Exhibit
10.3


SECOND LIEN NOTES
TRADEMARK SECURITY INTEREST ASSIGNMENT


This SECOND LIEN NOTES 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 (“Issuer” and together with each subsidiary
that joins this Assignment pursuant to Section 9 the “Grantors” and each a
“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:


RECITALS


A.            The
Collateral Agent is the indenture trustee for the 8 7/8% Second Lien Notes Due
2013 (“Notes”) issued pursuant to the Indenture.  The Noteholders have purchased beneficial interests in the Notes,
as described in the Indenture. 
Collateral Agent, as indenture trustee for the Notes, holds the liens
and security interests granted in this Assignment as collateral agent for the
benefit of the Noteholders.


B.            The
Indenture provides, as a condition of the Notes, that Grantor execute a
trademark assignment agreement and grant security interests in the trademarks
of the Grantor as therein provided and to cause any Subsidiary (as defined in
the Indenture) hereafter formed or acquired hereafter to join this Assignment.


C.            PURSUANT
TO AN INTERCREDITOR AGREEMENT DATED AS OF MAY 30, 2003, THE LIENS GRANTED
PURSUANT TO THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE LIENS GRANTED TO
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT.


D.            This
Assignment is intended create a lien on the Collateral (as defined herein) and
not to assign ownership rights thereto.


AGREEMENT


NOW, THEREFORE, for good and valuable consideration,
the receipt and adequacy of which hereby is acknowledged, Grantor, as initial
Grantor hereunder, and each of the subsequent Grantors that hereafter become
party hereto, hereby jointly and severally represent, warrant, covenant, agree,
assign and grant as follows:


                1.             Definitions.  This Assignment is one of the Collateral
Documents referred to in the Indenture. 
Terms defined in the Indenture and not otherwise defined in this
Assignment shall have the meanings assigned to those terms in the
Indenture.  As used in this Assignment,
the term “including” shall indicate an example and not a limitation.  As used in this Assignment, the following
terms shall have the meanings respectively set forth after each:


 

















 


“Assignment”
has the meaning set forth in the preamble hereof.


“Borrower”
has the meaning set forth in the preamble hereof.


“Collateral”
means and includes all present and future right, title and interest of Grantor
in or to any and all of the following, and all rights and power of Grantor to
transfer any interest in or to any and all of the following:  (a) all of Grantors’ now-existing, or
hereafter acquired, right, title, and interest in and to all of Grantors’
trademarks, trade names and service marks; all prints and labels on which said
trademarks, trade names and service marks appear, have appeared, or will
appear, and all designs and general intangibles of a like nature; all
applications, registrations, and recordings relating to the foregoing in the
United States Patent and Trademark Office (“USPTO”) or in any similar office or
agency of the United States, any State thereof, or any political subdivision
thereof, or in any other countries, and all renewals thereof, including those
trademarks, trade names, trade styles, service marks, terms, designs, and
applications described in Schedule 1 hereto (the “Trademarks”); (b) the
goodwill of the business symbolized by each of the Trademarks, including,
without limitation, all customer lists and other records relating to the
distribution of products or services bearing the Trademarks; (c) all licenses
and sublicenses of trademarks, trade names, trade styles and service marks,
including without limitation all rights under that certain Trademark Sublicense
Agreement dated October 24, 1997 between Peter A. Morton and Issuer and those
listed on Schedule 2 hereto, to the extent that there exists no
prohibition as a matter of law on the transfer thereof for security as
contemplated by this Assignment, and (d) any and all products and proceeds of
any of the foregoing, including any claims by Grantors against third parties
for past, present and future infringement of the Trademarks or any licenses
with respect thereto, and any other tangible and intangible property received
upon the sale or disposition of any of the foregoing, provided that the
term “Collateral”, shall not include (x) any lease, license,
contract, property rights or agreement to which Grantor is a party, or any of
its rights or interests thereunder, if and only for so long as, the grant of
such security interest constitutes or results in (i) the abandonment,
invalidation or unenforceability of any right, title or interest of Grantor
therein, or (ii) in a breach or termination pursuant to the terms of, or a
default under, any such lease, license, contract, property rights or agreement
(other than to the extent that any such term would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable
law or principles of equity), provided that, such security interest shall
attach immediately at such time as the condition causing such abandonment,
invalidation or unenforceability is remedied and, to the extent severable,
shall attach immediately to any portion of such lease, license, contract,
property rights or agreement that does not result in any of the consequences
specified in subclause (i) of this clause (x); or (y) United States
intent-to-use trademark or service mark applications to the extent that, and
solely during the period for which, the grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark or
service mark applications under applicable federal law.


