouthTrust's Liens under the ST Security Agreements in respect thereof, and all
of SouthTrust's other rights and remedies under the ST Credit Documents.

                  "ST Security Agreements" collectively means all of the
agreements specified on Annex IV hereto and each other guaranty, security
agreement, pledge agreement, mortgage or other collateral agreement now or
hereafter entered into in connection with the ST Obligations, each as may be as
amended, restated, supplemented, replaced or otherwise modified from time to
time in accordance with Section 3.10 of the Intercreditor Agreement.

                  "ST Scheduled Payments" means (i) at such time when interest
in respect of the ST Notes is required to be paid in cash under the terms of the
ST Credit Agreement, interest payable at the rate specified in the ST Credit
Agreement as in effect on the date hereof (but not the payment of default
interest), (ii) expenses payable and/or reimbursable pursuant to the ST Credit
Agreement in an amount not to exceed in the aggregate of $75,000 and (iii) Net
Cash Proceeds, if any, in accordance with the terms and conditions of the ST
Credit Agreement.

                                      -ii-
<PAGE>

                           The following terms are added to Section 1.1 of the
Intercreditor Agreement in replacement of the corresponding versions of such
terms currently in Section 1.1:

                  "CR Senior Obligations" means the principal of, and premium,
if any, payable on redemption or prepayment of, and interest on, all
indebtedness and all other obligations now existing or hereafter incurred or
owing under the CR Credit Documents, up to a maximum amount of $12,000,000.00,
plus, all fees, expenses, claims, charges and indemnity obligations.

                  "Credit Documents" collectively means the CR Credit Documents,
the BH/PIK Credit Documents and the ST Credit Documents.

                  "Intercreditor Parties" collectively means the CR Senior
Agent, the CR Senior Lenders, the BH/PIK Lenders and SouthTrust.

2. SouthTrust Added as Party. The Intercreditor Agreement is hereby amended to
add SouthTrust as a party thereto, having the rights and obligations set forth
in this Agreement, and in the Intercreditor Agreement, as amended hereby.
SouthTrust hereby agrees to observe, perform and be bound by all of the terms of
this Agreement, and of the Intercreditor Agreement, as amended hereby.

                  3.       Lien and Payment Priorities of SouthTrust.

                           (a)      The parties hereto agree that the SouthTrust
                                    Rights are:


                                    (i) subordinate to the CR Rights, in the
same manner and to the same extent as the BH Rights and the PIK Rights are
subordinate to the CR Rights under the Intercreditor Agreement, as if such
subordination of the SouthTrust Rights was explicitly set forth in each and
every place that the Intercreditor Agreement defines the relative rights and
obligations of the BH/PIK Lenders in respect of the BH Rights and the PIK
Rights, on the one hand, and the CR Senior Agent and the CR Senior Lenders in
respect of the CR Rights, on the other; and

                                    (ii) senior to the BH Rights and the PIK
Rights, in the same manner and to the same extent as the CR Rights are senior to
the BH Rights and the PIK Rights under the Intercreditor Agreement, as if such
seniority of the SouthTrust Rights was explicitly set forth in each and every
place that the Intercreditor Agreement defines the relative rights and
obligations of the BH/PIK Lenders in respect of the BH Rights and the PIK
Rights, on the one hand, and the CR Senior Agent and the CR Senior Lenders in
respect of the CR Rights, on the other.

                           (b)      Accordingly, the following provisions are
added to the Intercreditor Agreement as Sections 1.1.E, 1.1.F, 1.1.G and 1.1.H,
respectively:

                                    Section 1.1.E. SouthTrust's Lien
         Subordination to CR Lenders. Notwithstanding anything contained in the
         ST Credit Documents or any other document or instrument evidencing or
         in any way relating to the ST Obligations, the security interests,
         liens and debt (including, without limitation, the ST Obligations) of
         SouthTrust in the Intercreditor Collateral are expressly "subordinate
         and junior" to the Liens of and indebtedness owing to the CR Senior
         Lenders. Except for the ST Scheduled Payments made by the Company to
         SouthTrust at such times as are required under the ST Credit Documents
         (in effect on the date hereof), "subordinate and junior" shall mean
         that until the CR Senior Obligations shall have been paid in full and
         satisfied as more fully described herein, SouthTrust shall not, without
         the express prior written consent of the CR Senior Lenders, (A) demand,
         require or accept any payments or prepayment of the ST Obligations, (B)
         enforce or take any action to (x) enforce or collect the ST Obligations
         or any portion thereof, or (y) enforce any rights or remedies with
         respect to, or to

                                     -iii-
<PAGE>

realize upon, the Intercreditor Collateral, or (C) exercise any remedies with
respect thereto under the ST Credit Documents.

