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                                                                   Exhibit 10.15

                      CONSTRUCTION DEED OF TRUST, LEASEHOLD
                        DEED OF TRUST AND FIXTURE FILING,
                       WITH ASSIGNMENT OF LEASES AND RENTS


                                       BY


                        PREMIER ENTERTAINMENT BILOXI LLC
   A DELAWARE LIMITED LIABILITY COMPANY (SUCCESSOR IN INTEREST BY MERGER WITH
      PREMIER ENTERTAINMENT, LLC, A MISSISSIPPI LIMITED LIABILITY COMPANY)
                                    "PREMIER"


                                   IN FAVOR OF
                                  STRATTON BULL
                              "REAL ESTATE TRUSTEE"


                               FOR THE BENEFIT OF
                         U.S. BANK NATIONAL ASSOCIATION,
                         A NATIONAL BANKING ASSOCIATION

                                  "BENEFICIARY"

THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE FILING TO BE INDEXED
AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN. THE OWNERS OF THE
FEE INTERESTS IN THE REAL ESTATE DESCRIBED HEREIN ARE: PREMIER, STATE OF
MISSISSIPPI, AND THE CITY OF BILOXI.


PREPARED BY AND AFTER                            PLEASE SEND TAX NOTICE
RECORDING RETURN TO:                             INFORMATION FOR BENEFICIARY TO:
STRATTON BULL (MSB 7489)
PHELPS DUNBAR LLP                                ------------------------
P.O. BOX 23066
JACKSON, MS 39225                                ------------------------
601.352-2300
                                                 ------------------------

INDEXING INSTRUCTIONS:
TO THE CHANCERY CLERK OF THE SECOND JUDICIAL DISTRICT OF HARRISON COUNTY
MISSISSIPPI:

PART OF BILOXI SECTION BLOCKS 100, 130, AND 130.5 IN FRACTIONAL SECTION 27,
TOWNSHIP 7 SOUTH, RANGE 9 WEST, BILOXI, HARRISON COUNTY, SECOND JUDICIAL
DISTRICT, MISSISSIPPI.

                                                               EXECUTION VERSION

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                       Page
                                                                                       ----
<S>                                                                                      <C>
ARTICLE 1. DEFINITIONS....................................................................4

     Section 1.1     Certain Defined Terms................................................4

ARTICLE 2. REPRESENTATIONS AND WARRANTIES................................................10

     Section 2.1     Subdivision.........................................................10
     Section 2.2     Primary Leases......................................................10

ARTICLE 3. AFFIRMATIVE COVENANTS.........................................................10

     Section 3.1     Obligations of Premier..............................................11
     Section 3.2     Indemnity...........................................................11
     Section 3.3     Reimbursement.......................................................12
     Section 3.4     Tax Receipts........................................................12
     Section 3.5     Right of Entry......................................................12
     Section 3.6     Primary Leases Preservation Covenants...............................13
     Section 3.7     Landlord Bankruptcy Proceeding......................................15
     Section 3.8     Nature of Beneficiary's Interest....................................17
     Section 3.9     Application of Proceeds.............................................17
     Section 3.10    Premier Bankruptcy..................................................17

ARTICLE 4. NEGATIVE COVENANT.............................................................18

ARTICLE 5. ENVIRONMENTAL PROVISIONS......................................................18

     Section 5.1     Covenants...........................................................18
     Section 5.2     Inspection and Receivership Rights..................................19
     Section 5.3     Release and Indemnity...............................................20
     Section 5.4     Survival............................................................21

ARTICLE 6. CONDEMNATION..................................................................21

ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES OF BENEFICIARY.................................21

     Section 7.1     Events of Default...................................................21
     Section 7.2     Power of Sale.......................................................22
     Section 7.3     Proof of Default....................................................23
     Section 7.4     Protection of Security..............................................23
     Section 7.5     Receiver............................................................24
     Section 7.6     Curing of Defaults..................................................24
     Section 7.7     Inspection Rights...................................................25
     Section 7.8     Judgment on Environmental Provision.................................26
     Section 7.9     Foreclosure.........................................................26
</Table>