“Grantor” and “Grantors” have the
meanings set forth in the preamble.


 


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“Secured
Obligations” means (a)  has the
meaning assigned to the term “Secured Obligations” in the Second Lien Notes
Security Agreement of even date herewith given by Grantor in favor of
Collateral Agent, including Obligations of performance as well as
Obligations of payment, and including interest that accrues after the
commencement of any bankruptcy or insolvency proceeding by or against any
Grantor.


“Secured
Parties” and “Secured Party” have the meanings set forth in the
preamble.


2.             Grant of Security Interest; Subordination.


(a)           For valuable consideration, Grantors
and each of them hereby jointly and severally grant and assign to Collateral
Agent a security interest, to secure the prompt and indefeasible payment and
performance of the Secured Obligations, and each of them, in and to all of the
presently existing and hereafter acquired Collateral.  This Assignment is a continuing and irrevocable agreement and all
the rights, powers, privileges and remedies hereunder shall apply to any and
all Secured Obligations, including those arising under successive transactions
which shall either continue the Secured Obligations, increase or decrease them
and notwithstanding the bankruptcy of any Grantor or any other event or
proceeding affecting any Grantor.


(b)           Subordination.  The liens and security interests granted in
this Assignment, and the rights of the Collateral Agent in respect thereof, are
in all respects subject to the limitations, terms and conditions set forth in
the Intercreditor Agreement.


3.             Representations, Warranties and Covenants.  Grantors, and each of them, represent,
warrant and agree that:


(a)           To
the best of Grantors’ knowledge after due inquiry, all of the existing
Collateral is valid and subsisting and in full force and effect, and Grantors
own or otherwise have the right to use such Collateral, and the right and power
to grant the security interests granted hereunder.  Grantors will, at their expense, perform all acts and execute all
documents reasonably necessary to maintain the existence of the Collateral as
valid, subsisting, and maintain the registrations for the registered
trademarks, including the filing of any renewal affidavits and applications
(subject to Section 3(d) hereof).  The
Collateral is not subject to any Liens (except Permitted Liens), claims,
mortgages, assignments or licenses of any nature whatsoever, whether recorded
or unrecorded, except Permitted Liens and licenses listed on Schedule
3 hereto.


(b)           As
of the date hereof, none of Grantors or their Subsidiaries has any Trademarks
registered, or subject to pending applications, in the USPTO, or any similar
office or agency in the United States, or any other country that are material
to the conduct of the business of Grantors and their Subsidiaries, taken as a
whole, other than those described in Schedule 1.


(c)           No
Grantor nor any Subsidiary of any Grantor shall file any application for the
registration of a trademark with the USPTO or any similar office or agency in
the United States, any State therein, or any other country, unless such Grantor
or Subsidiary


 


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has
informed Collateral Agent of such action in advance or informs Collateral Agent
promptly thereafter.  Upon request of
Collateral Agent, Grantors shall execute and deliver to Collateral Agent any
and all agreements, instruments, documents, and such other papers as may be
requested by Collateral Agent to evidence the grant and assignment of a
security interest to Collateral Agent of such trademark (subject to the
Intercreditor Agreement and the Indenture). 
Each Grantor authorizes Collateral Agent to modify this Assignment by
amending Schedule 1 to include any new trademark or service mark application or
registration obtained hereafter.


(d)           No
Grantor nor any Subsidiary of any Grantor has abandoned any of the Trademarks,
and no Grantor nor any Subsidiary of any Grantor will do any act, or omit to do
any act, whereby the Trademarks may become abandoned, canceled, invalidated,
unenforceable, avoided, or avoidable, where such abandonment, cancellation,
invalidation, unenforceability, avoidance or avoidability may constitute a
Material Adverse Effect.  Each Grantor
shall notify Collateral Agent promptly if it knows, or has reason to know, of
any reason why any application, registration, or recording for a Trademark that
is material to its business may become abandoned, canceled, invalidated, or
unenforceable.


