Exhibit
10.1


OMNIBUS AMENDMENT OF LOAN DOCUMENTS


THIS
OMNIBUS AMENDMENT OF LOAN DOCUMENTS (this
“Amendment”), dated as of July      ,
2007 (this “Agreement”),
between PH FEE OWNER LLC, a Delaware limited liability company (“Fee Owner”) and
OPBIZ, L.L.C., a Nevada limited liability company (“OPBIZ”) and together
with Fee Owner individually and/or collectively, as the context may require,
“Borrower”), each having its principal place of business at 3667 Las
Vegas Boulevard South, Las Vegas, Nevada 89109, PLANET HOLLYWOOD INTERNATIONAL,
INC., a Delaware corporation PLANET HOLLYWOOD (REGION IV), INC., a Minnesota
corporation PLANET HOLLYWOOD MEMORABILIA, INC., a Florida corporation (each, a “PH
Entity”), TROPHY HUNTER INVESTMENTS, LTD., a Florida limited partnership, BAY
HARBOUR 90-1, LTD., a Florida limited partnership, BAY HARBOUR MASTER, LTD., a
Cayman Islands exempted company, DOUGLAS TEITELBAUM, an individual and ROBERT
EARL, an individual (each, a “Guarantor”) and  COLUMN FINANCIAL, INC., a Delaware
corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).


WITNESSETH:


WHEREAS, pursuant to
those certain loan documents listed on Schedule-1 hereto (collectively,
the “Loan Documents”), between Borrower and Lender, Lender made a loan
to Borrower in a principal amount of up to $820,000,000.


WHEREAS, Borrower and Lender have agreed to amend
certain terms and provisions of the Loan Documents as hereinafter set forth.


NOW, THEREFORE, in
consideration of the sum of Ten Dollars ($10) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender and Borrower agree that the Loan Documents are amended and modified as
hereinafter set forth:


1.     Modifications to Loan
Agreement.


A.            The following definitions
shall be added to Section 1.1 of the Loan Agreement (as defined on Schedule-1):


(i) “Future
Funding Tranche A” shall mean an amount equal to $60,330,000.


(ii) “Future
Funding Tranche B” shall mean an amount equal to $40,000,000.


(iii) “REMIC
Trust” shall mean a “real estate mortgage investment conduit” within the
meaning of Section 860D of the Code that holds the Note.


B.            The
definition of “Future Funding Allocation” in the Loan Agreement shall be
deleted and replaced by the following:













“Future Funding Allocation” shall mean
an amount equal to the sum of Future Funding Tranche A and Future Funding
Tranche B, being the maximum aggregate amount of Future Funding Advances to be
made hereunder with respect to any Project or for any other purpose permitted
hereunder, subject to reduction pursuant to Section 2.1.5.


C.            The
definition of “Excess Cash Flow Sweep Period” in the Loan Agreement shall be
deleted and replaced with the following:


“ “Excess Cash Flow Sweep Period”
shall mean (i) the period commencing on the date hereof and ending on the date
that the Property shall have achieved a Debt Service Coverage Ratio (assuming
for this purpose that the full Loan Amount has been advanced hereunder, after
giving effect to (x) any reduction thereof pursuant to Section 2.1.5(c)
and (y) any permitted prepayments of principal made by Borrower) of at least
1.05:1.00 for a calendar quarter and (ii) any period prior to expiration of the
First Loan Year during which any portion of Future Funding Tranche B that
Borrower is entitled to request has not yet been advanced to Borrower and (iii)
any period during which any amount of Future Funding Tranche B that has been
advanced to Borrower has not been repaid to Lender.”


D.            The
definition of “Renovation Project Substantial Completion Deadline” shall be
deleted and replaced by the following:


“ “Renovation Project Substantial
Completion Deadline” shall mean, subject to any Excusable Delay occurring
from and after July    , 2007, with respect to the Renovation
Project, but specifically excluding the Modification Work, other than the
renovation of an additional 448 rooms, December 31, 2007; with respect to
Modification Work (other than the renovation of 448 rooms), there shall be no
Renovation Project Substantial Completion Deadline.”