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<Table>
<S>                                                                                      <C>
     Section 7.10    Sale of Property....................................................26
     Section 7.11    Credit Bid..........................................................27
     Section 7.12    Right to Complete Construction......................................27
     Section 7.13    Stoppage of Construction by Beneficiary.............................27
     Section 7.14    Remedies Cumulative.................................................28

ARTICLE 8. FIXTURE FILING................................................................28

ARTICLE 9. ASSIGNMENT OF LEASES AND RENTS................................................28

     Section 9.1     Assignment..........................................................28
     Section 9.2     License.............................................................28
     Section 9.3     Effect of Assignment................................................29
     Section 9.4     Leasing Covenants...................................................29
     Section 9.5     Application of Rents................................................29
     Section 9.6     Estoppel Certificates...............................................30
     Section 9.7     Remedies............................................................30
     Section 9.8     Definitions.........................................................30

ARTICLE 10. MISCELLANEOUS................................................................30

     Section 10.1    Successor Real Estate Trustee.......................................30
     Section 10.2    Change of Law.......................................................31
     Section 10.3    No Waiver...........................................................31
     Section 10.4    Abandonment.........................................................31
     Section 10.5    Notices.............................................................31
     Section 10.6    Survival............................................................32
     Section 10.7    Severability........................................................32
     Section 10.8    References to Foreclosure...........................................33
     Section 10.9    Joinder of Foreclosure..............................................33
     Section 10.10   Rights of Beneficiary and Real Estate Trustee.......................33
     Section 10.11   Subordination.......................................................33
     Section 10.12   No Merger...........................................................33
     Section 10.13   Performance by Premier..............................................34
     Section 10.14   Personalty Security Instruments.....................................34
     Section 10.15   Suits to Protect Property...........................................34
     Section 10.16   Waiver of Statute of Limitations....................................34
     Section 10.17   Entire Agreement....................................................34
     Section 10.18   Incorporation.......................................................35
     Section 10.19   Waiver of Marshaling Rights.........................................35
     Section 10.20   Acceptance of Trust; Powers and Duties of Real Estate Trustee.......35
     Section 10.21   Releases, Extensions, Modifications, and Additional Security........36
     Section 10.22   Reconveyance........................................................36
     Section 10.23   Subrogation.........................................................36
     Section 10.24   Rules of Construction...............................................36
     Section 10.25   Successors in Interest..............................................36
     Section 10.26   No Offset...........................................................37
</Table>

                                                               EXECUTION VERSION

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<Table>
     <S>                                                                                 <C>
     Section 10.27   Governing Law.......................................................37
     Section 10.28   Consent of Hard Rock STP and Hark Rock Licensing....................37
     Section 10.29   Gaming Laws.........................................................37
</Table>

                                                               EXECUTION VERSION

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         CONSTRUCTION DEED OF TRUST, LEASEHOLD DEED OF TRUST AND FIXTURE
                   FILING, WITH ASSIGNMENT OF LEASES AND RENTS

          This Construction Deed of Trust, Leasehold Deed of Trust and Fixture
Filing, with Assignment of Leases and Rents (this "DEED OF TRUST") is made as of
and effective January____, 2004, by PREMIER ENTERTAINMENT BILOXI LLC, a Delaware
limited liability company (successor in interest by merger with Premier
Entertainment, LLC, a Mississippi limited liability company) ("PREMIER"), whose
address is 11400 Reichold Road, Gulfport, MS 39503, to STRATTON BULL (the "REAL
ESTATE TRUSTEE"), whose address is c/o Phelps Dunbar LLP, 111 East Capitol
Street, Suite 600, Jackson, MS 39201, for the benefit of U.S. BANK NATIONAL
ASSOCIATION, A NATIONAL BANKING ASSOCIATION, as trustee under the Indenture (as
defined below) for the benefit of the holders from time to time of the First
Mortgage Notes (as defined below) (in such capacity, together with its
successors and assigns in such capacity, the "BENEFICIARY"), whose address is 60
Livingston Avenue, St. Paul, MN 55107-2292. Defined terms used herein shall have
the meanings described to them in Article 1.

