EXHIBIT 10.1
AMENDMENT NO. 2 TO LOAN AGREEMENT
This Amendment No. 2 to Loan Agreement dated as of April 8, 1999,
("Amendment") is entered into with reference to the Loan Agreement dated as of
March 23, 1998, by and among Hard Rock Hotel, Inc., a Nevada corporation
("Borrower"), the Lenders named therein, and Bank of America National Trust and
Savings Association, as Administrative Agent (as amended, the "Loan Agreement").
RECITALS
A. Borrower has requested that Lenders approve a revised Budget (as
defined in the Loan Agreement) for the Proposed Expansion (as defined in the
Loan Agreement), which revised Budget would reflect an increase in the amount of
the Budget from $87,000,000 to $100,000,000.
B. Borrower has requested that the Commitment (as defined in the Loan
Agreement) be increased by $10,000,000 to enable Borrower to finance a portion
of the requirements of the revised Budget.
AGREEMENT
NOW, THEREFORE, the Administrative Agent, acting with the consent of
the Lenders in accordance with the terms of the Loan Agreement, and Borrower
hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein are used with the meanings
set forth for those terms in the Loan Agreement.
2. SECTION 1.1 - DEFINED TERMS. Section 1.1 is revised as follows:
(a) The definition of "Commitment" is hereby amended to read in full
as follows:
"COMMITMENT" means $77,000,000 or such lesser amount to which the
Commitment may be reduced from time to time pursuant to the terms of
Sections 2.5, 2.6 and 2.7.
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(b) The definition of "EBITDA" is revised as follows: the reference
in subsection (j) of such definition to "$1,000,000" is revised to read
"$1,600,000".
(c) The definition of "Reduction Amount" set forth in Section 1.1 of
the Loan Agreement is hereby amended to read in full as follows:
"REDUCTION AMOUNT" means, as to each Reduction Date, the amount
set forth opposite that Reduction Date below, or such lesser amount to
which that Reduction Amount may be reduced in accordance with the
second sentence of Section 2.5 or the last sentence of Section 2.7:
Reduction Dates Reduction Amount
--------------- ----------------
February 29, 2000 $2,475,000
May 31, 2000 $2,475,000
August 31, 2000 $2,475,000
November 30, 2000 $2,475,000
February 28, 2001 $3,762,500
May 31, 2001 $3,762,500
August 31, 2001 $3,762,500
November 30, 2001 $3,762,500
February 28, 2002 $3,762,500
May 31, 2002 $3,762,500
August 31, 2002 $3,762,500
November 30, 2002 $3,762,500
February 28, 2003 $3,762,500
May 31, 2003 $3,762,500
August 31, 2003 $3,762,500
November 30, 2003 $3,762,500
February 29, 2004 $5,485,000
Maturity Date $16,465,000
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3. SECTION 6.12 - SENIOR LEVERAGE RATIO. The table set forth in Section
6.12 of the Loan Agreement is amended to read in full as follows:
Fiscal Quarter Ending Maximum Ratio
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11/30/98 2.25:1.00
2/28/99 3.75:1.00
5/31/99 3.85:1.00
8/31/99 3.00:1.00
11/30/99 2.35:1.00
2/29/00 2.25:1.00
5/31/00 2.15:1.00
8/31/00 2.05:1.00
Thereafter 2.00:1.00
4. SECTION 6.13 - FIXED CHARGE COVERAGE RATIO. Section 6.13 of the Loan
Agreement is revised as follows: the Minimum Ratio required for the Fiscal
Quarter ending May 31, 1999 shall be 1.00:1.00 and not 1.05:1.00.
5. SECTION 6.17 - CONSTRUCTION OF THE PROPOSED EXPANSION.
(a) SECTION 6.17(b). Subsection (ii) of Section 6.17(b) of the Loan
Agreement is amended to read in full as follows: "increase the Budget to more
than $100,000,000".
(b) SECTION 6.17(i). Section 6.17(i) is hereby amended by inserting
the following proviso after the words "Schedule 1.1A": "PROVIDED, HOWEVER, that
this Section 6.17(i) shall not prohibit an increase in the amount of the Budget
to a maximum of $100,000,000".
6. SCHEDULE 1.1C - PRO RATA SHARES OF THE BANKS.
Schedule 1.1C attached to the Loan Agreement is replaced by Schedule 1.1C
attached to this Amendment as Annex 1.