                                    1.1.F. SouthTrust Lien and Debt
         Subordination to CR Lenders. To the extent and in the manner hereafter
         set forth, the security interests, Liens, debt and right to payment of
         the ST Obligations are hereby expressly made subordinate and subject to
         the security interests, Liens, and debt of, and right of prior payment
         in full in cash of, all the CR Senior Obligations pursuant to the terms
         of this Intercreditor Agreement, unless and until the CR Senior
         Obligations shall have been indefeasibly paid in full and satisfied.
         SouthTrust will not, without the express prior written consent of the
         CR Senior Agent, with respect to the Intercreditor Collateral, take,
         demand or receive, and the Company or any Subsidiary Guarantor will not
         make, give or permit, directly or indirectly, by setoff, redemption,
         purchase or in any other manner, any payment on or security for the
         whole or any part of the ST Obligations, and, without the express prior
         written consent of the CR Senior Agent, will not accelerate the
         scheduled maturities of any amounts owing under the ST Obligations;
         provided, however, that the Company may make, and SouthTrust may demand
         and receive, the ST Scheduled Payments so long as no Event of Default
         under and as defined in the CR Credit Documents shall have occurred and
         then be continuing, or would occur as a result of such payment.

                                    1.1.G. ST Deficiency Claim Subordination. To
         the extent and in the manner hereinafter set forth, the payment of the
         ST Deficiency Claim is hereby expressly made subordinate and subject in
         right of payment to the prior payment in full in cash of all the CR
         Deficiency Claims, and until such time, SouthTrust will not, without
         the express prior written consent of the CR Senior Agent take, demand
         or receive, and the Company or any Subsidiary Guarantor will not make,
         give or permit, directly or indirectly, by setoff, redemption, purchase
         or in any other manner, any payment for the whole or any part of the ST
         Deficiency Claim without the express written consent of the CR Senior
         Agent.

                                    1.1.H. BH/PIK Lenders Subordination to
         SouthTrust. Notwithstanding anything contained in the BH/PIK Credit
         Documents or any other document or instrument evidencing or in any way
         relating to the BH/PIK Obligations, the security interests, Liens and
         debt (including, without limitation, the BH Senior Obligations and the
         Junior Subordinated Obligations) of the BH Senior Agent and the Junior
         Subordinated Trustee in the Intercreditor Collateral are expressly
         "subordinate and junior" to the liens of and indebtedness owing to
         SouthTrust. Except for the Junior Subordinated Scheduled Payments and
         the BH Scheduled Payments made by the Company to the BH Senior Agent,
         the BH Senior Lenders, or to the Junior Subordinated Trustee or Junior
         Subordinated Noteholders, at such times as are required under the
         BH/PIK Credit Documents (in effect on the date hereof), "subordinate
         and junior" shall mean that until the ST Obligations shall have been
         paid in full and satisfied as more fully described herein, the BH/PIK
         Lenders shall not, without the express prior written consent of
         SouthTrust, (A) demand, require or accept any payments or prepayment of
         the BH/PIK Obligations, (B) enforce or take any action to (x) enforce
         or collect the BH/PIK Obligations or any portion thereof (other than,
         in the case of any Junior Subordinated Noteholders, any Junior
         Subordinated Noteholder Permitted Action), or (y) enforce any rights or
         remedies with respect to, or to realize upon, the Intercreditor
         Collateral, or (C) exercise any remedies with respect thereto under the
         BH/PIK Credit Documents.

