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EXHIBIT 4.1
FIRST AMENDMENT TO THE INDENTURE
This First Amendment to the Indenture dated May 30, 2000
(the "Amendment"), is entered into with reference to the Indenture dated as
of March 23, 1998 (the "Indenture"), between Hard Rock Hotel, Inc., a Nevada
corporation (the "Company"), and U.S. Bank Trust National Association, as
Trustee (the "Trustee") relating to the Company's 9 1/4% Senior Subordinated
Notes due 2005 (the "Securities").
The Trustee, acting with the consent of the Holders of a
majority in principal amount of the Securities then outstanding in accordance
with Section 10.2 of the Indenture, and the Company hereby agree to amend the
Indenture as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the same meanings set forth in the Indenture.
2. SECTION 4.3 - LIMITATION ON TRANSACTIONS WITH AFFILIATES. Section
4.3(b) of the Indenture is amended to include the following additional language:
"(x) the sale to Peter A. Morton or any entity one-hundred
percent (100%) owned, directly or indirectly, by Peter A. Morton of any
series of Company preferred stock that contain terms substantially the
same as the Company's 9 1/4% Series A Cumulative Preferred Stock
without regard to subscription price or liquidation preference,
provided that the liquidation preference for any series of preferred
stock shall be equal to the subscription price for such series of
preferred stock."
3. CONFIRMATION. In all other respects, the terms of the Indenture are
hereby confirmed.
IN WITNESS WHEREOF, the Company and the Trustee have executed
this Amendment as of the date first written above.
HARD ROCK HOTEL, INC.
By:
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Peter Morton
Title: Chairman of the Board, Chief Executive
Officer, President and Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
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Title:
