AMENDMENT NO









EXHIBIT 10.6




AMENDMENT NO. 5 TO LOAN AGREEMENT




 




This Amendment No. 5 to Loan

Agreement dated as of December 28, 2001 (“Amendment”) is entered into with

reference to the Loan Agreement dated as of March 23, 1998, by and among Hard

Rock Hotel, Inc., a Nevada corporation (“Borrower”), the Lenders named therein,

and Bank of America, N.A. (under its former name, “Bank of America National

Trust and Savings Association”), as Administrative Agent (as amended by an

Amendment No. 1 dated April 10, 1998, an Amendment No. 2 dated March 31, 1999,

an Amendment No. 3 dated June 30, 2000, and an Amendment No. 4 dated March,

2001, the “Loan Agreement”).  The

Administrative Agent, acting with the consent of all of the Lenders in accordance

with the terms of the Loan Agreement, and Borrower hereby agree as follows:




 




1.             Definitions. 

Capitalized terms used herein are used with the meanings set forth for

those terms in the Loan Agreement.




 




2.             Deferment of Commitment Reduction.  The Lenders hereby agree to waive the

reductions to the amount of the Commitment otherwise required to occur on

December 31, 2001 by Section 2.6 of the Loan Agreement and, in furtherance

thereof, the definition of “Reduction Date” is hereby amended so that the

amount set forth opposite such date is “$0.”




 




3.             Conditions Precedent.  The effectiveness of this Amendment shall be conditioned upon the

receipt by the Administrative Agent of the following:




 




(a)           counterparts of this Amendment executed by Borrower and

the Administrative Agent, acting on behalf of the Lenders;




 




(b)           written consents to the execution, delivery and

performance hereof from all of the Lenders; and




 




(c)           receipt by the Administrative Agent, for the ratable

account of each of the Lenders in accordance with their respective Pro Rata

Shares, of an amendment fee equal to [[10]] basis points times the amount of

the Commitment.




 




4.             Representation and Warranty.  Borrower represents and warrants to the

Administrative Agent and the Lenders that no Default or Event of Default has

occurred and remains continuing.




 




5.             Confirmation. 

In all other respects, the terms of the Loan Agreement and the other

Loan Documents are hereby confirmed.




 




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of this page intentionally left blank - signature pages to follow]




 




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IN WITNESS WHEREOF, the

parties hereto have caused this Amendment to be duly executed as of the date

first above written.




 




	

   


  	

  HARD ROCK HOTEL, INC., a

  Nevada corporation


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Peter Morton


  
	

   


  	

   


  	

   


  	

  Peter Morton


  
	

   


  	

  Title:


  	

  President


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A., as

  Administrative Agent


  
	

   


  	

   


  
	

   


  	

  By: 


  	

  /s/ Janice Hammond


  
	

   


  	

            Janice Hammond, Vice President


  
					





 




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CONSENT OF

LENDER




 




This Consent of Lender is

delivered with reference to the Loan Agreement dated as of March 23, 1998, by

and among Hard Rock Hotel, Inc., a Nevada corporation, the Lenders named

therein, and Bank of America, N.A., as Administrative Agent (as amended, the

“Loan Agreement”). Capitalized terms used but not defined herein are used with

the meanings set forth for those terms in the Loan Agreement.




 




The undersigned Lender

hereby consents to the execution, delivery and performance of the proposed

Amendment No. 5 to Loan Agreement by the Administrative Agent on behalf of the

Lenders, substantially in the form presented to the undersigned as a draft.




 




	

  Bank of America NA


  	

   


  
	

  [Typed/Printed Name of Lender]


  
	

   


  
	

  By: 


  	

  /s/ Kristy Jackson


  	

   


  
	

   


  
	

  Title: 


  	

  Vice President


  	

   


  
	

   


  
	

  Date: 


  	

  12/28/01


  	

   


  
					





 




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CONSENT OF LENDER




 




This Consent of Lender is

delivered with reference to the Loan Agreement dated as of March 23, 1998, by

and among Hard Rock Hotel, Inc., a Nevada corporation, the Lenders named

therein, and Bank of America, N.A., as Administrative Agent (as amended, the

“Loan Agreement”). Capitalized terms used but not defined herein are used with

the meanings set forth for those terms in the Loan Agreement.




 




The undersigned Lender

hereby consents to the execution, delivery and performance of the proposed

Amendment No. 5 to Loan Agreement by the Administrative Agent on behalf of the

Lenders, substantially in the form presented to the undersigned as a draft.




 




	

  BANK OF SCOTLAND


  	

   


  
	

  [Typed/Printed Name of Lender]


  	

   


  
	

   


  
	

  By: 


  	

  /s/ Joseph Fratus


  	

   


  
	

              


  
	

  Title:


  	

  JOSEPH FRATUS


  	

   


  
	

                  Vice President


  
	

  Date:


  	

  Dec. 27, 2001


  	

   


  
					





 




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CONSENT OF

LENDER




 




This Consent of Lender is

delivered with reference to the Loan Agreement dated as of March 23, 1998, by

and among Hard Rock Hotel, Inc., a Nevada corporation, the Lenders named

therein, and Bank of America, N.A., as Administrative Agent (as amended, the

“Loan Agreement”). Capitalized terms used but not defined herein are used with

the meanings set forth for those terms in the Loan Agreement.




 




The undersigned Lender

hereby consents to the execution, delivery and performance of the proposed

Amendment No. 5 to Loan Agreement by the Administrative Agent on behalf of the

Lenders, substantially in the form presented to the undersigned as a draft.




 




	

  Comerica West Incorporated


  	

   


  
	

  [Typed/Printed Name of Lender]


  	

   


  
	

   


  
	

  By: 


  	

  /s/ Eoin P. Collins


  	

   


  
	

             Eoin P. Collins


  
	

  Title: 


  	

  Vice President


  	

   


  
	

   


  
	

  Date: 


  	

  12/28/2001


  	

   


  
					





 




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