                  4.       Other Rights and Remedies. For all purposes under the
Intercreditor Agreement, as amended hereby:

                                      -iv-
<PAGE>

                           (a)      the CR Senior Agent and the CR Senior
Lenders shall have the right to exercise all of their rights and remedies, and
shall observe, perform and be bound by all of their obligations, in respect of
the BH Rights and the PIK Rights against and with respect to SouthTrust and the
ST Rights, in the same manner and to the same extent that the CR Senior Agent
and the CR Senior Lenders are permitted or required to do so under the
Intercreditor Agreement against or with respect to the BH Senior Agent, the BH
Senior Lenders and the BH Rights, and the Junior Subordinated Trustee, the
Junior Subordinated Noteholders and the PIK Rights, as if such right and
obligation in respect of SouthTrust and the SouthTrust Rights was explicitly set
forth in each and every place that the Intercreditor Agreement grants the CR
Senior Agent and the CR Senior Lenders any such rights or remedies or requires
the CR Senior Agent or the CR Senior Lenders to observe or perform any such
obligations in respect of the BH Rights and the PIK Rights;

                           (b)      without limiting the generality of the
foregoing Section 4(a), the CR Senior Lenders and the CR Senior Agent shall have
all of the rights against SouthTrust, and SouthTrust shall have all of the
obligations of the BH/PIK Lenders, under Sections 1.2, 1.3A (except that the
second parenthetical phrase thereof shall be inapplicable), 1.4, 1.5, 1.9, 1.11,
2.3, 2.5, 3.1, 3.2, 3.3 and 3.4, as if every reference to "BH/PIK Lenders" or
"BH Senior Lender" in such Sections were instead a reference to "SouthTrust" and
as if every reference to "BH/PIK Obligations" in such Sections were instead a
reference to "ST Obligations"; and

                           (c)      SouthTrust shall have the right to exercise
all of the rights and remedies of the CR Senior Agent and the CR Senior Lenders
against, and shall observe, perform and be bound by all of the obligations of
the CR Senior Agent or the CR Senior Lenders to, the BH Senior Agent and the BH
Senior Lenders in respect of the BH Rights, and the Junior Subordinated Trustee
and the Junior Subordinated Noteholders in respect of the PIK Rights, in the
same manner and to the same extent that the CR Senior Agent and the CR Senior
Lenders are permitted or required to do so under the Intercreditor Agreement
against or with respect to the BH Senior Agent, the BH Senior Lenders and the BH
Rights, and the Junior Subordinated Trustee, the Junior Subordinated Noteholders
and the PIK Rights, as if such right and obligation of SouthTrust was explicitly
set forth in each and every place that the Intercreditor Agreement grants the CR
Senior Agent and the CR Senior Lenders any such rights or remedies or requires
the CR Senior Agent or the CR Senior Lenders to observe or perform any such
obligations in respect of the BH Rights and the PIK Rights.

                  5.       Priority of Collateral Rights. Section 2.2 of the
Intercreditor Agreement is deleted and is replaced with the following:

                  Irrespective of the (a) the time, order, manner or method of
                  creation, attachment or perfection of the respective Liens
                  granted by the Company to any Intercreditor Party in any or
                  all of the Intercreditor Collateral, (b) the time, manner or
                  place of the filing of the respective UCC financing statements
                  or other applicable filings of any Intercreditor Party with
                  respect to any or all of the Intercreditor Collateral, (c) any
                  statement contained in any Credit Document, (d) any other
                  event, circumstance, occurrence or otherwise, or (e) any
                  provision of any Applicable Law to the contrary, (i) the Liens
                  granted by the Company to the CR Senior Agent (for and on
                  behalf of itself and the CR Senior Lenders) in and to the
                  Intercreditor Collateral shall be superior and prior to any
                  Liens granted by the Company therein to SouthTrust, the BH
                  Senior Agent or the Junior Subordinated Trustee, (ii) the
                  Liens granted by the Company to SouthTrust in and to the
                  Intercreditor Collateral shall be superior and prior to any
                  Liens granted by the Company therein to the BH Senior Agent or
                  the Junior Subordinated Trustee and (iii) the Liens granted by
                  the Company to the BH Senior Agent for and on behalf of the BH
                  Senior Lenders in and to the Intercreditor Collateral shall be
                  superior and prior to any Liens granted by the Company therein
                  to the Junior Subordinated Trustee.