E.             The
definition of “Spread” in the Loan Agreement shall be deleted and replaced by
the following:


“Spread” shall mean (i) with respect
to the Base Loan and Future Funding Tranche A, three and one quarter percent
(3.25%) and (ii) with respect to 



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Future Funding Tranche B, seven and one half
of one percent (7.50%).


F.             The
following shall be added at the end of Section 2.1.3 of the Loan
Agreement:


“Borrower hereby agrees that the first
$60,330,000 of Future Funding advanced to Borrower hereunder shall constitute
Future Funding Tranche A and any Future Funding advanced to Borrower hereunder
in excess of $60,330,000 shall constitute a part of Future Funding Tranche B.”


G.            Section
2.1.5(c) of the Loan Agreement shall be deleted in its entirety and
replaced with the following :


“Notwithstanding anything contained herein or
in any other Loan Document to the contrary, upon the expiration of the First
Loan Year, if the entirety of Future Funding Tranche B has not been received by
Borrower, the obligation of Lender to lend any remaining unadvanced portion of
Future Funding Tranche B shall automatically terminate, and the maximum
aggregate Loan Amount hereunder shall be automatically reduced by such
unadvanced amount; provided, however, that, in the event that Borrower
shall so elect by irrevocable written notice delivered to Lender not less than
ten (10) Business Days prior to the expiration of the First Loan Year, the
following shall apply:


(i)            the then-unadvanced
portion of the Future Funding Tranche B shall not be automatically terminated;


(ii)           upon the expiration of
the First Loan Year, Lender shall fund an amount equal to the difference
between (x) the aggregate Future Advances of Future Funding Tranche B made by
Lender prior to expiration of the First Loan Year and (y) $40,000,000 into the
General Reserve Account; and


(iii)          upon such deposit by
Lender, the amount so deposited into the General Reserve Account, shall be
deemed to have been disbursed to Borrower, shall bear interest at the
Applicable Interest Rate in accordance with this Agreement and shall be held
and/or disbursed in accordance with Section 7.9.”



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H.            Section
2.1.5(d) of the Loan Agreement shall be deleted in its entirety and
replaced with the following :


“Borrower shall pay to Lender a fee (the “Ticking
Fee”) equal to (i) with respect to Future Funding Tranche A, 25 basis points
per annum and (ii) with respect to Future Funding Tranche B, 150 basis points
per annum, on the average daily amount by which Future Funding Tranche A or
Future Funding Tranche B (as applicable) of the Future Funding Allocation (as
it may be reduced pursuant to this Section 2.1.5) exceeds the aggregate amount
of all Future Funding Advances with respect to Future Funding Tranche A or
Future Funding Tranche B, as applicable, during the period for which payment is
made.  Such Ticking Fee shall be payable
on the basis of the annual rate set forth above monthly in arrears on or before
each Payment Date with respect to each Interest Period hereunder commencing on
(x) November 30, 2006 with respect to Future Funding Tranche A and (y) July     ,
2007 with respect to Future Funding Tranche B, and shall be computed on the
basis of the actual number of days elapsed in a year of three hundred sixty
(360) days.”


I.              The
final sentence of Section 2.4.1 of the Loan Agreement shall be deleted
and replaced by the following:


“Notwithstanding the foregoing, following the
Lockout Release Date, Borrower may at any time, prepay a portion of the
outstanding principal of the Loan in an aggregate amount not to exceed Fifty
Million Dollars ($50,000,000) without the requirement to pay any Spread
Maintenance; provided, that any repayments of Tranche B made out of the
FF&E Reserve Account or the Timeshare Project Proceeds Account shall not be
included in such $50,000,000; provided further that, if such prepayment occurs
on a date other than a Payment Date, Borrower shall pay Lender all interest
which would have accrued on the amount of the Loan so prepaid through and
including the last day of the Interest Period related to the Payment Date next
occurring following the date of such prepayment.”


J.              Clause
“(iii)” of Section 5.2.11(a) of the Loan Agreement shall be deleted in
its entirety and replaced with the following:


“(iii) with the prior consent of Lender (such
consent not to be unreasonably withheld, conditioned or delayed) or, after a
Securitization, after receipt of Rating Agency Confirmation”



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K.            In Section
5.2.11(b) of the Loan Agreement, the following shall be added after “(or
waived by lender in its sole discretion”:


“; provided Lender has received an opinion of
counsel that such waiver would not adversely affect the REMIC status of any
REMIC Trust or result in the imposition of tax on any REMIC Trust.”


L.             The
following shall be added after each occurrence of the phrase “Lender’s prior
approval” in Section 5.2.11(c) in the Loan Agreement:


“(or, after a Securitization, after receipt
of Rating Agency Confirmation)”


M.           The
following shall be added at the end of Section 7.3.1 of the Loan
Agreement:


“Each deposit made by Borrower into the
FF&E Reserve Account shall be treated as follows: 75% of each such deposit
shall be segregated (together with 75% of any other such deposits) within the
FF&E Reserve Account, to be utilized solely with respect to guest rooms or
to prepay Tranche B in accordance with and as permitted by in accordance with Section
7.3.2.  The remaining 25% of each
such deposit shall be segregated (together with 25% of any other such deposits)
to be used in accordance with Section 7.3.2 for FF&E other than
FF&E applicable to guest rooms. 
Amounts so segregated for the purpose of guest rooms shall be referred
to herein as the “Room FF&E Funds” and amounts so segregated with
respect to FF&E outside of guest rooms shall be referred to as “Non-Room
FF&E Funds”).


The following shall be added following the second sentence of Section
7.3.2 of the Loan Agreement:


“Borrower hereby agrees that by reason of any
Project, (i) no more than 425 rooms may be unavailable for guests at any one
time, (ii) no more than 275 rooms may be unavailable for guests at any one time
for a period exceeding eight (8) consecutive months and (iii) no more than 400
rooms may be unavailable for guests at any one time for a period exceeding four
(4) consecutive months.”


N.            In
Section 7.3.2, of the Loan Agreement, the final sentence prior to
subparagraph (a) shall be deleted and replaced with the following: “Notwithstanding
the foregoing, Borrower shall apply an amount (the “Additional Room
Renovation Amount”) equal to 75% of each monthly deposit into the FF&E
Reserve to renovate 1,056 rooms to be renovated as part of the Renovation
Project and may apply the Additional Room Renovation Amount to renovate other
rooms as part of the Renovation Project, provided that:”.



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O.            Section
7.3.2 of the Loan Agreement shall be amended as follows:


(i)            Subparagraph “(a)” of Section
7.3.2 shall be deleted and replaced with the following: “(a) Intentionally
Omitted”.


(ii)           Subparagraph “(b)” of Section
7.3.2 shall be deleted and replaced with the following: “(b) Intentionally
Omitted”.


(iii)          In subparagraph “(c)” of
Section 7.3.2, the term “Additional Rooms” shall be replaced with the
term “rooms” wherever it appears.


(ii)           The following shall be
inserted as a new paragraph following subparagraph (c) of Section 7.3.2:
“(d) Following Final Completion of 1,056 rooms to be renovated as part of the
Renovation Project in accordance with subparagraphs (a)-(c) above, provided no
Event of Default has occurred and is continuing Borrower may elect to apply
Room FF&E Funds to prepay outstanding portions of Future Funding Tranche B
without the requirement to pay Spread Maintenance.”