                                   WITNESSETH:

          Premier does irrevocably grant, transfer, and assign to Real Estate
Trustee, in trust, with power of sale, all Premier's right, title, and interest
now owned or later acquired in the real property ("LAND") described in attached
EXHIBIT A, incorporated by reference, including the fee interests of Premier in
such lands and the leasehold interests of Premier created by the Primary Leases
(as defined herein), including the Tidelands Lease and the Lease and Air Rights
Agreement, all located in the Second Judicial District of Harrison County,
Mississippi (Premier agrees that any greater title to the Land later acquired
during the term of this Deed of Trust will be subject to this Deed of Trust);

          Together with Premier's entire estate as lessee under the Primary
Leases, pursuant to which Primary Leases the lessors described in EXHIBIT B
(each, together with each lessor's successors and assigns, including its estate
and anyone acting on its behalf in any bankruptcy, and including any debtor in
possession acting on its behalf, a "LANDLORD") demised to Premier those certain
plot(s), piece(s), and parcel(s) of land more particularly described in
connection with those Primary Leases in EXHIBIT A (the "PREMISES", and all of
which shall also constitute "LAND" and, as to Premier's leasehold estate, part
of the "PROPERTY"). The "PRIMARY LEASES" also include the following:

          (a)  The leasehold estate under the Primary Leases, together with all
     credits, deposits, options to renew, privileges, rights (including rights
     of possession and occupancy and regarding Loss Proceeds), benefits, estate,
     title, and interest of Premier as tenant under the Primary Leases, claims
     of Premier against Landlord, rights of Premier to give any Landlord any
     notices under the Primary Leases, and all rights of Premier to enforce
     against any Landlord any negative or affirmative covenants of such Landlord
     in the Primary Leases (all, collectively, the "LEASEHOLD RIGHTS");

          (b)  All of Premier's claims and rights to the payment of damages that
     may arise from any Landlord's failure to perform under the Primary Leases,
     rejection or disaffirmance of the Primary Leases under any Bankruptcy Law,
     or violation or breach

                                                               EXECUTION VERSION

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     by any Landlord under the Primary Leases, and all damages and other sums
     payable pursuant thereto (collectively, the "PRIMARY LEASES DAMAGE
     CLAIMS"); and

          (c)  To the exclusion of Premier, all of Premier's rights and remedies
     arising at any time under, or pursuant to, Bankruptcy Code Section 365(h),
     including Premier's right to elect to treat the Primary Leases as
     terminated, and Premier's right to remain in possession under the Primary
     Leases if any Landlord rejects or disaffirms it under Bankruptcy Code
     Section 365(h) or any other Bankruptcy Law, or any comparable right under
     any other Bankruptcy Law, together with all claims, suits, actions,
     proceedings, rights, remedies, and privileges related thereto or arising
     therefrom, including Premier's right to claim any offsets against Primary
     Rent together with the right to file and prosecute, to the exclusion of
     Premier, any proofs of claim, complaints, motions, applications, notices,
     and other documents in any case relating to any Landlord under the
     Bankruptcy Code (all, collectively, the "365(h) RIGHTS").

          Premier's assignment of the Primary Leases Damage Claims and, the
365(h) Rights: (a) is a present, irrevocable, and unconditional assignment (not
an assignment as security or in the future); (b) shall continue in effect until
all Indebtedness has have been satisfied and discharged in full; and (c) which
will be exercised in accordance with the terms as set forth herein.