(e)           Grantors
will render any assistance, as Collateral Agent may reasonably determine is
necessary, to Collateral Agent in any proceeding before the USPTO, any federal
or state court, or any similar office or agency in the United States, or any
State therein, or any other country, to protect Collateral Agent’s security
interest in the Trademarks.


(f)            Grantors
assume all responsibility and liability arising from their use of the
Trademarks, and each Grantor hereby indemnifies and holds the Collateral Agent
and each of the Noteholders harmless from and against any claim, suit, loss,
damage, or expense (including reasonable attorneys’ fees) arising out of any
alleged defect in any product manufactured, promoted, or sold by any Grantor
(or any Affiliate or Subsidiary thereof) in connection with any Trademark or
out of the manufacture, promotion, labeling, sale, or advertisement of any such
product by any Grantor or any Affiliate or Subsidiary thereof.


(g)           Grantors
shall promptly notify Collateral Agent in writing of any materially adverse
determination in any proceeding in the USPTO or any other foreign or domestic
Governmental Agency, court or body, regarding any Grantor’s ownership of any of
the Trademarks.  In the event of any
material infringement of any of the Trademarks by a third party, Grantors shall
promptly notify Collateral Agent of such infringement and shall diligently
pursue commercially reasonable actions to stop such infringement and recover
damages therefor.


(h)           Subject
to the Intercreditor Agreement and the Indenture, each Grantor shall, at its
sole expense, do, make, execute and deliver all such additional and further
acts, things, assurances, and instruments, in each case in form and substance
reasonably satisfactory to Collateral Agent, relating to the creation,
validity, or perfection of the security interests provided for in this
Assignment under 35 U.S.C. Section 261, 15 U.S.C.


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Section
1051 et  seq., the Uniform Commercial Code or other Law of the
United States, the State of Nevada, or of any countries or other States as
Collateral Agent may from time to time reasonably request, and shall take all
such other action as the Collateral Agent may reasonably require to more
completely vest in and assure to Collateral Agent its security interest in any
of the Collateral, and each Grantor hereby irrevocably authorizes Collateral
Agent or its designee, at such Grantor’s expense, to execute such documents,
and file such financing statements with respect thereto with or without such
Grantor’s signature, as Collateral Agent may reasonably deem appropriate.  In the event that any recording or refiling
(or the filing of any statement of continuation or assignment of any financing
statement) or any other action, is required at any time to protect and preserve
such security interest, Grantors shall, at their sole cost and expense, cause
the same to be done or taken at such time and in such manner as may be
necessary and as may be reasonably requested by Collateral Agent (subject to
the Intercreditor Agreement and the Indenture).  Each Grantor further authorizes Collateral Agent to have this or
any other similar security agreement recorded or filed with the Commissioner of
Patents and Trademarks or other appropriate federal, state or government
office.


(i)            Grantor
hereby irrevocably nominates and appoints Collateral Agent as its
attorney-in-fact for the following purposes, in each case subject to the
Intercreditor Agreement and the Indenture: 
(i) to do all acts and things which Collateral Agent may deem necessary
or advisable to perfect and continue perfected the security interests created
by this Assignment and, upon the occurrence and during the continuance of an
Event of Default, to preserve, process, develop, maintain and protect the
Collateral; (ii) upon the occurrence and during the continuance of an Event of
Default, to do any and every act which Grantor is obligated to do under this
Assignment, at the expense of Grantor and without any obligation to do so;
(iii) to prepare, sign, file and/or record, for Grantor, in the name of
Grantor, any financing statement, application for registration, or like paper,
and to take any other action deemed by Collateral Agent necessary or desirable
in order to perfect or maintain perfected the security interests granted
hereby; and (iv) upon the occurrence and during the continuance of an Event of
Default, to execute any and all papers and instruments and do all other things
necessary or desirable to preserve and protect the Collateral and to protect
Collateral Agent’s security interests therein; provided, however,
that Collateral Agent shall be under no obligation whatsoever to take any of
the foregoing actions, and, absent bad faith or actual malice, Collateral Agent
shall have no liability or responsibility for any act taken or omission with
respect thereto.