P.             Section
7.6.1 of the Loan Agreement shall be modified as follows:


(i)  the word “or” at the end of Section
7.6.1(ii) shall be deleted;


(ii)  the period at the end of Section
7.6.1(iii) shall be replaced with a semicolon; and


(iii)                 the
following shall be inserted after Section 7.6.1(iii):


“(iv) any portion of Future Funding Tranche B
that Borrower is entitled to request has not yet been advanced to Borrower; or
(v) any period during which any amount of Future Funding Tranche B that has
been advanced to Borrower has not been repaid to Lender.”


Q.            The
following shall be added at the end of Section 7.6.2 of the Loan
Agreement:


“During a Timeshare Proceeds Sweep Period,
provided that no Event of Default has occurred and is then continuing, Borrower
shall have the right, in compliance with the terms, conditions and procedures
of Article III relating to Project Advances, to request that Lender (subject to
the 



 6
 









terms, conditions and procedures of Article
III) either (i) until Future Funding Tranche B has been repaid in whole,
advance amounts on deposit in the Timeshare Project Proceeds Account to
Borrower for the payment of Project Costs in accordance with the terms hereof
governing the application of Project Advances or (ii) apply amounts on deposit
in the Timeshare Project Proceeds Account to prepay outstanding portions of
Future Funding Tranche B without the requirement to pay Spread Maintenance.”


2.     Representations:


A.            Organization.  Each Borrower Party (as defined in the Loan
Agreement) has been duly organized and is validly existing and in good standing
with requisite power and authority to own its properties and to transact the
businesses in which it is now engaged. 
Each Borrower Party is duly qualified to do business and is in good
standing in each jurisdiction where it is required to be so qualified in
connection with its properties, businesses and operations.  Each Borrower possesses all rights, licenses,
permits and authorizations, governmental or otherwise, necessary to entitle it
to own its properties and to transact the businesses in which it is now
engaged.  The sole business of each
Borrower is the direct or indirect ownership, management and operation of the
Property.  Attached hereto as Schedule II
is a true, correct and complete chart showing the direct ownership interests in
each Borrower Party and identifying the respective direct or indirect interests
held by each Sponsor.


B.    Proceedings. 
Each Borrower Party has taken all necessary action to authorize the
execution, delivery and performance of this Amendment and the other Loan
Documents to which it is a party.  This
Amendment and such other Loan Documents have been duly executed and delivered
by or on behalf of each Borrower Party that is a party thereto and constitute
legal, valid and binding obligations of each Borrower Party enforceable against
each Borrower Party in accordance with their respective terms, subject only to
applicable bankruptcy, insolvency and similar laws affecting rights of
creditors generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).


C.    No Conflicts.  The execution, delivery and performance of
this Amendment and the other Loan Documents by each Borrower Party will not
conflict with or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any
lien, charge or encumbrance (other than pursuant to the Loan Documents) upon
any of the property or assets of each Borrower Party pursuant to the terms of
any indenture, mortgage, deed of trust, loan agreement, partnership agreement,
management agreement or other agreement or instrument to which each Borrower
Party is a party or by which any of each Borrower Party’s property or assets is
subject, nor will such action result in any violation of the provisions of any
statute or any order, rule or regulation of any Governmental Authority having
jurisdiction over each Borrower Party or any of each Borrower Party’s
properties or assets, and any consent, approval, authorization, order,
registration or qualification of or with any such 



 7
 









Governmental Authority required for the execution, delivery and
performance by each Borrower Party of this Amendment or any other Loan
Documents has been obtained and is in full force and effect.


D.    Other Representations. All of the
representations set forth in the Loan Agreement are hereby incorporated by
reference and are deemed remade on and as of the date hereof and all references
therein to “the Loan,” “this Agreement” and “the Loan Documents” shall be
deemed to refer to the Loan, the Loan Agreement and the Loan Documents as same
have been  amended and modified by this
Amendment.


3.             Funding
of Tranche A: Borrower has requested that Lender fund the entire available
balance of Future Funding Tranche A on the date hereof.  Pursuant to such request, Lender has, on the
date hereof, funded such balance in the amount of $31,433,623 into the General
Reserve.


