Exhibit 10.14


 


TRADEMARK SECURITY INTEREST ASSIGNMENT


 


This 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 (“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 Trademark 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’ 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 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 all rights under that certain
Trademark Sublicense Agreement dated October 24, 1997 between Peter A. Morton
and Borrower 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 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) 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 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


 


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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.


 


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, 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 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 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 trademark. 
Each Grantor authorizes Secured Party 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 Secured Party promptly if it knows, or has reason to know, of any
reason why any application, registration, or recording for a 


 


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Trademark 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 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 Secured Party’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 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 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 Secured Party 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 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 35 U.S.C. Section 261, 15 U.S.C. 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 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 Commissioner of Patents
and Trademarks or other appropriate federal, state or government office.


 


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(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 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 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 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


 


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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 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 Trademarks (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 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 Secured Party to take any such action at
any time.  All of Secured Party’s rights
and remedies, whether provided under Law, the


 


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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.


 


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


 


7

















 


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 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


 


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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
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 


 


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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 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 Trademarks


 


	
  Mark

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JIMMY JAM

  	
   

  	
  41

  	
   

  	
  2561779

  	
   

  	
  04/16/2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN ONLY

  	
   

  	
  42

  	
   

  	
  2500121

  	
   

  	
  10/23/2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIG BABY’S

  	
   

  	
  42

  	
   

  	
  2498138

  	
   

  	
  10/16/2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BABYS LAS
  VEGAS

  	
   

  	
  42

  	
   

  	
  2575472

  	
   

  	
  06/04/2002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BABY’S

  	
   

  	
  42

  	
   

  	
  2498137

  	
   

  	
  10/16/2001

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOOPS IN
  VEGAS

  	
   

  	
  41

  	
   

  	
  2240025

  	
   

  	
  04/13/1999

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DESIGN ONLY
  (GUITAR)

  	
   

  	
  41, 42

  	
   

  	
  2534438

  	
   

  	
  01/29/2002

  	
   

  



 


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SCHEDULE 2


 


Licenses and Sublicenses Held


 


	
  Licensed

  Mark

  	
   

  	
  Licensor

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  
	
  THE JOINT
  LAS VEGAS

  	
   

  	
  PETER MORTON

  	
   

  	
  41, 42

  	
   

  	
  2181672

  	
   

  	
  08/18/1998

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HARD ROCK
  HOTEL

  	
   

  	
  PETER MORTON

  	
   

  	
  42

  	
   

  	
  1909483

  	
   

  	
  08/01/1995

  	
   

  



 


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SCHEDULE 3


 


Licenses of the Collateral


 


	
  Licensed

  Mark

  	
   

  	
  Licensee

  	
   

  	
  Class

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration
  

  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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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 Bank of America, N.A., as Secured Party under that
certain Trademark 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:

  	
   

  	
   

  	
   

  	 

									



 


16