                                      -v-
<PAGE>

                  6.       Application of Payments. Section 3.6 of the
Intercreditor Agreement is deleted and is replaced with the following:


                  All Proceeds arising from any Remedial Action with respect to
                  any Intercreditor Collateral or any Guaranty Action with
                  respect to any Intercreditor Collateral shall be applied
                  first, to the payment of the CR Senior Obligations until they
                  have been paid in full in cash; second, to the payment of the
                  ST Obligations until they have been paid in full in cash;
                  third, to the payment of the BH Senior Obligations until they
                  have been paid in full in cash; and fourth, to the payment of
                  the Junior Subordinated Obligations until this Agreement is
                  terminated.

                  7.       Duration and Termination; Payment Invalidated.
Section 3.12 of the Intercreditor Agreement is deleted and is replaced with the
following:

                           3.12.    Duration and Termination; Payment
         Invalidated.

                                    (a)      This Agreement shall constitute a
         continuing agreement and shall terminate with respect to the CR Senior
         Agent and the CR Senior Lenders only upon written notice by the CR
         Senior Agent to PHI, SouthTrust, the BH Senior Agent, and the Junior
         Subordinated Trustee of the payment in full in cash of all of the CR
         Senior Obligations and the termination of the CR Credit Documents (such
         written notice the CR Senior Agent agrees to give promptly, and, in any
         event, within three (3) business days, after the occurrence of the
         foregoing). The termination of this Agreement with respect to the CR
         Senior Agent and the CR Senior Lenders shall, subject to clause (c) of
         this Section 3.12, release fully and irrevocably such persons from any
         and all liabilities, duties and responsibilities hereunder to the same
         extent as if this Agreement had been fully terminated by all the
         parties hereto; provided, however, that the foregoing shall not release
         any of the parties with respect to any obligations arising prior to
         such termination.

                                    (b)      (i) This Agreement shall constitute
         a continuing agreement and shall terminate with respect to the BH
         Senior Agent and the BH Senior Lenders only upon written notice by the
         BH Senior Agent to PHI, SouthTrust, the CR Senior Agent and the Junior
         Subordinated Trustee of the payment in full in cash (and/or by the
         exercise of the Conversion Option) of all of the BH Senior Obligations
         and the termination of the BH Credit Documents (such written notice the
         BH Senior Agent agrees to give promptly, and, in any event, within
         three (3) business days after the occurrence of the foregoing). The
         termination of this Agreement with respect to the BH Senior Agent and
         the BH Senior Lenders shall, subject to clause (c) of this Section
         3.12, release fully and irrevocably such persons from any and all
         liabilities, duties, responsibilities hereunder to the same extent as
         if this Agreement had been fully terminated by all parties hereto;
         provided, however, that the foregoing shall not release any of the
         parties with respect to any obligations arising prior to such
         termination.

                                             (ii) This Agreement shall
         constitute a continuing agreement and shall terminate with respect to
         SouthTrust only upon written notice by SouthTrust to PHI, the CR Senior
         Agent, the BH Senior Agent, the BH Senior Lenders and the Junior
         Subordinated Trustee of the payment in full in cash of all of the ST
         Obligations and the termination of the ST Credit Documents (such
         written notice SouthTrust agrees to give promptly, and, in any event,
         within three (3) business days after the occurrence of the foregoing).
         The termination of this Agreement with respect to SouthTrust shall,
         subject to clause (c) of this Section 3.12, release fully and
         irrevocably such persons from any and all liabilities, duties,
         responsibilities hereunder to the same extent as if this Agreement had
         been fully terminated by all parties hereto; provided, however, that
         the foregoing shall not release any of the parties with respect to any
         obligations arising prior to such termination.

                                      -vi-
<PAGE>

                                    (c)      In the event that this Agreement is
         terminated with respect to (i) the CR Senior Agent and the CR Senior
         Lenders, as provided in clause (a) of this Section 3.12, or (ii) the BH
         Senior Agent and the BH Senior Lenders, as provided in clause (b)(i),
         of this Section 3.12, or (iii) SouthTrust, as provided in clause
         (b)(ii) of this Section 3.12, and the CR Senior Agent, any CR Senior
         Lender, SouthTrust, the BH Senior Agent or any BH Senior Lender shall
         be required by a court or other tribunal of competent jurisdiction to
         disgorge, refund, rebate or otherwise return any amount received with
         respect to any of the Intercreditor Collateral, any Guaranty to any
         debtor-in-possession or trustee in respect of any Insolvency
         Proceeding, or any other person (whether as the result of such payment
         constituting, or being alleged to constitute, a preference, a
         fraudulent conveyance or any other payment required to be disgorged
         pursuant to any such Insolvency Proceeding) then, in any such event,
         (i) the terms and conditions of this Agreement shall be reinstated,
         notwithstanding any prior termination of this Agreement pursuant to
         this Section 3.12, and (ii) all provisions of this Agreement shall once
         again be operative until all such CR Senior Obligations, ST Obligations
         and/or BH Senior Obligations, as the case may be, are again paid in
         full in cash.

                                    (d)      (i) If the SouthTrust Obligations,
         the BH Senior Obligations and the Junior Subordinated Obligations are
         outstanding at the time this Agreement is terminated with respect to
         the CR Senior Agent and the CR Senior Lenders, then SouthTrust and the
         BH/PIK Lenders shall continue to be subject to this Agreement with
         respect to the Intercreditor Collateral on the same terms as provided
         in this Agreement immediately prior to such termination with respect to
         the CR Senior Agent and the CR Senior Lenders, except that (i) all
         references to the CR Senior Agent, the CR Senior Lenders and SouthTrust
         shall be deemed to be to SouthTrust, and (ii) this Agreement shall be
         interpreted as if there were three classes of Intercreditor Parties,
         with the CR Senior Agent, CR Senior Lender and SouthTrust, being,
         collectively, the senior class, and the BH Senior Agent, the BH Senior
         Lenders, being the first junior class and the Junior Subordinated
         Trustee and the Junior Subordinated Noteholders being be the second
         junior class (it being understood and agreed that, to the extent
         SouthTrust is prohibited from taking any action hereunder as it relates
         to the CR Senior Agent and the CR Senior Lenders, such provisions shall
         be null and void as they relate to SouthTrust).

                                             (ii) If both the BH Senior
         Obligations and the Junior Subordinated Obligations are outstanding at
         the time this Agreement is terminated with respect to the CR Senior
         Agent and the CR Senior Lenders, and/or SouthTrust, as applicable, then
         the BH/PIK Lenders shall continue to be subject to this Agreement with
         respect to the Intercreditor Collateral on the same terms as provided
         in this Agreement immediately prior to such termination with respect to
         the CR Senior Agent and the CR Senior Lenders, and/or SouthTrust, as
         applicable, except that (i) all references to the CR Senior Agent, the
         CR Senior Lenders and/or SouthTrust shall be deemed to be to the BH
         Senior Agent and the BH Senior Lenders, and (ii) this Agreement shall
         be interpreted as if there were two classes of Intercreditor Parties,
         with the CR Senior Agent, CR Senior Lenders, SouthTrust, the BH Senior
         Agent and the BH Senior Lenders being, collectively, the senior class,
         and the Junior Subordinated Trustee and the Junior Subordinated
         Noteholders being be the junior class (it being understood and agreed
         that, to the extent the BH Senior Agent or BH Senior Lenders are
         prohibited from taking any action hereunder as it relates to the CR
         Senior Agent and the CR Senior Lenders, and/or SouthTrust, such
         provisions shall be null and void as they relate to the BH Senior Agent
         and the BH Senior Lenders).