4.             Modifications
to Renovation Project.  Lender hereby
consents to modifications of  the scope
of the work constituting the Renovation Project (as defined in the Loan Agreement),
which modification of scope (the “Modification”) is described on Exhibit
B hereto; it being agreed by Borrower that notwithstanding Lender’s
foregoing consent to the Modification, as a condition precedent to Lender’s
obligation to make any Project Advances to be used for any work contemplated by
the Modification (the “Modification Work”), Borrower shall satisfy, to
Lender’s reasonable satisfaction (or same shall be waived by Lender in its sole
and absolute discretion), the conditions set forth in Sections 3.1.7 and
3.1.8 of the Loan Agreement in connection with such work.  Lender shall not disapprove any Advance with
respect to the Modification Work, on the basis of the requirements of Sections
3.1.8(f) or 3.1.8(h), provided that (i) the Renovation Project Budget provides
for aggregate contingencies of not less than $5,000,000, (ii) the Modification
Work for which such Advance is requested and the cost thereof are consistent
with Exhibit B hereto.  Lender
hereby consents to the re-allocation of $18,600,000 in unused contingencies and
cost savings attributable to work contemplated by the original scope of the
Renovation Project to the Modification Work. 
Lender agrees that (i) notwithstanding the terms of Section
3.1.12(b)(vii) of the Loan Agreement, Borrower shall be entitled to exceed
the $20,000,000 aggregate cost limit set forth in Section 3.1.12(b)(vii)
by an additional $20,000,000 to the extent necessitated by the Modification
Work and (ii) notwithstanding the terms of Section 3.1.12(d)(ii) of the
Loan Agreement, Borrower shall be entitled to exceed the $15,000,000 aggregate
limit in Section 3.1.12(d)(ii) by an additional $20,000,000 to the
extent necessitated by the Modification Work.


5.             Bifurcation
of Spread.  Borrower agrees that other than prepayments of Future
Funding Tranche B with funds on deposit in the FF&E Reserve Account or
Timeshare Project Proceeds Account to the extent permitted under the Loan
Agreement (as amended hereby), four and sixty five one hundredths percent
(4.65%) of any pay-down of the principal amount of the Loan shall be applied to
the principal amount of Future Funding Tranche B and the remaining portion of
such pay-down shall be applied to the remaining principal of the Loan (and any
relief from payment of Spread Maintenance as contemplated in Section 2.4.1 of
the Loan Agreement shall be divided in such same 



 8
 









proportion
between Future Funding Tranche B and the remaining portion of the Loan). 
Notwithstanding the foregoing, following an Event of Default, any reduction of
principal shall be made in the order determined by Lender in its sole
discretion.


6.             Modification
of Ancillary Loan Documents:


A.            From
and after the date hereof, any references to “$820,000,000” in the Ancillary
Loan Documents (as defined on Schedule-1) shall be replaced by “$860,000,000.”


B.            All
references in the Ancillary Loan Documents to “the Loan,” and “the Loan
Documents” shall be deemed to refer to the Loan and the Loan Documents as same
have been amended and modified by this Amendment.


C.            Lender
expressly acknowledges and agrees that any amendment to the OpBiz Pledge (as
defined on Schedule-1) shall not be effective until same is approved by
the Gaming Authorities.  Borrower hereby
agrees to diligently and continuously pursue consent of the Gaming Authorities
to the modification of the OpBiz Pledge by this Amendment.


D.            The
term “Pledged Company Interests” in the TSP Pledge (as defined on Schedule-1)
shall be deleted and replaced with the following:


“Pledged Company Interests” means the limited
liability company interests of Pledgor in TSP Owner listed on Schedule 1
hereto, together with all membership or partnership interest certificates,
options or rights of any nature whatsoever which may be issued or granted by
TSP Owner to Pledgor while this Agreement is in effect.”


