CREDIT AGREEMENT Dated as of May 30, 2003 among HARD ROCK HOTEL, INC. as Borrower, The Lenders referred to herein and BANK OF AMERICA, N.A., as Administrative AgentCredit Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This Credit Agreement (“Agreement”) is entered into by and among Hard Rock Hotel, Inc., a Nevada corporation (“Borrower”), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent.
SECURITY AGREEMENTSecurity Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 30, 2003, is made by Hard Rock Hotel, Inc., a Nevada corporation (“Grantor”), in favor of Bank of America, N.A., as the Administrative Agent (“Administrative Agent”) under the Credit Agreement hereafter referred to, for each of the lenders therein named (the “Lenders” and together with the Administrative Agent, each a “Secured Party”, and collectively, the “Secured Parties”), with reference to the following facts:
EXCHANGE AGREEMENTExchange Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • New York
This Exchange Agreement (as it may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 30, 2003, is entered into by and among Hard Rock Hotel, Inc., a Nevada corporation (the “Company”), and Peter A. Morton, an individual, and Desert Rock, Inc., a Nevada corporation (individually, a “Holder” and, collectively, the “Holders”).
AMENDMENT NO. 2 TO TRADEMARK SUBLICENSE AGREEMENTTrademark Sublicense Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • New York
This Amendment No. 2 to Trademark Sublicense Agreement is entered into as of May 30, 2003 (this “Amendment”) by and between Peter A. Morton (the “Sublicensor”) and Hard Rock Hotel, Inc., a Nevada corporation (the “Sublicensee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement (as defined below).
SECOND LIEN NOTES SECURITY AGREEMENTSecond Lien Notes Security Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This SECOND LIEN NOTES SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of May 30, 2003, is made by HARD ROCK HOTEL, INC., a Nevada corporation (“Grantor”), in favor of U.S. BANK NATIONAL ASSOCIATION (“Collateral Agent”), as the indenture trustee and collateral agent under that certain Indenture (the “Indenture”) dated May 30, 2003 entered into by Grantor in favor of Collateral Agent, as trustee and collateral agent under the Indenture for the benefit of each of the noteholders described therein (the “Noteholders” and, together with the Collateral Agent, each a “Secured Party” and, collectively, the “Secured Parties”), with reference to the following facts:
ContractHard Rock Hotel Inc • July 8th, 2003 • Services-miscellaneous amusement & recreation • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR ANY STATE OR FOREIGN SECURITIES LAWS AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF HARD ROCK HOTEL, INC. (THE “COMPANY”) THAT (I) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (B) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
INDENTURE Dated as of May 30, 2003 Between HARD ROCK HOTEL, INC. as Company, and U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • New York
INDENTURE dated as of May 30, 2003 between HARD ROCK HOTEL, INC. (the “COMPANY,” as more specifically defined herein) and U.S. Bank National Association, a national banking organization, as trustee (the “TRUSTEE” as more specifically defined herein).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of May 30, 2003, is entered into by and among BANK OF AMERICA, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below (“Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Trustee for the Noteholders referred to below (the “Trustee”) and HARD ROCK HOTEL, INC., a Nevada corporation (“Borrower”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement (defined below).
TRADEMARK SECURITY INTEREST ASSIGNMENTTrademark Security Interest Assignment • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This TRADEMARK SECURITY INTEREST ASSIGNMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Assignment”) dated as of May 30, 2003 is made by Hard Rock Hotel, Inc., a Nevada corporation (“Borrower”), together with each other Person who may become a party hereto pursuant to Section 9 of this Assignment (each a “Grantor” and collectively, “Grantors”), jointly and severally, in favor of Bank of America, N.A., as the Administrative Agent (in such capacity, “Secured Party”) under the Credit Agreement (defined below) for the ratable benefit of each of the Lenders (defined below), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENT dated as of May 30, 2003 by and between HARD ROCK HOTEL, INC., and BANC OF AMERICA SECURITIES LLCRegistration Rights Agreement • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 30, 2003 by and among Hard Rock Hotel, Inc., a Nevada corporation (the “Company”), and Banc of America Securities LLC, as representative of the Initial Purchasers, Comerica Securities and Hibernia Southcoast Capital, Inc. (collectively, the “Initial Purchasers”).
COPYRIGHT SECURITY INTEREST ASSIGNMENTSecurity Interest Assignment • July 8th, 2003 • Hard Rock Hotel Inc • Services-miscellaneous amusement & recreation • Nevada
This COPYRIGHT SECURITY INTEREST ASSIGNMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Assignment”) dated as of May 30, 2003 is made by Hard Rock Hotel, Inc., a Nevada corporation (“Borrower”), together with each other Person who may become a party hereto pursuant to Section 9 of this Assignment (each a “Grantor” and collectively, “Grantors”), jointly and severally, in favor of Bank of America, N.A., as the Administrative Agent (in such capacity, “Secured Party”) under the Credit Agreement (defined below) for the ratable benefit of each of the Lenders (defined below), with reference to the following facts:
