Exhibit 10.15


 


COPYRIGHT SECURITY INTEREST ASSIGNMENT


 


This COPYRIGHT 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
(“Borrower”), together with each other Person who may become a party
hereto pursuant to Section 9 of this Assignment (each a “Grantor”
and collectively, “Grantors”), jointly and severally, in favor of Bank
of America, N.A., as the Administrative Agent (in such capacity, “Secured
Party”) under the Credit Agreement (defined below) for the ratable benefit
of each of the Lenders (defined below), with reference to the following facts:


 


RECITALS


 


A.                                   Pursuant to a Credit
Agreement (the “Credit Agreement”) of even date herewith among Borrower,
the lenders party thereto (the “Lenders”) and the Secured Party, the
Lenders have agreed to make loans, issue letters of credit and make other
credit accommodations available to Borrower.


 


B.                                     It is a condition
to the credit facilities under the Credit Agreement that Borrower enter into
this Agreement, and Borrower has covenanted to cause any Subsidiary (as defined
in the Credit Agreement) hereafter formed or acquired by Borrower to enter into
a joinder hereto.


 


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


 


AGREEMENT


 


NOW, THEREFORE, in order to induce the Lenders to
extend the aforementioned credit facilities to Borrower, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, as initial Grantor hereunder, and each of the
subsequent Grantors that hereafter become party hereto, hereby jointly and
severally represent, warrant, covenant and agree as follows:


 


1.                                       Definitions.  This Assignment is the Copyright Assignment
referred to in the Credit Agreement and is also one of the Loan Documents
referred to therein.  Terms defined in
the Credit Agreement and not otherwise defined in this Assignment shall have
the meanings defined for those terms in the Credit Agreement.  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’ copyrights, and works protectable by copyright, whether or not
the copyright therein is registered, in the United States and throughout the
world; all applications, registrations, and recordings relating to the
foregoing in the United States Copyright Office (“USCO”) or in any
similar office or agency of the United States, any State thereof, or any
political subdivision thereof, or in any other countries, including those
copyrights, and applications described in Schedule 1 hereto (the “Copyrights”);
(b) all right title and interest in all copyrights in all works based on,
incorporated in, derived from, incorporating all Copyrights (the “Future
Copyrights”); (c) all extensions, renewals, and continuations of the
Copyrights and Future Copyrights and the applications, registrations, and
recordings referred to in clause (a) above; (d) all licenses and sublicenses of
copyrights, to the extent that there exists no prohibition as a matter of law
on the transfer thereof for security as contemplated by this Assignment; (e)
all right, title, and interest to make and exploit all derivative works based
on or adapted from the Copyrights and Future Copyrights, and (f) 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
Copyrights or Future Copyrights 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: 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
Uniform Commercial Code (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) above.


 


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


 


“Secured
Obligations” has the meaning assigned to the term “Obligations” in the
Credit Agreement.


 


“Secured Party”
has the meaning set forth in the preamble hereof.


 


2.                                       Grant
of Security Interest.  For valuable
consideration, Grantors and each of them hereby jointly and severally grant and
assign to Secured Party 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


 


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them and notwithstanding the bankruptcy of any Grantor
or any other event or proceeding affecting any Grantor.


 


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
copyrights, including the filing of any renewal affidavits and applications
(subject to Section 3(d) hereof).  The
Collateral is not subject to any Liens, claims, mortgages, assignments or
licenses of any nature whatsoever, whether recorded or unrecorded other than
licenses listed on Schedule 3 hereto, except as permitted by the Credit
Agreement.


 


(b)                                 As
of the date hereof, none of Grantors or their Subsidiaries has any Copyrights
registered, or subject to pending applications, in the USCO, 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 copyright with the USCO or any similar office or agency in
the United States, any State therein, or any other country, unless such Grantor
or Subsidiary has informed Secured Party of such action in advance or informs
Secured Party promptly thereafter.  Upon
request of Secured Party, Grantors shall execute and deliver to Secured Party
any and all agreements, instruments, documents, and such other papers as may be
requested by Secured Party to evidence the grant and assignment of a security
interest to Secured Party of such copyright. 
Each Grantor authorizes Secured Party to modify this Assignment by
amending Schedule 1 to include any new copyright application or registration
obtained hereafter.


 


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


 


(e)                                  Grantors
will render any assistance, as Secured Party may reasonably determine is
necessary, to Secured Party in any proceeding before the USCO, any federal or
state court, or any similar office or agency in the United States, or any State
therein, or


 


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any other
country, to protect Secured Party’s security interest in the Copyrights and
Future Copyrights.


 


(f)                                    Grantors
assume all responsibility and liability arising from their use of the
Copyrights and Future Copyrights, and each Grantor hereby indemnifies and holds
the Administrative Agent and each of the Lenders 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 Copyright or Future Copyright 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 Secured Party in writing of any materially adverse
determination in any proceeding in the USCO or any other foreign or domestic
Governmental Agency, court or body, regarding any Grantor’s ownership of any of
the Copyrights or Future Copyrights.  In
the event of any material infringement of any of the Copyrights or Future
Copyrights by a third party, Grantors shall promptly notify Secured Party of
such infringement and shall diligently pursue commercially reasonable actions
to stop such infringement and recover damages therefor.