E.             Borrower
agrees that the “Interest Rate Cap Agreement,” as such term is defined in the
Cap Assignment (as defined on Schedule-1) has been amended to increase
the notional amount thereof to $860,000,000 and that the Cap Assignment shall apply
to the Interest Rate Cap Agreement as so amended.


7.             Amended
Warrant Documents: Lender hereby approves that certain First Amended and
Restated Investors Right Agreement and form of Restated Warrant to Purchase
Interests of MezzCo LLC in the forms attached as Exhibit A hereto.


8.             Ratification
of Guaranties:  By its signature
below, each Guarantor (as defined in the Loan Agreement) ratifies this
Amendment and agrees that (i) each Guaranty (as defined the Loan Agreement) to
which it is a party is hereby ratified and confirmed and that each such
Guaranty shall continue in full force and effect and (ii) any references to “the
Loan” or “the Loan Documents” in the Guaranty to which it is a party shall be
deemed to refer to the Loan and the Loan Documents as same have been amended by
this Amendment.  Each Guarantor party to
the Completion Guaranty hereby agrees that as used in the Completion Guaranty,
the term “Renovation Project” shall 



 9
 









mean the Renovation Project as same may be expanded or
otherwise modified with Lender’s consent.


9.             Ratification
by PH Entities:  By its signature below, each PH Entity (as
defined in the Loan Agreement) ratifies this Amendment and agrees that (i) each
Loan Document to which it is a party is hereby ratified and confirmed and that
each such Loan Document shall continue in full force and effect and (ii) any
references to “the Loan” or “the Loan Documents” in the Loan Document to which
it is a party shall be deemed to refer to the Loan and the Loan Documents as
same have been amended by this Amendment.


10.           Acknowledgment
of Participation:  Borrower hereby acknowledges that Lender
intends to transfer the Note and the other Loan Documents to a trustee (“Trustee”)
of a trust (the “Trust”) under a pooling and servicing agreement in
connection with the Securitization of a portion of the Note.  In connection with such transfer, a
Participation Agreement (the “Participation Agreement”) has been
executed, which will divide the rights and obligations of the Lender under the
Note and the other Loan Documents into two or more participations, one of which
(the Securitized Participation”) will be transferred to the
Trustee.  Certain of the other
participations (each, a “Secondary Participation”) have been sold in
accordance with the terms of the Loan Documents and the Participation
Agreement.  Sections 2.1.3 and 2.1.5 of
the Loan Agreement obligate Lender to make future advances of funds to Borrower
with respect to the Property upon fulfillment of certain conditions (such
obligation, the “Future Funding Obligation”).  Pursuant to the terms of the Participation
Agreement, the Future Funding Obligation will not be included in the
Securitized Participation, but will be included in one of the Secondary
Participations.  By its execution and
delivery of this Amendment and its acceptance of advances under the Loan on the
date hereof in accordance with the terms of the Loan Documents, Borrower hereby
acknowledges, confirms and agrees that: (i) the Note will be transferred to the
Trust; (ii) the Future Funding Obligation is and will be solely the obligation
of a holder (the “Future Funding Holder”) of the applicable Secondary
Participations; (iii) from and after the date of transfer of the Future Funding
Obligation to the Future Funding Holder, the Future Funding Obligation will be
solely the obligation of the Future Funding Holder on the same terms and
conditions specified in the Note and the related Loan Documents; and  (iv) Borrower will not have any right of
offset of other claim against any Trust (or its assigns or beneficiaries) as
holder of the Note or any interest therein in connection with the Future
Funding Obligation.


11.           Successors
and Assigns.  This Amendment shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns.


12.           Ratification.  The Loan Agreement and other Loan Documents
as expressly amended hereby are ratified and confirmed and shall continue in
full force and effect.


