Exhibit 10.8


 


AMENDMENT NO. 7 TO LOAN AGREEMENT


 


This Amendment No. 7 to Loan
Agreement dated as of December 20, 2002 ("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
name therein, and Bank of America, N.A., as Administrative Agent (as amended by
an Amendment No.1 dated April 10, 1998, an Amendment No. 2 dated March 31,
1999, an Amendment No. 3 dated June 30, 2000, an Amendment No. 4 dated March,
2001, an Amendment No. 5 dated December, 2001 and an Amendment No. 6 dated
November 6, 2002, the "Loan Agreement"). The Administrative Agent,
acting with the consent of the Requisite Lenders in accordance with the terms
of the Loan Agreement, and Borrower herby agree as follows:


 


1.             Section 6.2 - Payment of Subordinated Obligations.  Section 6.2 of the Loan Agreement is hereby
amended to read in full as follows:


 


"Section
6.2 - Payment of Subordinated Obligations. 
Pay any principal (including sinking fund payments) or any other amount
with respect to any Subordinated Obligation, or purchase or redeem any
Subordinated Obligation, or make any payment of any Supervisory Fees except for
(a) regularly scheduled payments of interest with respect to Subordinated
Obligations, (b) regularly scheduled payments of Supervisory Fees, and (c) the
purchase and redemption, during the period between December 15, 2002 and
September 30, 2003, of Subordinated Obligations in an aggregate principal
amount not to exceed $5,000,000, provided, in each case that no Default or
Event of Default exists or would result form the making of such payments,
purchases or redemptions."


 


2.             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; and


 


(b)      written
consents to the execution delivery and performance hereof from the Requisite
Lenders


 


3.             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.


 


4.             Confirmation. In all other respects, 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/ James D. Bowen

  
	
   

  	
  Title:

  	
   Vice President,

  
	
   

  	
   

  	
  Chief Financial Officer
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Janice Hammond

  
	
   

  	
   

  	
  Janice Hammond, Vice
  President

  



 


 


 


 


 


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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, N.A., 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. 7 to Loan Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form presented to the undersigned as a draft.


 


	
  Bank of America N.A.

  	
   

  	
   

  
	
  [Typed/Printed Name of
  Lender]

  	
   

  
	
   

  
	
  By:

  	
  /s/ Scott L. Faber

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  12/20/02

  	
   

  
							



 


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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, N.A., 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. 7 to Loan Agreement by the Administrative Agent on behalf of the
Lenders, substantially in the form presented to the undersigned as a draft.


 


	
  BANK OF SCOTLAND

  	
   

  	
   

  
	
  [Typed/Printed Name of
  Lender]

  	
   

  
	
   

  
	
  By:

  	
  /s/ Joseph Fratus

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  First Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  12/19/02

  	
   

  
							



 


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