                                    (e)      In connection with the termination
         of this Agreement from time to time with respect to the obligations of
         any person (a "Senior Party") which are not subordinate to the
         obligations of any other person under Sections 1.1.A through 1.1.H, the
         Senior Party shall transfer possession of any Intercreditor Collateral
         that such Senior Party holds as bailee for SouthTrust and/or the BH/PIK
         Lenders under Section 3.15 hereof to the person that becomes the Senior
         Party upon such termination of this Agreement with respect to the
         former Senior Party. No such transfer shall be taken in violation of
         any applicable law, rule or regulation or court order, and shall be
         taken at the sole cost and expense of the Company. All such transfers
         shall be done without any representation or warranty by the
         transferring Senior Party and on an "as is, where is"

                                     -vii-
<PAGE>

         basis, and the transferring Senior Party shall not have any liability
         with respect thereto. This Section shall apply with respect to every
         transfer by a Senior Party from time to time.

                  8.       Notices. The following is added to Section 4.6 of the
Intercreditor Agreement:

                           SouthTrust Bank
                           135 W. Central Blvd.
                           Suite 1225
                           Orlando, FL  32801

                  9.       Annex IV. Annex 1 hereto is added to the
Intercreditor Agreement as Annex IV thereto.


                  10.      Representations and Warranties.

                           (a)      Each signatory to this Agreement hereby
represents and warrants for itself (and for each of its principals, including,
without limitation, all managed accounts) to the other signatories hereto that
(i) it has all requisite power and authority to execute, deliver and perform
this Agreement, (ii) the execution, delivery and performance by it of this
Agreement has been duly authorized by all requisite corporate or other action,
(iii) no consent or approval of any other person and no consent, license,
approval or authorization of any governmental authority is required in
connection with its execution, delivery and performance of this Agreement, (iv)
its execution, delivery and performance of this Agreement does not violate any
of the Credit Documents to which it is a party, and (v) this Agreement
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms.

                           (b)      The Company further represents and warrants
that no Default or Event of Default, however defined in any Credit Document,
exists under any such Credit Document.

                  11.      Legend. Each of the Credit Documents, and any notes
or other evidences of indebtedness in connection therewith, executed or amended
after the date hereof shall contain a legend which shall read as follows:

         THIS AGREEMENT IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION
         AGREEMENT DATED AS OF MAY 8, 2000, AS AMENDED AS OF MARCH __, 2001, BY
         AND AMONG THE CIT GROUP/BUSINESS CREDIT, INC., FOR ITSELF AND AS AGENT,
         WILMINGTON TRUST COMPANY, AS AGENT, UNITED STATES TRUST COMPANY OF NEW
         YORK, AS JUNIOR SUBORDIINATED TRUSTEE, AND SOUTHTRUST BANK, N.A., AND
         THE OTHER PERSONS AND ENTITIES SIGNATORY THERETO (THE "INTERCREDITOR
         AGREEMENT"), WHICH MATERIALLY AFFECTS CERTAIN PAYMENT RIGHTS,
         SUBORDINATES CERTAIN OBLIGATIONS AND CERTAIN SECURITY INTERESTS AND
         LIENS, AND LIMITS RIGHTS TO ENFORCEMENT OF THE PARTIES TO THIS
         AGREEMENT. ALL PERSONS OR OTHER ENTITIES WHICH AT ANY TIME HOLD
         INDEBTEDNESS HEREUNDER OR WHICH IS SECURED HEREBY ARE BOUND BY THE
         TERMS OF THE INTERCREDITOR AGREEMENT, WHICH WILL BE MADE AVAILABLE UPON
         REQUEST TO ANY PARTY HERETO.

                                     -viii-
<PAGE>

                  12.      Miscellaneous.

                           (a)      Amendments and Waivers. All modifications,
amendments or waivers of any of the terms or provisions of this Agreement shall
be in writing and duly executed by a duly authorized officer of each of the
parties to this Agreement.

                           (b)      Successors and Assigns. All the covenants,
terms and agreements in this Agreement shall bind and inure to the benefit of
the respective successors and assigns of PHI, the other Obligors, the
Noteholders and the Intercreditor Parties.

                           (c)      Partial Invalidity. The unenforceability or
invalidity of any provision or provisions of this Agreement shall not render any
other provision or provisions herein contained unenforceable or invalid.

                           (d)      Governing Law; Consent to Jurisdiction. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS-OF-LAW
PRINCIPLES).