13.           Release;
No Offsets.  Borrower and each
Guarantor hereby release and forever discharge Lender, its agents, servants,
employees, directors, officers, attorneys, 



 10
 









branches, affiliates, subsidiaries, participants,
successors and assigns and all persons, firms, corporations and organizations
in its behalf of and from all damage, loss, claims, demands, liabilities,
obligations, actions and causes of action whatsoever which Borrower or any
Guarantor may now have or claim to have against Lender, as of the date hereof,
whether presently known or unknown, and of every nature and extent whatsoever
on account of or in any way touching, concerning, arising out of or founded
upon the Loan Documents, as herein or concurrently herewith modified.  Borrower and each Guarantor hereby acknowledges
and agrees that as of the date hereof there are no offsets, counterclaims or
defenses of any nature whatsoever with respect to the Loan or the Loan
Documents or to the performance by Borrower or such Guarantor of its
obligations under the Loan Documents.


14.           Governing
Law.  This Amendment shall be deemed
to be a contract entered into pursuant to the laws of the State of New York and
shall in all respects be governed, construed, applied and enforced in
accordance with the laws of the State of New York.


15.           Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall constitute an original, but all of which
shall constitute one original.


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IN WITNESS WHEREOF,
Borrower and Lender have duly executed this Amendment as of the day and year
first above written.


	
   

  	
  BORROWER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PH FEE OWNER LLC

  	
   

  
	
   

  	
  a Delaware
  limited liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARK HELM

  	
   

  
	
   

  	
  Name:  Mark Helm

  	
   

  
	
   

  	
  Title:  Senior Vice President/General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OPBIZ, L.L.C.

  	
   

  
	
   

  	
  a Nevada limited
  liability company

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONNA
  LEHMANN

  	
   

  
	
   

  	
  Name:  Donna Lehmann

  	
   

  
	
   

  	
  Title:  Executive Vice President/Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COLUMN
  FINANCIAL, INC.,

  	
   

  
	
   

  	
  a Delaware
  corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROMAN MARIN

  	
   

  
	
   

  	
  Name: Roman Marin

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  
						



 


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  PH ENTITIES (solely for the
  purpose of agreeing to

  Section 9 hereof):

  
	
   

  	
   

  
	
   

  	
  PLANET HOLLYWOOD
  (REGION IV), INC., a

  Minnesota corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT EARL

  	
   

  
	
   

  	
  Name:  Robert Earl

  
	
   

  	
  Title:  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLANET HOLLYWOOD
  MEMORABILIA, INC.,

  
	
   

  	
  a Florida
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: :

  	
  /s/ ROBERT EARL

  	
   

  
	
   

  	
  Name:  Robert Earl

  
	
   

  	
  Title:  Chairman

  
						



 


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  GUARANTORS (solely for the purpose of agreeing

  
	
   

  	
  to Section 8 and Section 13 hereof):

  
	
   

  	
   

  
	
   

  	
  TROPHY HUNTER INVESTMENTS, LTD., a

  
	
   

  	
  Florida limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS TEITELBAUM

  	
   

  
	
   

  	
  Name: Douglas Teitelbaum

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAY HARBOUR 90-1, LTD.,

  
	
   

  	
  a Florida limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DOUGLAS TEITELBAUM

  	
   

  
	
   

  	
  Name: Douglas Teitelbaum

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAY HARBOUR MASTER, LTD.,

  
	
   

  	
  a Cayman Islands exempted company,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: :

  	
  /s/ DOUGLAS TEITELBAUM

  	
   

  
	
   

  	
  Name: Douglas Teitelbaum

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAY HARBOUR MASTER, LTD.,

  
	
   

  	
  a Cayman Islands exempted company,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: :

  	
  /s/ STEVEN A. VAN DYKE, CFA

  	
   

  
	
   

  	
  Name: Steven A. Van Dyke, CFA

  
	
   

  	
  Title: Managing Principal of Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOUGLAS TEITELBAUM, an individual

  
	
   

  	
   

  
	
   

  	
  /s/ DOUGLAS TEITELBAUM

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROBERT EARL, an individual

  
	
   

  	
   

  
	
   

  	
  /s/ ROBERT EARL

  	
   

  
					



 



 1














SCHEDULE I


Loan Documents


Items 6 through 36
hereof shall collectively be referred to in this Amendment as the “Ancillary
Loan Documents.”


