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Application and Opportunity for Hearing: Hard Rock Hotel, Inc.

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Start Preamble November 26, 2003.

The Securities and Exchange Commission gives notice that Hard Rock Hotel, Inc. has filed an application under section 304(d) of the Trust Indenture Act of 1939. Hard Rock Hotel asks the Commission to exempt from the certificate or opinion delivery requirements of section 314(d) of the 1939 Act certain provisions of an indenture dated May 30, 2003, as supplemental by indentures dated November 20, 2003, and November 24, 2003, between Hard Rock Hotel and U.S. Bank National Association, as trustee. The indenture relates to 87/8% Second Lien Notes due 2013.

Section 304(d) of the 1939 Act, in part, authorizes the Commission to exempt conditionally or unconditionally any indenture from one or more provisions of the 1939 Act. The Commission may provide an exemption under section 304(d) if it finds that the exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the 1939 Act.

Section 314(d) requires the obligor to furnish to the indenture trustee certificates or opinions of fair value from an engineer, appraiser or other expert upon any release of collateral from the lien of the indenture. The engineer, appraiser or other expert must opine that the proposed release will not impair the security under the indenture in contravention of the provisions of the indenture. The application requests an exemption from section 314(d) for specified of collateral that are made in Hard Rock Hotel's ordinary course of business.

In its application, Hard Rock Hotel alleges that:

1. The indenture permits Hard Rock Hotel to dispose of collateral in the ordinary course of its business;

2. Hard Rock Hotel will deliver to the trustee annual financial statements audited by certified independent accountants; and

3. Hard Rock Hotel will deliver to the trustee a semi-annual certificate stating that all dispositions of collateral during the relevant six-month period occurred in Hard Rock Hotel's ordinary course of business and that all of the proceeds were used as permitted by the indenture.Start Printed Page 67863

Any interested persons should look to the application for a more detailed statement of the asserted matters of fact and law. The application is on file in the Commission's Public Reference Section, File Number 222-28712, 450 Fifth Street, NW., Washington, DC 20549.

The Commission also gives notice that any interested persons may request, in writing, that a hearing be held on this matter. Interested persons must submit those requests to the Commission no later than December 31, 2003. Interested persons must include the following in their request for a hearing on this matter:

  • The nature of that person's interest;
  • The reasons for the request; and
  • The issues of law or fact raised by the application that the interested person desires to refute or request a hearing on.

The interested person should address this request for a hearing to: Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. At any time after December 31, 2003, the Commission may issue an order granting the application, unless the Commission orders a hearing.

Start Signature

For the Commission, by the Division of Corporation Finance, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

End Signature End Preamble

[FR Doc. 03-30154 Filed 12-3-03; 8:45 am]