                           (e)      Forum Selection and Consent to Jurisdiction.
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY TO THIS AGREEMENT, SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK LOCATED IN THE
BOROUGH OF MANHATTAN; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY INTERCREDITOR COLLATERAL MAY BE BROUGHT IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
SIGNATORY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
SUCH COURTS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION. EACH SIGNATORY HERETO FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH SIGNATORY HERETO HEREBY EXPRESSLY
AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
ANY SIGNATORY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION
OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, SUCH SIGNATORY HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

                           (f)      Waiver of Jury Trial, etc. EACH SIGNATORY
HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY

                                      -ix-
<PAGE>

COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF ANY PARTY HERETO. EACH SIGNATORY HERETO ACKNOWLEDGES AND AGREES THAT
IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH SIGNATORY HERETO ENTERING INTO
THIS AGREEMENT.

                           (g)      Counterparts; Facsimile Signatures. 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 be an original and all of which taken together shall constitute one and the
same agreement. This Agreement may also be executed by any party hereto by
facsimile signature, which shall be deemed to be an original signature of such
party hereon.

                           (h)      Further Assurances. Each Intercreditor Party
agrees to execute such further documents and agreements as may be reasonably
requested by the other to give effect to the purposes of this Agreement.

                           (i)      Continued Effectiveness of the Intercreditor
Agreement. Each Intercreditor Party and the Company hereby (i) confirms and
agrees that the Intercreditor Agreement is, and shall continue to be, in full
force and effect and is hereby ratified and confirmed in all respects except as
otherwise expressly modified pursuant to this Agreement, and (ii) confirms and
agrees that each reference in the Intercreditor Agreement to "this Agreement",
"hereunder", "herein" or words of like import shall be a reference to the
Intercreditor Agreement as amended and modified by this Agreement.

                           (j)      Specific Enforcement. EACH SIGNATORY (FOR
ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING ALL MANAGED ACCOUNTS) TO THIS
AGREEMENT ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS AGREEMENT ARE A
MATERIAL INDUCEMENT TO ITS ENTERING INTO THE CREDIT DOCUMENTS IT IS A PARTY TO.
ACCORDINGLY, EACH SIGNATORY (FOR ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING
ALL MANAGED ACCOUNTS) HERETO IS HEREBY AUTHORIZED TO DEMAND SPECIFIC PERFORMANCE
OF THE PROVISIONS OF THIS AGREEMENT AT ANY TIME WHEN ANY OTHER SIGNATORY HERETO
SHALL HAVE FAILED TO COMPLY WITH ANY OF THE PROVISIONS THAT ARE APPLICABLE TO
IT. EACH SIGNATORY (FOR ITSELF AND EACH OF ITS PRINCIPALS, INCLUDING ALL MANAGED
ACCOUNTS) HERETO HEREBY IRREVOCABLY WAIVES ANY DEFENSE BASED ON THE ADEQUACY OF
A REMEDY AT LAW THAT MIGHT BE ASSERTED AS A BAR TO SUCH REMEDY OF SPECIFIC
PERFORMANCE.

                           (k)      Acknowledgement by PHI. By executing the
acknowledgement to this Agreement, the Company agrees, for and on behalf of
itself and the other Obligors, to all the terms hereof and shall not, either
directly or indirectly, take any action to challenge or otherwise impair in any
respect the operation of this Agreement.

                           (l)      Payments by PHI. As a condition to the
effectiveness hereof, PHI shall pay to each Intercreditor Party all amounts,
including attorneys' fees and expenses, now due and outstanding to such
Intercreditor Party or its counsel in connection with such Intercreditor Party's
Credit Documents, as well as any amounts, including attorneys' fees and
expenses, incurred in connection with the preparation and negotiation of this
Agreement.

                           (m)      Opinion of Counsel. As a condition to the
effectiveness hereof, PHI shall cause its counsel, Stroock & Stroock & Lavan, to
deliver a legal opinion, dated the date hereof, in form and substance
satisfactory to each party hereto, that (i) no consent or approval of any person
is required in connection with the execution, delivery and performance of this
Agreement by any party hereto (except to the extent the same has been obtained
and is in full force and effect), and (ii) the

                                      -x-
<PAGE>

execution, delivery and performance of this Agreement by each party hereto does
not violate any of the Credit Documents to which such party is a party, and also
covering such other matters as any party hereto shall reasonably request.