(j)            Subject
to the Intercreditor Agreement and the Indenture, Collateral Agent may, in its
sole discretion, pay any amount, or do any act which Grantors fail to pay or do
as required hereunder to preserve, defend, protect, maintain, record, amend, or
enforce the Secured Obligations, the Collateral, or the security interest
granted hereunder, including, but not limited to, all filing or recording fees,
court costs, collection charges, and reasonable attorneys’ fees.  Grantors will be liable to Collateral Agent
for any such payment, which payment shall be deemed an advance by the
Noteholders to Grantors, shall be payable on demand, together with interest at
the rate(s) set forth in the Indenture, and shall be part of the Secured
Obligations.


 


 


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4.             Events of Default.  Any “Event of Default” as defined in the Indenture shall
constitute an Event of Default hereunder.


5.             Rights and Remedies.  Subject to the Intercreditor Agreement and the Indenture, upon
the occurrence and during the continuance of any such Event of Default, in
addition to all other rights and remedies of Collateral Agent, whether provided
under Law, the Indenture or otherwise, Collateral Agent may enforce its
security interest hereunder which may be exercised without notice to, or
consent by, any Grantor, except as such notice or consent is expressly
provided for hereunder.  Upon such
enforcement and subject to the Intercreditor Agreement and the Indenture:


(a)           Collateral
Agent may use any of the Trademarks for the sale of Inventory, completion of
work in process, or rendering of services (similar to those theretofore
provided by the Grantors)  in connection
with enforcing any security interest granted to Collateral Agent by Grantors or
any Subsidiary of any Grantor.


(b)           To
the extent lawful, Collateral Agent may grant such license or licenses relating
to the Collateral for such term or terms, on such conditions and in such
manner, as Collateral Agent shall, in its sole discretion, deem appropriate; provided,
that, any license of a right in the Collateral may not exceed any
territorial or other limitations binding on Grantor.  Such license or licenses may be general, special, or otherwise,
and, subject to the immediately preceding sentence, may be granted on an
exclusive or nonexclusive basis throughout all or part of the United States of
America, its territories and possessions, and all foreign countries.


(c)           Collateral
Agent may assign, sell, or otherwise dispose of the Collateral, or any part
thereof, either with or without special conditions or stipulations, except
that Collateral Agent agrees to provide Grantors with ten (10) days’ prior
written notice of any proposed disposition of the Collateral.  The requirement of sending notice
conclusively shall be met if such notice is mailed, first class mail, postage
prepaid, to Issuer, on behalf of all Grantors. 
Each Grantor hereby irrevocably appoints Issuer as its agent for the
purpose of receiving notice of sale hereunder, and agrees that such Grantor
conclusively shall be deemed to have received notice of sale when notice of
sale has been given to Issuer.  Each
Grantor expressly waives any right to receive notice of any public or private
sale of any Collateral or other security for the Secured Obligations except
as expressly provided in this Section 5(c). 
Collateral Agent shall have the power to buy the Collateral, or any part
thereof, and Collateral Agent shall also have the power to execute assurances
and perform all other acts which Collateral Agent may, in Collateral Agent’s
sole discretion, deem appropriate or proper to complete such assignment, sale,
or disposition.  In any such event,
Grantors shall be liable for any deficiency.


(d)           In
addition to the foregoing, in order to implement the assignment, sale or other
disposition of any of the Collateral pursuant to Section 5(c) hereof,
Collateral Agent may, at any time, execute and deliver, on behalf of Grantors,
and each of them, pursuant to the authority granted in powers of attorney, one
or more instruments of assignment of the Trademarks (or any application,
registration, or recording relating thereto), in form suitable for filing,
recording, or registration.  Grantors
agree to pay Collateral Agent, on


 


 


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demand,
all costs incurred in any such transfer of the Collateral, including any taxes,
fees, and reasonable attorneys’ fees.