1.                                       Loan
Agreement by and between Borrower and Lender (the “Loan Agreement”)


2.                                       Promissory
Note by Borrower in favor of Lender


3.                                       Deed
of Trust, Financing Statement, Fixture Filing and Security Agreement by
Borrower to First American Title Insurance Company, for the benefit of Lender


4.                                       Deed
of Trust, Financing Statement, Fixture Filing and Security Agreement by TSP
Owner LLC to First American Title Insurance Company, for the benefit of Lender


5.                                       Assignment
of Leases, Rents and Security Deposits by Borrower in favor of Lender


6.                                       Assignment
of Contracts, Operating Permits and Construction Permits by Borrower in favor
of Lender


7.                                       Guaranty
Agreement by Bay Harbour 90-1, Ltd., Trophy Hunter Investments, Ltd. and Bay
Harbour Master Ltd. in favor of Lender


8.                                       Guaranty
Agreement by Douglas Teitelbaum in favor of Lender


9.                                       Guaranty
Agreement by Robert Earl in favor of Lender


10.                                 Environmental
Indemnity Agreement by Borrower in favor of Lender


11.                                 Completion
Guaranty made by Bay Harbour 90-1, Ltd., Trophy Hunter Investments, Ltd., Bay
Harbour Master Ltd. and Robert Earl in favor of Lender


12.                                 Restricted
Account Agreement (Access Restricted Immediately) by and among Borrower, Lender
and Wells Fargo Bank, National Association


13.                                 Bank
Acknowledgment by KeyBank, N.A.


14.                                 Restricted
Account Agreement by and among Borrower, Lender and Wells Fargo Bank, National
Association


15.                                 Manager
Subordination and Cooperation Agreement by and among Sheraton Operating
Corporation and Lender


16.                                 Licensor
Subordination and Cooperation Agreement by the PH Entities in favbor of Lender











17.                                 Security
Agreement by the PH Entities in favor of Lender


18.                                 Security
Agreement (Copyrights) by OpBiz in favor of Lender


19.                                 Security
Agreement (Trademarks) by OpBiz in favor of Lender


20.                                 Security
Agreement (Trademarks) by Planet Hollywood (Region IV), Inc. in favor of Lender


21.                                 Security
Agreement (Copyrights) by Planet Hollywood International, Inc. in favor of
Lender


22.                                 Collateral Assignment of
Interest Rate Cap Agreement made by Borrower in favor of Lender (the “Cap
Assignment”)


23.                                 Collateral
Assignment of Timeshare Project Proceeds made by Borrower and TSP Owner in favor
of Lender


24.                                 Pledge
and Security Agreement made by MezzCo, L.L.C. in favor of Lender (the “OpBiz
Pledge”)


25.                                 Pledge
and Security Agreement made by Fee Owner in favor of Lender (the “TSP Pledge”)


26.                                 Operations
and Maintenance Agreement made by Borrower in favor of Lender


27.                                 UCC-1
Financing Statement (DE) - Fee Owner


28.                                 UCC-1
Financing Statement (NV) – OpBiz


29.                                 UCC-1
Financing Statement (NV Clark County) - Fee Owner


30.                                 UCC-1
Financing Statement (NV Clark County) - OpBiz


31.                                 UCC-1
Financing Statement (NV) - OpBiz (IP Collateral)


32.                                 UCC-1
Financing Statement (DE) - TSP Owner


33.                                 UCC-1
Financing Statement (NV Clark County) - TSP Owner


34.                                 UCC-1
Financing Statement (MN) – PHIV


35.                                 UCC-1
Financing Statement (FL) - Planet Hollywood Memorabilia, Inc.


36.                                 UCC-1 Financing Statement
(DE) - PHI











SCHEDULE II


Organizational Structure of Borrower


(See Attached)