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7. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Administrative Agent of the following:
(a) counterparts of this Amendment executed by Borrower and the
Administrative Agent, acting on behalf of the Lenders;
(b) written consents to the execution, delivery and performance
hereof from the Lenders;
(c) written consent to the execution, delivery and performance hereof
from Xxxxx X. Xxxxxx;
(d) Notes executed by Borrower in favor of the Lenders in principal
amounts reflecting the revised Pro Rata Shares of the Lenders of the
Commitment as set forth on Schedule 1.1C attached to this Amendment as
Annex 1;
(e) the First Amendment to Deed of Trust in the form attached hereto
as Annex 2, executed and acknowledged by Borrower and recorded in the
official records of Xxxxx County, Nevada;
(f) a modification of endorsement to the Deed of Trust concerning
this Amendment, with all costs and expenses of such modification to be paid
by Borrower;
(g) a side letter from Xxxxx X. Xxxxxx addressed to Administrative
Agent and First Trust National Association, N.A., as Trustee under the
Indenture, concerning the increase of the Budget amount referred to in this
Amendment and the increase of Xxxxx X. Xxxxxx'x maximum liability under the
Completion Guaranty by an amount equal to such increase in the Budget
amount and an agreement in writing by the Trustee to such increase;
(h) Amendment No. 1 to Make Well Agreement in the form attached
hereto as Annex 3, executed and acknowledged by Xxxxx X. Xxxxxx and
Borrower;
(i) a Certificate, signed by a Senior Officer of Borrower, certifying
that attached thereto are true, correct and complete copies of the revised
Plans and Budget;
(j) evidence acceptable to the Administrative Agent that Commonwealth
Land Title Insurance Company has issued or is prepared to concurrently
issue endorsements to the ALTA policy of title insurance held by the
Administrative Agent increasing the coverage thereunder from $67,000,000 to
$77,000,000 and that Chicago Title Insurance company is prepared to issue
its facultative reinsurance agreement assuming $10,000,000 of secondary
liability with respect thereto;
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(k) payment to the Administrative Agent of an upfront fee for the
account of each Lender which has agreed to increase its Pro Rata Share of
the Commitment to Borrower in connection with this Amendment, in an amount
equal to, with respect to each such Lender, the increase in such Lender's
Pro Rata Share of the Commitment (as set forth on Schedule 1.1C attached to
this Amendment as Annex 1) TIMES fifty (50) basis points; and
(l) such documentation with respect to Borrower as the Administrative
Agent may require to establish its authority to execute, deliver and
perform this Amendment and the other Loan Documents related to this
Amendment, INCLUDING certified copies of corporate resolutions.
8. REPRESENTATION AND WARRANTY. Borrower represents and warrants to the
Administrative Agent and the Lenders that no Default or Event of Default has
occurred and remains continuing.
9. CONFIRMATION. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
HARD ROCK HOTEL, INC., a Nevada corporation
By: /s/ Xxxxx Xxxxxx
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Title: PRESIDENT
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Vice President
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ANNEX 1 TO AMENDMENT NO. 2
TO LOAN AGREEMENT
Schedule 1.1C
Lender Amount Pro Rata Share
------ ------ --------------
Bank of America National Trust $27,925,373.13 36.26671835%
and Savings Association
Imperial Bank $13,791,044.78 17.91044776%
Xxxxx Fargo Bank, N.A. $13,791,044.78 17.00000000%
Bank of Scotland $11,492,537.31 14.00000000%
PNC Bank, National Association $10,000,000.00 12.98701299%
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Total $77,000,000 100%
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CONSENT OF LENDER
This Consent of Lender is delivered with reference to the Loan
Agreement dated as of March 23, 1998, by and among Hard Rock Hotel, Inc., a
Nevada corporation, the Lenders named therein, and Bank of America National
Trust and Savings Association, as Administrative Agent (as amended, the "Loan
Agreement"). Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement.
The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 2 to Loan Agreement by the
Administrative Agent on behalf of the Lenders, substantially in the form
presented to the undersigned as a draft.
---------------------------------
[Typed/Printed Name of Lender]
By:
-----------------------------
Title:
--------------------------
Date:
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CONSENT
This Consent is delivered with reference to the Loan Agreement dated
as of March 23, 1998, by and among Hard Rock Hotel, Inc., a Nevada corporation,
the Lenders named therein, and Bank of America National Trust and Savings
Association, as Administrative Agent (as amended, the "Loan Agreement").
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
The undersigned hereby consents to the execution, delivery and
performance of the foregoing Amendment No. 2 to Loan Agreement, and agrees to
take any and all actions necessary or reasonably requested to cause the Borrower
to remain in compliance with the terms thereof.
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Xxxxx X. Xxxxxx, an individual
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