(e)           Collateral
Agent may first apply the proceeds actually received from any such use,
license, assignment, sale, or other disposition of Collateral first to the
reasonable costs and expenses thereof, including reasonable attorneys’ fees and
all legal, travel, and other expenses which may be incurred by Collateral
Agent.  Thereafter, Collateral Agent may
apply any remaining proceeds to such of the Secured Obligations as provided in
the Indenture.  Grantors shall remain
liable to Collateral Agent for any expenses or Secured Obligations remaining
unpaid after the application of such proceeds, and Grantors will pay Collateral
Agent, on demand, any such unpaid amount, together with interest at the rate(s)
set forth in the Indenture.


(f)            Upon
request of Collateral Agent in connection with the exercise of its rights with
respect to the Collateral, Grantors shall supply to Collateral Agent, or
Collateral Agent’s designee, Grantors’ knowledge and expertise relating to the
manufacture and sale of the products and services bearing the Trademarks and
Grantors’ customer lists and other records relating to the Trademarks and the
distribution hereof.


Nothing contained herein shall be construed as
requiring Collateral Agent to take any such action at any time.  All of Collateral Agent’s rights and remedies,
whether provided under Law, the Indenture, this Assignment, or otherwise shall
be cumulative, and none is exclusive of any right or remedy otherwise provided
herein, in the Indenture or in any of the other Collateral Document, at law or
in equity.  Such rights and remedies may
be enforced alternatively, successively, or concurrently.


6.             Waivers.


(a)           Each
Grantor hereby waives any and all rights that it may have to a judicial
hearing, if any, in advance of the enforcement of any of Collateral Agent’s rights
hereunder, including its rights following any Event of Default and during the
continuance thereof to take immediate possession of the Collateral and exercise
its rights with respect thereto.


(b)           Collateral
Agent shall not be required to marshal any present or future security for
(including this Assignment and the Collateral subject to a security interest
hereunder), or guaranties of, the Secured Obligations or any of them, or to
resort to such security or guaranties in any particular order.  Each Grantor hereby agrees that it will not
invoke any Law relating to the marshaling of collateral which might cause delay
in or impede the enforcement of Collateral Agent’s rights under this Assignment
or any other instrument evidencing any of the Secured Obligations or by which
any of such Secured Obligations is secured or guaranteed, and each Grantor
hereby irrevocably waives the benefits of all such Laws.


(c)           Except
for notices specifically provided for herein, each Grantor hereby expressly
waives demand, notice, protest, notice of acceptance of this Assignment, notice
of loans made, credit extended, collateral received or delivered or other
action taken in


 


 


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reliance
hereon and all other demands and notices of any description.  With respect both to Secured Obligations and
any collateral therefor, each Grantor assents to any extension or postponement
of the time of payment or any other indulgence, to any substitution, of any
Person primarily or secondarily liable, to the acceptance of partial payment
thereon and the settlement, compromising or adjusting of any thereof, all in
such manner and at such time or times as Collateral Agent may deem
advisable.  Collateral Agent shall have
no duty as to the protection of the Collateral or any income thereon, nor as to
the preservation of rights against prior parties, nor as to the preservation of
any rights pertaining thereto except as otherwise required by Law.  Collateral Agent may exercise its rights
with respect to the Collateral without resorting or regard to other collateral
or sources of reimbursement for liability. 
Collateral Agent shall not be deemed to have waived any of its rights
upon or under the Indenture or the Collateral unless such waiver be in writing
and signed by the Collateral Agent.  The
exercise of the rights under this Assignment are not intended by the parties to
constitute an “action” within the meaning of Nevada Revised Statutes § 40.430.  No delay or omission on the part of the
Collateral Agent in exercising any right shall operate as a waiver of any right
on any future occasion.  All rights and
remedies of the Collateral Agent under the Indenture or on the Collateral,
whether evidenced hereby or by any other instrument or papers, shall be cumulative
and may be exercised singularly or concurrently.


7.             Costs and Expenses.


(a)           Subject
to the Intercreditor Agreement charges, costs and taxes incurred in
implementing or subsequently amending or enforcing this Assignment, including,
without limitation, recording and filing fees, appraisal fees, stamp taxes, and
reasonable fees and disbursements of Collateral Agent’s shall be payable by
Grantor as required by and pursuant to Section 7.7 of the Indenture.


(b)           Subject
to the Intercreditor Agreement, Grantors agree to reimburse Collateral Agent
for and indemnify it against, any and all losses, expenses and liabilities
(including liabilities for penalties) of whatever kind or nature sustained and
reasonably incurred in connection with any claim, demand, suit or legal or
arbitration proceeding relating to this Assignment, as required by and pursuant
to Section 7.7 of the Indenture.


8.             Continuing Effect.  This Assignment shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor
for liquidation or reorganization, should any Grantor become insolvent or make
an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of any Grantor’s assets.


9.             Joinder. 
Any other Person may become a Grantor hereunder and become bound by the
terms and conditions of this Assignment by executing and delivering to
Collateral Agent an Instrument of Joinder substantially in the form attached
hereto as Exhibit A, accompanied by such documentation as Collateral Agent may
require to establish the due organization, valid existence and good standing of
such Person, its qualification to engage in business in each material
jurisdiction in which it is required to be so qualified, its authority to
execute, deliver and


 


 


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perform this Assignment, and the identity, authority
and capacity of each Responsible Official thereof authorized to act on its
behalf.


10.           Release of Collateral.  This Assignment shall be terminated and the
security interests in the Collateral provided for hereunder shall be released
when all Secured Obligations have been paid in full in cash, performed in full
or otherwise released pursuant to the Intercreditor Agreement.  Upon such release of Grantors’ Secured
Obligations hereunder, Collateral Agent shall return any Collateral to
Grantors, or to the Person or Persons legally entitled thereto, and shall
endorse, execute, deliver, record and file all instruments and documents, and
do all other acts and things, reasonably required for the return of the
Collateral to Grantors, or to the Person or Persons legally entitled thereto,
and to evidence or document the release of Collateral Agent’s interests arising
under this Assignment, all as reasonably requested by, and at the reasonable
expense of, Grantors.


11.           Additional Powers and
Authorization.  Collateral Agent
shall be entitled to the benefits accruing to them under the Indenture.  Notwithstanding anything contained herein to
the contrary, Collateral Agent may employ agents, trustees, or
attorneys-in-fact and may vest any of them with any Property (including,
without limitation, any Collateral assigned hereunder), title, right or power
deemed necessary for the purposes of such appointment.


12.           WAIVER OF JURY TRIAL.  EACH GRANTOR AND COLLATERAL AGENT EXPRESSLY
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS ASSIGNMENT, THE
INDENTURE, THE OTHER COLLATERAL DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER NOW
EXISTING OR HEREAFTER ARISING AND WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE.  EACH GRANTOR AND
COLLATERAL AGENT AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY ARE WAIVED BY OPERATION OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS ASSIGNMENT,
THE INDENTURE OR THE OTHER COLLATERAL DOCUMENTS OR ANY PROVISION HEREOF OR
THEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
ASSIGNMENT, THE INDENTURE AND THE OTHER COLLATERAL DOCUMENTS.  ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.


13.           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE FEDERAL LAWS OF
THE UNITED STATES OF AMERICA AND, TO THE EXTENT NOT


 


 


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SUPERCEDED BY FEDERAL LAW, THE LOCAL
LAW OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF
LAWS PROVISIONS THEREOF.


14.           Miscellaneous.


(a)           Grantors
and Collateral Agent may from time to time agree in writing to the release of
certain of the Collateral from the security interest created hereby.


(b)           Any
notice, request, demand or other communication required or permitted under this
Assignment shall be in writing and shall be deemed to be properly given if done
in accordance with the Indenture.


(c)           Except
as otherwise set forth in the Indenture, the provisions of this Assignment may
not be modified, amended, restated or supplemented, whether or not the
modification, amendment, restatement or supplement is supported by new
consideration, except by a written instrument duly executed and
delivered by Collateral Agent and Grantors.


(d)           Except
as otherwise set forth in the Indenture or this Assignment, any waiver of the
terms and conditions of this Assignment, or any Event of Default and its
consequences hereunder or thereunder, and any consent or approval required or
permitted by this Assignment to be given, may be made or given with, but only
with, the written consent of Collateral Agent on such terms and conditions as
specified in the written instrument granting such waiver, consent or approval.


