AMENDMENT NO 1 TO TRADEMARK SUBLICENSE AGREEMENT
This Amendment No. 1 to the Trademark Sublicense Agreement, entered
into as of March 23, 1998, (this "Amendment") and amends the Trademark
Sublicense Agreement, dated October 24, 1997, (the "Agreement") between Xxxxx
X. Xxxxxx ("Sublicensor") and Hard Rock Hotel, Inc., a Nevada corporation
("Sublicensee").
Except as otherwise defined in this Amendment, capitalized terms
used but not defined herein shall have the respective meanings given to such
terms in the Agreement.
W I T N E S S E T H :
WHEREAS, Sublicensor and Sublicensee desire to amend the Agreement
with respect to the Term.
NOW, THEREFORE, for good and valuable consideration, including the
mutual promises set forth herein, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Article 6 of the Agreement is hereby amended and restated in
its entirety so that such Article 6 shall read as follows:
Article 6. TERM OF LICENSE. The term of this Agreement ("Term")
commences on the Effective Date and continues for the later of (i) as
long as any Commitment, Loan or Letter of Credit are outstanding under
the Loan Agreement, dated as of March 23, 1998, among Hard Rock Hotel,
Inc., Bank of America National Trust and Savings Association as
administrative agent, Bear, Xxxxxxx & Co. Inc. as co-agent and the
lenders parties thereto, including any related notes, guarantees,
collateral documents, instruments, and agreements executed in
connection therewith, and in each case as amended or modified from
time to time (the "Loan Agreement") or any senior credit facility
which directly refinances the Loan Agreement, or (ii) as long as there
are any Notes outstanding under the Indenture, dated as of March 23,
1998, between Sublicensee and First Trust National Association, as
trustee (the "Indenture") and/or any Exchange Securities (as defined
in the Indenture) outstanding.
2. Except as modified as set forth in this Amendment, the
Agreement remains in full force and effect and this Amendment shall be
incorporated into and become a part of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment, effective as of the date first above written.
Sublicensor:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Sublicensee:
HARD ROCK HOTEL, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: C.F.O.
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