          Together with the rents, issues, and profits, subject however, to the
right, power, and authority granted to Premier in this Deed of Trust to collect
and apply the rents, issues, and profits; and

          Premier also irrevocably GRANTS, TRANSFERS, AND ASSIGNS to Real Estate
Trustee, IN TRUST, WITH POWER OF SALE, all of Premier's right, title, and
interest now owned or later acquired to the following property (including the
rights or interests pertaining to the property) located at or to be constructed
on the Property:

          (1)  all buildings ("BUILDINGS"), structures, facilities and
     improvements of every nature now or later on the Land, and all
     appurtenances, easements, water and water rights, and pumps and pumping
     plants; all gaming equipment and devices, all machinery, equipment,
     appliances, and fixtures for generating or distributing air, water, heat,
     electricity, light, fuel, or refrigeration or for ventilating or sanitary
     purposes or for the exclusion of vermin or insects or for the removal of
     dust, refuse, or garbage; all wall safes, built-in furniture, and
     installations, shelving, lockers, partitions, doorstops, vaults, elevators,
     dumbwaiters, awnings, window shades, venetian blinds, light fixtures, fire
     hoses and brackets and boxes for them, fire sprinklers, alarm systems,
     draperies, drapery rods and brackets, screens, linoleum, carpets,
     furniture, furnishings, fixtures, plumbing, laundry tubs and trays,
     iceboxes, refrigerators, heating units, stoves, water heaters,
     incinerators, communication systems and installations for which any
     Building is specially designed and including the whole of any vessels
     permanently moored and/or in any way affixed to the Land, together with all
     materials, equipment and accessories now or from time to time installed
     thereon, and substitutions therefor, whether now existing or hereafter
     acquired, including without limitation its boilers, engines, machinery,
     masts, spars, boats, cables, motors, navigation and radar equipment, tools,
     anchors, chains,

                                                               EXECUTION VERSION

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     booms, cranes, rigs, pumps, pipe, tanks, tackle, apparel, furniture,
     fixtures, rigging, supplies, fittings and machinery, equipment and
     accessories relating to gaming operations (including but not limited to all
     gaming supplies, table games, money counting and wrapping equipment, casino
     related signage, gaming equipment (as hereinafter defined) and
     communication systems, visual and electronic surveillance systems and
     transportation systems), tools, utensils, food and beverage, liquor,
     uniforms, linens, housekeeping and maintenance supplies, fuel, all
     financial equipment, computer equipment, calculators, adding machines and
     any other electronic equipment of every nature used in connection with the
     operation of the vessel, all machinery, equipment, engines, appliances and
     fixtures for generating or distributing air, water, heat, electricity,
     light, fuel or refrigeration, or for ventilating or sanitary purposes, or
     for the exclusion of vermin or insects, or for the removal of dust, refuse
     or garbage, all wall-beds, wall-safes, built-in furniture and
     installations, shelving, lockers, partitions, doorstops, vaults, motors,
     elevators, dumbwaiter, awnings, window shades, venetian blinds, light
     fixtures, fire hoses and brackets and boxes for the same, fire sprinklers,
     alarm, surveillance and security systems, computers, drapes, drapery rods
     and brackets, mirrors, mantels, screens, linoleum, carpets and carpeting,
     plumbing, bathtubs, showers, sinks, basins, pipes, faucets, water closets,
     laundry equipment, washers, dryers, ice-boxes and heating units, all
     kitchen and restaurant equipment, including but not limited to silverware,
     dishes, menus, cooking utensils, stoves, refrigerators, ovens, ranges,
     dishwashers, disposals, water heaters, incinerators, furniture, fixtures
     and furnishings, all cocktail lounge supplies, including but not limited to
     bars, glassware, bottles and tables used in connection with the vessel, all
     chaise lounges, hot tubs, swimming pool heaters and equipment, and all
     other recreational equipment (computerized and otherwise), beauty and
     barber equipment, and maintenance supplies used in connection with the
     vessel, all specifically designed installations and furnishings, and all
     furniture, furnishings and personal property of every nature whatsoever now
     or hereafter owned or leased by the Mortgagor or in which the Mortgagor has
     any rights or interest and located in or on, or attached to, or used or
     intended to be used or which are now or may hereinafter be appropriated for
     use on or in connection with the operation of the vessel, or in connection
     with any construction being conducted or which may be conducted thereon,
     and all extensions, additions, accessions, improvements, betterments,
     renewals, substitutions, and replacements to any of the foregoing, all of
     which (to the fullest extent permitted by law) shall be conclusively deemed
     appurtenances to the vessel, all earnings, freight, sub-freights, charter
     hires and sub-charter hires, if any, and all other appurtenances to the
     vessel appertaining or belonging, whether now owned or hereafter acquired,
     whether on board or not, and all additions, improvements and replacements
     hereafter made in or to the vessel, all of these items, whether now or
     later installed, being declared to be for all purposes of this Deed of
     Trust a part of the Land, the specific enumerations in this Deed of Trust
     not excluding the general, all of these items, whether now or later
     installed, being declared to be for all purposes of this Deed of Trust a
     part of the Land, the specific enumerations in this Deed of Trust not
     excluding the general;