(e)           Any
failure or delay by Collateral Agent to require strict performance by Grantors
of any of the provisions, warranties, terms, and conditions contained herein,
or in any other agreement, document, or instrument, shall not affect Collateral
Agent’s right to demand strict compliance and performance therewith, and any
waiver of any default shall not waive or affect any other default, whether
prior or subsequent thereto, and whether of the same or of a different
type.  None of the warranties,
conditions, provisions, and terms contained herein, or in any other agreement,
document, or instrument, shall be deemed to have been waived by any act or
knowledge of Collateral Agent, its agents, officers, or employees, but only by
an instrument in writing, signed by an officer of Collateral Agent and directed
to Grantors, specifying such waiver.


(f)            If
any term or provision of this Assignment conflicts with any term or provision
of the Indenture, the term or provision of the Indenture shall control.


(g)           If
any provision hereof shall be deemed to be invalid by any court, such
invalidity shall not affect the remainder of this Assignment.


(h)           This
Assignment supersedes all prior oral and written assignments and agreements
between the parties hereto on the subject matter hereof.


(i)            This
Assignment shall be binding upon, and for the benefit of, the parties hereto
and their respective legal representatives, successors, and assigns.


 


 


10

















 


(j)            This
Assignment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and
the same agreement.


 


 


11

















 


IN WITNESS WHEREOF, Issuer has executed this
Assignment by its duly authorized officer as of the date first written above.




	
  HARD ROCK HOTEL,
  INC., a Nevada corporation

  
	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  






 


 


12

















 


SCHEDULE 1


Registered and
Applied for Trademarks


	
  Mark

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


13

















 


SCHEDULE 2


Licenses and
Sublicenses Held


	
  Licensed

  Mark

  	
   

  	
  Licensor

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


14

















 


 


SCHEDULE 3


Licenses of the
Collateral


	
  Licensed

  Mark

  	
   

  	
  Licensee

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


15

















 


EXHIBIT A


TO


TRADEMARK SECURITY
INTEREST ASSIGNMENT


INSTRUMENT OF
JOINDER


THIS INSTRUMENT OF JOINDER (“Joinder”) is executed as
of                               ,
20   , by


                                   , a                                                          
(“Joining Party”), and delivered to U.S. Bank National Association, as
collateral agent and indenture trustee (“Collateral Agent”) pursuant to the
Second Lien Notes Trademark Security Interest Assignment (the “Assignment”)
dated as of May __, 2003 made by Hard Rock Hotel, Inc. [[[and certain of its
Subsidiaries]]] in favor of the Collateral Agent (the “Assignment”).  Terms used but not defined in this Joinder
shall have the meanings defined for those terms in the Assignment.


RECITALS


(A)          The
Assignment was made by the Grantors in favor of the Collateral Agent for the
benefit of the Noteholders that are parties to that certain Indenture dated as
of May    , 2003 by and among Hard Rock
Hotel, Inc., a Nevada corporation (“Issuer”) and Collateral Agent, as indenture
trustee for the Noteholders.


(B)           Joining
Party has become a Subsidiary of Issuer, and as such is required pursuant to
the Indenture to become a Grantor under the Assignment.


(C)           Joining
Party expects to realize direct and indirect benefits as a result of the
availability of the credit facilities under the Indenture to Issuer.


NOW THEREFORE, Joining Party agrees as follows:


AGREEMENT


(1)           By
this Joinder, Joining Party becomes a “Grantor” under and pursuant to Section 9
of the Assignment.  Joining Party agrees
that, upon its execution hereof, it will become a Grantor under the Assignment
with respect to all Secured Obligations heretofore or hereafter incurred under
the Assignment, Indenture or the other Collateral Documents, and will be bound
by all terms, conditions, and duties applicable to a Grantor under the
Assignment.


(2)           The
effective date of this Joinder is                            , 20     .




	
  “Joining Party”

  	
   

  
	
   

  	
   

  
	
   

  	
  ,

  
	
  a

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  






 


 


16