Exhibit 4.6


FIRST SUPPLEMENTAL INDENTURE


TO INDENTURE


 


                                This  FIRST SUPPLEMENTAL INDENTURE, dated as of
November 20, 2003 (the “First 
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 (the “Indenture”).  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 (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 First Supplemental Indenture and to make  this First 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             Amendments.


 


                                (a)           Section 10.6 of the Indenture is
hereby amended and restated in its entirety to read as follows:


 


                                Section 10.6           DISPOSITION OF COLLATERAL WITHOUT RELEASE.


 


                                The
Company may, without any prior release or consent by the Trustee, conduct
ordinary course activities in respect of the Collateral, which do not
individually or in the aggregate adversely affect the value of such Collateral,
including selling or otherwise disposing of inventory in the ordinary course of
business; collecting, selling or otherwise disposing of accounts receivable in
the ordinary course of business; making cash


 


 

















 


payments
in the ordinary course of business (including for the scheduled repayment of
Indebtedness) from cash that is at any time part of the Collateral that are not
otherwise prohibited by this Indenture and the Collateral Documents; selling or
otherwise disposing of any machinery, equipment, furniture, apparatus, tools or
implements, materials or supplies or other similar property in the ordinary
course of business (“Subject Property”), free from the Lien of this Indenture
and the Collateral Documents, which, in the reasonable opinion of the Company,
may have become obsolete or unfit for use in the conduct of its business or the
operation of the Collateral upon replacing the same with, or substituting for
the same, new Subject Property constituting Collateral not necessarily of the
same character but being of at least equal value as the Subject Property so
disposed of as long as such new Subject Property becomes subject to the Lien of
this Indenture and the Collateral Documents; and selling or otherwise disposing
of any personal property in the ordinary course of business, the use of which
is no longer necessary in the proper conduct of the business of the Company and
is not material to the conduct of the business of Company so long as the
proceeds from such disposition, if any, become subject to the Lien of this
Indenture and the Collateral Documents.


 


                                (b)           Section 10.11(b) of the Indenture is
hereby amended and restated in its entirety to read as follows:


 


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 of the proceeds therefrom were used by the Company as permitted by
this Indenture and the Collateral Documents.


 


                                (c)           The first paragraph of Section 11.1
of the Indenture is hereby amended and restated in its entirety to read as
follows:


 


This
Indenture is subject to the provisions of the TIA that are required to be a
part of this Indenture, and shall, to the extent applicable, be governed by
such provisions.  If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified.  If any provision of this Indenture excludes
any TIA provision that may be do excluded, such TIA provision shall be excluded
from this Indenture.


 


ARTICLE II

GENERAL PROVISIONS


 


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


 


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


First
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 First Supplemental Indenture shall bind
their respective successors and assigns.


 


                                Section
2.4             Governing Law.   This First 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 First
Supplemental


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 First Supplemental
Indenture.


 


                                Section
2.7             Counterparts.  This First 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 First 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 First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.


 


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                                IN WITNESS WHEREOF, the parties hereto have caused this First  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/  RICHARD H.
PROKOSCH                           


                Name:  Richard
H. Prokosch


                Title:  Vice
President