1281657--3/31/2006--BH_RE

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Risks Related to the Aladdin Renovation Our renovation budget is only an estimate and actual costs may exceed the budget. We may not be able to fund cost overruns. Renovations to the Aladdin may disrupt our operations. The Planet Hollywood brand has not historically been associated with hotels or casinos. OpBiz may need limited approvals from Boulevard Invest to carry out certain of the planned renovations. Risks Related to Our Substantial Indebtedness Our substantial indebtedness could adversely affect our financial results. Our future cash flows may not be sufficient to meet our debt obligations. The Credit Agreement imposes restrictions on our operations. Our failure to comply with the covenants contained in the Credit Agreement, including as a result of events beyond our control, could result in an event of default. Risks Related to Our Business We have a limited operating history. We are dependent upon Planet Hollywood s entertainment industry relationships and the efforts and skills of the senior management of OpBiz. We may not be able to retain qualified senior management. Our managers, officers and key employees may not obtain applicable gaming licenses. We will face intense competition from other hotel casino resorts in Las Vegas. We face competition from gaming operations outside Las Vegas. We are entirely dependent upon OpBiz for all of our cash flow. The gaming industry is highly regulated and we are required to adhere to various regulations and maintain our licenses to continue operations. Our employees have joined unions. Because we own real property, we are subject to environmental regulation. Energy price increases could adversely affect our costs of operations and our revenues. Acts of terrorism, as well as other factors affecting discretionary consumer spending, have impacted our industry and may harm our operating results and our ability to insure against certain risks. A downturn in general economic conditions may adversely affect our results of operations.

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1281657--3/31/2006--BH_RE_LLC