Exhibit 10.7


 


 


AMENDMENT NO. 6 TO LOAN AGREEMENT


 


 


This Amendment No. 6 to Loan
Agreement dated as of November 6, 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 named 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 and
an Amendment No. 5 dated December, 2001, the “Loan Agreement”).  The Administrative Agent, acting with the
consent of all the Lenders in accordance with the terms of the Loan Agreement,
and Borrower hereby agree as follows:


 


1.             Section 1.1-Definitions.  The following new definitions are hereby
added to Section 1.1 of the Loan Agreement.


 


“Pink Taco - L.A.”
means the Pink Taco restaurant located in Los Angeles, California.


 


“Pink
Taco Subsidiary” means a Subsidiary of Borrower formed for the purpose of
owning and operating the Pink Taco - L.A., of which the Borrower directly or
indirectly shall own not less than 80% of the equity capital interests.


 


2.             Section 6.14 - Capital Expenditures.  Section 6.14 of the Loan Agreement is hereby
amended to add new clause (c) thereto:


 


(c)           Capital Expenditures made by the Pink
Taco Subsidiary in connection with the development, design and construction of
the Pink Taco - L.A. or Capital Expenditures made by Borrower for expansion
projects to the Hard Rock Hotel in an amount not to exceed $13,000,000,
provided that the aggregate amount of Capital Expenditures made pursuant to
this clause (c) shall not exceed $7,500,000 in any Fiscal Year (or portion
thereof), provided further that not more than $2,000,000 in Capital
Expenditures not made under this clause (c) in any Fiscal Year may be expended
in the following Fiscal Year.


 


3.             Section 6.15 - Investments. Section 6.15 of the
Loan Agreement is hereby amended to add new clause (e) thereto:


 


(e)           Investments made in the Pink Taco
Subsidiary to finance Capital Expenditures made pursuant to Section 6.14(c).


 


4.             Excess Cash Flow.  Pursuant to Section 2.7 of the Loan Agreement, the Commitment was
required to have been reduced by 50% of the amount of Excess Cash flow for the
Fiscal Year ended December 31, 2001 as of September 30, 2002.  The Lenders and the Borrower (a) agree that
this reduction shall be omitted in respect of the Fiscal Year 2001 (it being
understood that Section 2.7 will apply as to any Excess Cash Flow in any
subsequent Fiscal Years), and (b) confirm that the principal amount of the
Commitment is now $34,000,000.


 

















 


5.             Comment to the Formation of Pink Taco Subsidiary.
Pursuant to Section 6.16 of the Loan Accountant, the Lenders hereby consent to
the formation of the Pink Taco Subsidiary.


 


6.             Conditions Precedent.  The altered venues 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, seeing on behalf of the
Lenders;


 


(b)           written consensus to the execution,
delivery and performance hereof from all of the Lenders; and


 


(c)           a fee of 7.5 basis points times the
amounts of Commitment ($25,500)


 


7.             Conditions Subsequent.  Concurrently with the formation of the Pink Taco Subsidiary, (a)
the Pink Taco Subsidiary will execute and deliver to Administrative Agent (i) a
guaranty of the Obligations, (ii) a security agreement and a deed of trust or
leasehold deed of trust (as appropriate) encumbering substantially all of its
assets to secure the Obligations by a first priority Lien, and (iii) such other
documents as the Administrative Agents may require, and (b) each of the owners
of equity securities in the Pink Taco Subsidiary will pledge (and thereafter
maintain in pledge) such ownership interests to the Administrative Agent
pursuant to a pledge agreement in favor of the Administrative Agent.  Each of the agreements referred to in this
Section shall be in form and substance acceptable to the Administrative Agent.


 


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 the 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. 6 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 NA

  	
   

  	
   

  
	
  [Typed/Printed Name of
  Lender]

  	
   

  
	
   

  
	
  By:

  	
  /s/ Scott L. Faber

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  11/12/02

  	
   

  
							



 


 


3

















 


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. 6 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:

  	
   JOSEPH FRATUS

  	
   

  	
   

  
	
   

  	
  Vice
  President

  	
   

  	
   

  
	
  Date:

  	
   11/8/02

  	
   

  	
   

  
						



 


 


 


4

















 


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


 


	
  Comerica West Incorporated

  	
   

  	
   

  
	
  [Typed/Printed Name of
  Lender]

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Eoin P. Collins

  	
   

  	
   

  
	
   

  	
  Eoin
  P. Collins

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  10/13/02

  	
   

  	
   

  
						



 


 


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