 


(h)                                 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 Secured Party, relating to the
creation, validity, or perfection of the security interests provided for in
this Assignment under 17 U.S.C. Section 101 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 Secured Party may from time to
time reasonably request, and shall take all such other action as the Secured
Party may reasonably require to more completely vest in and assure to Secured
Party its security interest in any of the Collateral, and each Grantor hereby
irrevocably authorizes Secured Party 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 Secured Party 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 Secured Party.  Each
Grantor further authorizes Secured Party to have this or any other similar
security agreement recorded or filed with the USCO or other appropriate
federal, state or government office.


 


(i)                                     Grantor
hereby irrevocably nominates and appoints Secured Party as its attorney-in-fact
for the following purposes:  (i) to
do all acts and things which Secured Party 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


 


4

















 


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 Secured Party 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
Secured Party’s security interests therein; provided, however,
that Secured Party shall be under no obligation whatsoever to take any of the
foregoing actions, and, absent bad faith or actual malice, Secured Party shall
have no liability or responsibility for any act taken or omission with respect
thereto.


 


(j)                                     Secured
Party 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 all filing or recording fees,
court costs, collection charges, and reasonable attorneys’ fees.  Grantors will be liable to Secured Party for
any such payment, which payment shall be deemed an advance by the Lenders to
Grantors, shall be payable on demand, together with interest at the rate(s) set
forth in the Credit Agreement, and shall be part of the Secured Obligations.


 


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


 


5.                                       Rights
and Remedies.  Upon the occurrence
and during the continuance of any such Event of Default, in addition to all
other rights and remedies of Secured Party, whether provided under Law, the
Credit Agreement or otherwise, Secured Party 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:


 


(a)                                  Secured
Party may use any of the Copyrights or Future Copyrights 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 Secured Party by Grantors or any Subsidiary of any
Grantor.


 


(b)                                 To
the extent lawful, Secured Party may grant such license or licenses relating to
the Collateral for such term or terms, on such conditions and in such manner,
as Secured Party 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)                                  Secured
Party may assign, sell, or otherwise dispose of the Collateral, or any part
thereof, either with or without special conditions or stipulations, except
that Secured Party agrees to provide Grantors with ten (10) days’ prior
written notice of any proposed disposition of the Collateral.  The requirement of sending notice
conclusively


 


5

















 


shall be met if such notice is mailed, first class
mail, postage prepaid, to Borrower, on behalf of all Grantors.  Each Grantor hereby irrevocably appoints
Borrower 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 Borrower.  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).  Secured Party shall
have the power to buy the Collateral, or any part thereof, and Secured Party
shall also have the power to execute assurances and perform all other acts
which Secured Party may, in Secured Party’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,
Secured Party 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 Copyrights or Future Copyrights (or any
application, registration, or recording relating thereto), in form suitable for
filing, recording, or registration. 
Grantors agree to pay Secured Party, on demand, all costs incurred in
any such transfer of the Collateral, including any taxes, fees, and reasonable
attorneys’ fees.


 


(e)                                  Secured
Party 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 Secured
Party.  Thereafter, Secured Party may
apply any remaining proceeds to such of the Secured Obligations as provided in
the Credit Agreement.  Grantors shall
remain liable to Secured Party for any expenses or Secured Obligations
remaining unpaid after the application of such proceeds, and Grantors will pay
Secured Party, on demand, any such unpaid amount, together with interest at the
rate(s) set forth in the Credit Agreement.


 


(f)                                    Upon
request of Secured Party in connection with the exercise of its rights with
respect to the Collateral and subject to the confidentiality provisions of
Section 11.14 of the Credit Agreement, Grantors shall supply to Secured Party,
or Secured Party’s designee, Grantors’ knowledge and expertise relating to the
manufacture and sale of any products and services utilizing the Copyrights or
Future Copyrights and Grantors’ customer lists and other records relating to
the Copyrights Future Copyrights and the distribution hereof.


 


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


 


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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 Secured Party’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)                                 Secured
Party 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 Secured Party’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 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
Secured Party may deem advisable. 
Secured Party 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.  Secured
Party may exercise its rights with respect to the Collateral without resorting
or regard to other collateral or sources of reimbursement for liability.  Secured Party shall not be deemed to have
waived any of its rights upon or under the Credit Agreement or the Collateral
unless such waiver be in writing and signed by the Secured Party.  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 Secured Party in exercising any
right shall operate as a waiver of any right on any future occasion.  All rights and remedies of the Secured Party
under the Credit Agreement 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.                                       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 or otherwise performed in full and when no portion of the Commitment
remains outstanding and, in connection with any sale or other disposition of
Collateral permitted by the terms of the Credit Agreement, Secured Party’s
security interest in such Collateral shall be released in accordance with the
terms hereof.  Upon the occurrence of
any such event, Secured Party shall release the Collateral to Grantor, or to
the Person or Persons legally entitled thereto, and shall endorse, execute,
deliver, record and file all instruments and


 


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documents, and do all other acts and things,
reasonably required for the release of the Collateral to Grantor, or to the
Person or Persons legally entitled thereto, and to evidence or document the
release of Secured Party’s interests in such Collateral arising under this
Assignment, all as reasonably requested by, and at the sole expense of,
Grantor.


