Exhibit 10.12


 


AMENDMENT NO. 2 TO TRADEMARK SUBLICENSE
AGREEMENT


 


This Amendment
No. 2 to Trademark Sublicense Agreement is entered into as of May 30, 2003
(this “Amendment”) by and between Peter A. Morton (the “Sublicensor”) and Hard
Rock Hotel, Inc., a Nevada corporation (the “Sublicensee”).  Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to such terms in the
Agreement (as defined below).


 


WHEREAS, the
Sublicensor and the Sublicensee have entered into that certain Trademark
Sublicense Agreement, dated as of October 24, 1997 (the “TSA”), as amended by
Amendment No. 1 to Trademark Sublicense Agreement, dated as of March 23, 1998,
by and between the Sublicensor and the Sublicensee (“Amendment No. 1” and, together
with the TSA, the “Agreement”).


 


WHEREAS,
Sublicensor and Sublicensee desire to amend the Agreement with respect to the
Term.


 


NOW,
THEREFORE, for good and valuable consideration, including the mutual promises
set forth herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


1.             Amendment.  Article
6 of the Agreement is hereby amended and restated in its entirety so that such
Article 6 shall read as follows:


 


Article
6.  Term
of License.  The term of
this Agreement (“Term”) commences on the Effective Date and continues until the
earlier of (i) June 1, 2018 and (ii) the indefeasible repayment in full in cash
of the 8 7/8% Second Lien Notes due 2013 then outstanding under the Indenture,
dated as of May 30, 2003 (the “Indenture”), between Sublicensee and U.S. Bank
National Association, as trustee.


 


2.             Further Assurances. 
Sublicensor and Sublicensee agree to execute such further documentation
and perform such further actions, including the recordation of such documentation
with appropriate authorities, as may be reasonably requested by the other party
to evidence and effectuate further the purposes and intents set forth in this
Amendment.


 


3.             Entire Agreement/Construction.  This Amendment shall constitute the entire agreement between the
parties with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter.


 


4.             Governing Law. 
This Amendment shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.


 


5.             Separate Counterparts. 
This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to the other parties.


 

















 


6.             Effect of Amendment. 
Except as modified as set forth in this Amendment, the Agreement remains
in full force and effect and this Amendment shall be incorporated into and
become a part of the Agreement.


 


 


Signature page follows


 


2

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Amendment, effective as of the
date first above written.


 


 


	
   

  	
  Sublicensor:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Peter A.
  Morton

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sublicensee:

  
	
   

  	
   

  
	
   

  	
  HARD ROCK
  HOTEL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James D.
  Bowen

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
					



 


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