                  (remainder of page intentionally left blank)


                                      -xi-

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.

                                       THE CIT GROUP/BUSINESS CREDIT, INC.,
                                       for itself and as CR Senior Agent


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:



                                       WLR RECOVERY FUND L.P.


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:


                                       WILMINGTON TRUST COMPANY,
                                       as BH Senior Agent


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:



                                       UNITED STATES TRUST COMPANY OF NEW YORK,
                                       as Junior Subordinated Trustee


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:




                                       SOUTHTRUST BANK


                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:

                                     -xii-
<PAGE>

                                       ACKNOWLEDGED AND AGREED:
                                       -----------------------


                                       PLANET HOLLYWOOD INTERNATIONAL, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD MEMORABILIA, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       ALL STAR CAFE INTERNATIONAL, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       ALL STAR CAFE (NEW YORK), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       COOL PLANET, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       COOL PLANET II, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -12-                           (continued)
<PAGE>

                                       PLANET HOLLYWOOD (ATLANTIC CITY), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (HONOLULU), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (LP), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (NEW YORK CITY), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD NEW YORK, LTD.

                                       By: Planet Hollywood International, Inc.,
                                           its General Partner

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (ORLANDO), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -13-                           (continued)
<PAGE>

                                       PLANET HOLLYWOOD (REGION II), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (REGION III), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (REGION IV), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (REGION V), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (REGION VI), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (REGION VII), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (TEXAS), LTD.
                                       By: Planet Hollywood (Region V), Inc.,
                                            its General Partner

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President
                                       PLANET HOLLYWOOD (WAREHOUSE), INC.


                                      -14-                           (continued)
<PAGE>


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       308 AVIATION, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       308-III AVIATION, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       ALL STAR CAFE (LP), INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       ALL STAR CAFE (REGION V), INC.

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       ALL STAR CAFE (REGION VII), INC.,

                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -15-                           (continued)
<PAGE>


                                       COAST LICENSING, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       COOL PLANET I, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       EBCO MANAGEMENT, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       KARMALANNE, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President and Secretary



                                       MEANT 2 BE, INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President and Secretary


                                       OFFICIAL ALL STAR CAFE, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -16-                           (continued)
<PAGE>

                                       PLANET HOLLYWOOD (ASPEN), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (CHEFS), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (CHICAGO), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (COSTA MESA), INC.



                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (FRANCE), L.C.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (GAMING), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                      -17-                           (continued)
<PAGE>

                                       PLANET HOLLYWOOD (ISRAEL), L.C.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (LONDON), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (MAIL ORDER), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (ORLANDO
                                         DISTRIBUTION), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (PARIS), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (PHOENIX), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -18-                           (continued)
<PAGE>

                                       PLANET HOLLYWOOD (REGION I), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (TEL AVIV), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD (THEATRES), INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       PLANET HOLLYWOOD TRANSPORTATION, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOLLYWOOD (TROCADERO), L.C.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President



                                       PLANET HOSPITALITY HOLDINGS, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                      -19-                           (continued)
<PAGE>

                                       ROCKY PIT, INC.



                                       By:
                                          --------------------------------------
                                           Name: Mark S. Helm
                                           Title: Vice President and Secretary


                                       SILVER BRACELETS, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       SOUND REPUBLIC I, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       SOUND REPUBLIC, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President


                                       TEN ALPS, INC.


                                       By:
                                          --------------------------------------
                                            Name: Mark S. Helm
                                            Title: Vice President and
                                                   Assistant Secretary


                                      -20-                                 (end)
<PAGE>

                                                                         Annex 1


                         SouthTrust Security Agreements
                         ------------------------------


1.       Security Agreement

2.       Guarantor Security Agreement

3.       Pledge Agreement

as each of such terms is defined in the ST Credit Agreement, and in each case in
effect as of the date hereof.



                                     Annex 1