 


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 Administrative Agent an Instrument of Joinder
substantially in the form attached hereto as Exhibit A, accompanied by
such documentation as Administrative 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 perform
this Assignment, and the identity, authority and capacity of each Responsible
Official thereof authorized to act on its behalf.


 


10.                                 Release
of Grantors.  This Assignment and all
Secured Obligations of Grantors hereunder shall be released when all Secured
Obligations have been paid in full in cash or otherwise performed in full and
when no portion of the Commitments remain outstanding.  Upon such release of Grantors’ Secured Obligations
hereunder, Secured Party 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 Secured Party’s interests arising under this
Assignment, all as reasonably requested by, and at the reasonable expense of,
Grantors.


 


11.                                 Additional
Powers and Authorization.  Secured
Party shall be entitled to the benefits accruing to it as Administrative Agent
under the Credit Agreement and the other Loan Documents.  Notwithstanding anything contained herein to
the contrary, Secured Party may employ agents, trustees, or attorneys-in-fact
and may vest any of them with any Property (including any Collateral assigned
hereunder), title, right or power deemed necessary for the purposes of such
appointment.


 


12.                                 WAIVER
OF JURY TRIAL.  EACH GRANTOR AND
SECURED PARTY 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 CREDIT AGREEMENT, THE OTHER LOAN 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


 


8

















 


GRANTOR AND SECURED PARTY 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 CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. 
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS ASSIGNMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN 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 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 Secured Party 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 Section 11.6 of the Credit Agreement.


 


(c)                                  Except
as otherwise set forth in the Credit Agreement, 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 Secured Party and Grantors.


 


(d)                                 Except
as otherwise set forth in the Credit Agreement 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 Secured Party on such terms and conditions as
specified in the written instrument granting such waiver, consent or approval.


 


(e)                                  Any
failure or delay by Secured Party 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 Secured
Party’s right to


 


9

















 


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 Secured Party, its agents,
officers, or employees, but only by an instrument in writing, signed by an
officer of Secured Party and directed to Grantors, specifying such waiver.


 


(f)                                    If
any term or provision of this Assignment conflicts with any term or provision
of the Credit Agreement, the term or provision of the Credit Agreement 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.


 


(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.


 


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IN WITNESS WHEREOF, Borrower 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:

  	
   

  	
   

  
					



 


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SCHEDULE 1


 


Registered and Applied for Copyrights


 


	
  Copyright

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  
	
  Hard Rock Hotel Guitar

  	
   

  	
  VA

  	
   

  	
  VA 885961

  	
   

  	
  May 14, 1998

  	
   

  



 


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SCHEDULE 2


 


Licenses and Sublicenses Held


 


	
  Licensed

  Copyright

  	
   

  	
  Licensor

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


13

















 


SCHEDULE 3


 


Licenses of the Collateral


 


	
  Licensed

  Copyright

  	
   

  	
  Licensee

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration
  

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


14

















 


EXHIBIT A


TO


COPYRIGHT SECURITY INTEREST ASSIGNMENT


 


INSTRUMENT OF JOINDER


 


THIS INSTRUMENT OF JOINDER (“Joinder”) is executed as
of                 ,
20       , by
                                                           ,
a
                                                       
(“Joining Party”), and delivered to Bank of America, N.A., as Secured Party
under that certain Copyright Security Interest Assignment (the “Assignment”)
dated as of May 30, 2003 made by Hard Rock Hotel, Inc. (“Initial Grantor”), and
the other Grantors party thereto from time to time, in favor of Secured Party
for the ratable benefit of the Lenders referred to therein (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 Secured Party for the benefit of the Lenders
that are parties to that certain Credit Agreement dated as of May 30, 2003 by
and among initial Grantor, the Lenders and Secured Party as Administrative
Agent for the Lenders.


 


(B)                                Joining Party has
become a Subsidiary of Initial Grantor, and as such is required pursuant to the
Credit Agreement to become a Grantor.


 


(C)                                Joining Party expects
to realize direct and indirect benefits as a result of the availability of the
credit facilities under the Credit Agreement to Initial Grantor.


 


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, and will
be bound by all terms, conditions, and duties applicable to a Grantor under the
Assignment.


 


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


 


	
   

  	
  “Joining
  Party”

  
	
   

  	
   

  
	
   

  	
  ,

  	
   

  
	
   

  	
  a

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
  “Secured Party”

  	
   

  
	
   

  	
   

  
	
  BANK OF
  AMERICA , N.A.,

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
								



 


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