          (2)  the rents, issues, profits, and proceeds; and

          (3)  the Property to the extent not included in clauses (1) and (2)
     above.

                                                               EXECUTION VERSION

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          The foregoing grant being for the purpose of securing the payment and
performance when due of all Indebtedness (as defined herein). The final maturity
date of the Indebtedness is the Final Maturity (as defined herein). This Deed of
Trust is for commercial purposes and secures not only existing indebtedness or
advances made contemporaneously with the execution hereof, but also future
advances, whether obligatory or optional, or both, to the same extent as if such
future advances were made contemporaneously with the execution of this Deed of
Trust, even if no advance is made at the time of execution of this Deed of
Trust, and even if no indebtedness is outstanding at the time any advance is
made.

                                   ARTICLE 1.
                                   DEFINITIONS

          SECTION 1.1     CERTAIN DEFINED TERMS.

          As used in this Deed of Trust the following terms will have the
following meanings:

          BANKRUPTCY CODE:  Title 11 of the United States Code entitled
"Bankruptcy".

          BANKRUPTCY LAW:  The Bankruptcy Code together with any other
Bankruptcy, insolvency, reorganization, moratorium or similar law of any
jurisdiction to which a pertinent Person is subject.

          BENEFICIARY:  The Beneficiary as defined above in this Deed of Trust.

          BUILDINGS:  The Buildings as defined above in this Deed of Trust.

          BUSINESS DAY:  Any day other than a Legal Holiday.

          CAFE LEASE AGREEMENT:  The Lease Agreement (Cafe) dated as of December
30, 2003, between Hard Rock STP, as lessee, and Premier, as lessor.

          COLLATERAL DOCUMENTS:  This Deed of Trust and all other documents now
or later securing any part of the payment of the Indebtedness or the observance
or performance of the Indebtedness.

          CONSENT AND ACKNOWLEDGEMENT AGREEMENT:  That certain Consent and
Acknowledgement Agreement by and among Hard Rock STP, Hard Rock Licensing,
Premier, Premier Finance Biloxi Corp., a Delaware corporation, GAR, LLC, a
Mississippi limited liability company, AA Capital Biloxi Co-Investment Fund,
L.P., a Delaware limited partnership, AA Capital Equity Fund, L.P., a Delaware
limited partnership and the Trustee of even date herewith.

          DEFAULT RATE:  A rate of interest per annum equal to ten and three
fourths percent (10 3/4%).

                                                               EXECUTION VERSION

                                        4
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          DISBURSEMENT AGREEMENT:  The Cash Collateral and Disbursement
Agreement dated as of the date of the Indenture, among the Issuer, the
Beneficiary as trustee, the Independent Construction Consultant (as defined
therein) and the Beneficiary as disbursement agent, as the same may be amended,
modified or supplemented from time to time.

