Exhibit 4.7


 


SECOND SUPPLEMENTAL INDENTURE


TO INDENTURE


 


                                This  SECOND SUPPLEMENTAL INDENTURE, dated as of
November 24, 2003 (the “Second Supplemental Indenture”), is entered into by and
between Hard Rock Hotel, Inc., a Nevada corporation (the “Company”), and U.S.
Bank National Association, as trustee (the “Trustee”), under the Indenture
dated as of May 30, 2003.  Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Indenture.


 


                                WHEREAS,
the Company and the Trustee are parties to that certain Indenture, dated as of
May 30, 2003, as amended by the First Supplemental Indenture dated as of
November 20, 2003 (as amended by the First Supplemental Indenture, the
“Indenture”), pursuant to which the Company issued $140,000,000 aggregate
principal amount of 8 7/8% Second Lien Notes due 2013 (the “Notes”);


 


                                WHEREAS,
the Company and the Trustee desire to amend the Indenture as set forth herein
in order to qualify the Indenture under the Trust Indenture Act of 1939, as
amended (the “TIA”);


 


                                WHEREAS,
pursuant to Section 9.1 of the Indenture, the Company and the Trustee may amend
or supplement the Indenture without the consent of the holders of the Notes, in
order to qualify the Indenture under the TIA; and


 


                                WHEREAS,
all of the conditions set forth in the Indenture necessary to authorize the
execution and delivery of this Second Supplemental Indenture and to make this
Second Supplemental Indenture valid and binding have been have been satisfied.


 


                                NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Trustee hereby agree to
amend the Indenture as follows:


 


ARTICLE I


AMENDMENTS


 


                                Section
1.1             Amendment.  Section 10.11 of the Indenture is hereby
amended and restated in its entirety to read as follows:


 


“(a)         To the extent applicable, and in
addition to any other requirements of this Indenture, the Company will cause
Section 314(d)(1) of the TIA relating to the release of property or securities
from the Lien hereof and of the Collateral Documents to be complied with,
provided, however, if the SEC has granted exemptive relief with respect to
Section 314(d) of the TIA, from and after such time, the Company may rely on
Sections 10.11(b) and 10.11(c).


 


 


 

















 


 


(b)           Subject to the proviso in Section
10.11(a), the Company shall not be required to comply with subsection (a) of
this Section 10.11 in respect of transactions undertaken pursuant to Section
10.6, provided that the Company shall deliver to the Trustee on or before
December 31, 2003 and within 15 days following each June 30 and December 31
thereafter a certificate signed by two officers to the effect that all of the
transactions undertaken by the Company pursuant to Section 10.6 during the
preceding semi-annual period were in the ordinary course of the Company’s
business and that all proceeds therefrom were used by the Company as permitted
by the Indenture and the Collateral Documents.


 


(c)           Subject to the proviso in Section 10.11(a),
the fair value of Collateral released from the Liens of this Indenture and the
Collateral Documents pursuant to Section 10.6 hereof shall not be considered in
determining whether the aggregate fair value of Collateral released from the
Liens of this Indenture and the Collateral Documents in any calendar year
exceeds the 10% threshold specified in Section 314(d)(1) of the TIA; provided
that the Company’s right to rely on this sentence at any time is conditioned
upon the Company having furnished to the Trustee the certificates described in
subsection (b) of this Section 10.11 that were required to be furnished to the
Trustee at or prior to such time. It is expressly understood that subsection
(b) of this Section 10.11 and this subsection (c) relate only to the Company’s
obligations under the TIA and shall not restrict or otherwise affect the
Company’s and its Subsidiaries’ rights or abilities, or the rights or abilities
of the administrative agent under the New Credit Facility, to release
Collateral pursuant to the terms of this Indenture, the Intercreditor Agreement
and the Collateral Documents or as otherwise permitted by the Trustee under
this Indenture, the Intercreditor Agreement and the Collateral Documents.”





ARTICLE II

GENERAL PROVISIONS


 


                                Section
2.1               Effective Date.  This Second Supplemental Indenture shall
become effective as of the date first above written.


 


                                Section 2.2             Ratification of Indenture.  Except as expressly amended by this


Second
Supplemental Indenture, the Indenture is in all respects hereby acknowledged,
ratified and confirmed and shall continue in full force and effect in
accordance with the terms thereof.


 


                                Section
2.3             Successors.  All agreements of the Company and the
Trustee in


this Second Supplemental Indenture shall bind
their respective successors and assigns.


 


                                Section
2.4             Governing Law.   This Second Supplemental Indenture shall be


governed by, and construed in accordance
with, the laws of the State of New York, including, without limitation, Section
5-1401 of the New York General Obligations Law.


 


                                Section
2.5             Severability.  In case any provision of this Second
Supplemental


 


 


 


2

















 


Indenture shall be deemed invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


                                Section
2.6             Headings.  The Article and Section headings in this
First


Supplemental Indenture are for convenience
only and shall not affect the construction of this Second Supplemental
Indenture.


 


                                Section
2.7             Counterparts.  This Second Supplemental Indenture may be


executed in any number of counterparts, each
of which shall be deemed an original but all such counterparts shall together
constitute the same instrument.


 


                                Section
2.8             Unity.  All provisions of this Second Supplemental
Indenture


shall be deemed to be incorporated in, and
made a part of, the Indenture and the Notes. 
The Indenture and the Notes, as amended and supplemented by this Second
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.


 


 


3

















 


 


                                IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.


 


 


HARD ROCK HOTEL, INC.


 


 


By:          /s/ BRIAN OGAZ                 


                Name:  Brian
Ogaz


                Title:  Senior
Vice President


 


 


U.S. BANK NATIONAL
ASSOCIATION, as Trustee


 


 


By:          /s/  BENJAMIN J.
KRUEGER             


                Name: 
Benjamin J. Krueger


                Title:  Trust
Officer