          ENVIRONMENTAL PROVISION:  The Environmental Provision as defined in
Section 7.8 of this Deed of Trust.

          FACILITY:  The Hard Rock Hotel & Casino Biloxi, a full service gaming,
hotel and entertainment resort and certain related amenities to be developed
upon approximately 8.5 acres along the Mississippi Gulf Coast in Biloxi,
Mississippi.

          FINAL MATURITY: February 1, 2012

          FIRST MORTGAGE NOTES:  The $150,000,000.00 (that may be increased to
$180,000,000.00 pursuant thereto) aggregate principal amount of 10 3/4% First
Mortgage Notes due 2012 issued or which may hereafter be issued by the Issuer
under the Indenture, together with all other notes issued under the Indenture,
including all notes issued in exchange or replacement thereof.

          FIXTURES:  All fixtures located on the Improvements (as defined in
this Deed of Trust) or now or later installed in, or used in connection with,
any of the Improvements, including, but not limited to, all gaming equipment and
devices, partitions, screens, awnings, motors, engines, boilers, furnaces,
pipes, plumbing, elevators, cleaning and sprinkler systems, fire extinguishing
apparatus and equipment, water tanks, heating, ventilating, air conditioning and
air cooling equipment, built-in refrigerators, and gas and electric machinery,
appurtenances, and equipment, whether or not permanently affixed to the Land or
the Improvements.

          HARD ROCK DOCUMENTS: Collectively the License Agreement, Memorabilia
Lease, Cafe Lease Agreement and Retail Store Lease Agreement.

          HARD ROCK LICENSING: Hard Rock Licensing, Inc., a Florida corporation.

          HARD ROCK STP: Hard Rock Cafe International, STP, Inc., a New York
corporation.

          HAZARDOUS SUBSTANCE:

          (a)  any oil, flammable substance, explosive, radioactive material,
hazardous waste or substance, toxic waste or substance or any other waste,
material, or pollutant that

               (i)   poses a hazard to the Property or to persons on the
     Property, or

               (ii)  causes the Property to be in violation of any Hazardous
     Substance Law;

          (b)  asbestos in any form;

                                                               EXECUTION VERSION

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          (c)  urea formaldehyde foam insulation;

          (d)  transformers or other equipment that contain dielectric fluid
containing levels of polychlorinated biphenyls;

          (e)  radon gas;

          (f)  any chemical, material, or substance defined as or included in
the definition of "hazardous substance," "hazardous substances," "hazardous
wastes," "hazardous materials", "extremely hazardous waste," "restricted
hazardous waste," or "toxic substances" or words of similar import under any
applicable local, state, or federal law or under the regulations adopted or
publications promulgated pursuant to those laws;

          (g)  any other chemical, material, or substance that may pose a hazard
to the environment.

          HAZARDOUS SUBSTANCE CLAIM:  Any enforcement, cleanup, removal,
remedial, or other governmental, regulatory, or private actions, agreements, or
orders threatened, instituted, or completed pursuant to any Hazardous Substance
Law, together with all claims made or threatened by any third party against
Borrower or the Property relating to damage, contribution, cost-recovery
compensation, loss, or injury resulting from the presence, release or discharge
of any Hazardous Substance.

          HAZARDOUS SUBSTANCE LAW:  Any federal, state, or local law, ordinance,
regulation, or policy relating to the environment, health, and safety, any
Hazardous Substance (including, without limitation, the use, handling,
transportation, production, disposal, discharge, or storage of the substance),
industrial hygiene, soil, groundwater, and indoor and ambient air conditions or
the environmental conditions on the Property, including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
[42 USCS SECTIONS 9601 ET SEQ.], as amended from time to time; the Hazardous
Substances Transportation Act [49 USCS SECTIONS 1801 ET SEQ.], as amended from
time to time; the Resource Conservation and Recovery Act [42 USCS SECTIONS 6901
ET SEQ.], as amended from time to time; and the Federal Water Pollution Control
Act [33 USCS SECTIONS 1251 ET SEQ.], as amended from time to time.

          IMPOSITIONS:  All real estate and personal property taxes and other
taxes and assessments, water and sewer rates and charges, and all other
governmental charges and any interest or costs or penalties with respect to
those charges, assessments, or taxes, ground rent and charges for any easement
or agreement maintained for the benefit of the Property, general and special,
ordinary and extraordinary, foreseen or unforeseen, of any kind that at any time
prior to or after the execution of the Loan Documents may be assessed, levied,
imposed, or become a lien on the Property or the rent or income received from
the Property, or any use or occupancy of the Property; and any charges,
expenses, payments, or assessments of any nature, if any, that are or may become
a lien on the Property or the rent or income received from the Property.

          IMPROVEMENTS:  All Buildings, structures, facilities, improvements,
and appurtenances on the Land of every nature, including any vessels permanently
moored on the Land and all appurtenances and accessories and additions or any
such vessel, and all

                                                               EXECUTION VERSION

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improvements, additions, and replacements of those improvements and other
buildings and improvements, at any time later constructed or placed on the Land.

          INDEBTEDNESS:  All covenants, agreements and payment and other
obligations of the Issuer under the Indenture, the First Mortgage Notes and the
Collateral Documents, including payment and performance of every obligation of
Premier in this Deed of Trust.

          INDENTURE:  The Indenture dated as of the date hereof, among the
Issuer and the Beneficiary as trustee, relating to the First Mortgage Notes, as
the same may be amended, modified or supplemented from time to time.

          INTERCREDITOR AGREEMENT:  The Intercreditor dated as of January 23,
2004, between Trustee and Rank America, Inc., a Delaware corporation.

          ISSUER:  Collectively, Premier, jointly and severally with Premier
Finance Biloxi Corp., a Delaware corporation, and a wholly-owned subsidiary of
Premier.

          LAND:  The Land as defined above in this Deed of Trust.

          LANDLORD:  The Landlord as defined above in this Deed of Trust.

          LEASE AND AIR RIGHTS AGREEMENT:  The Lease and Air Rights Agreement
between the City of Biloxi, Mississippi, as Lessor, and Premier, as Lessee, as
further identified on attached Exhibit B.

          LEASEHOLD IMPAIRMENT:  The Leasehold Impairment as defined in Section
3.6 in this Deed of Trust.

          LEGAL HOLIDAY:  A Saturday, a Sunday or a day on which banking
institutions in the City of New York, the State of Mississippi or at a place of
payment are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holi-day at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the interven-ing period.

          LEASEHOLD RIGHTS:  The Leasehold Rights as defined above in this Deed
of Trust.

          LOAN:  The loan secured by this Deed of Trust and evidenced by the
First Mortgage Notes.

          LOAN DOCUMENTS:  The First Mortgage Notes, the Indenture and the
Collateral Documents.

          NEW LEASE:  After a Primary Lease terminates or expires for any
reason, any new, replacement, or substitute Primary Leases issued to or obtained
by Beneficiary or its Beneficiary's Representative for or in place of the former
Primary Leases, whether under any terms of the former Primary Leases, by
agreement with Landlord, or otherwise.

          NOTEHOLDERS:  All of the holders from time to time of the First
Mortgage Notes.

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          OBLIGATIONS:  All of the covenants, promises, and other obligations
(other than the Indebtedness):

               (a)   made or owing by Premier to or due to Beneficiary under or
as set forth in the Loan Documents, and

               (b) made or owing by Premier to every other Person, a breach of
          which would or may affect Premier's ownership, development, or
          operation of the Property.

          PAYMENTS:  The Payments as defined in Section 9.1 of this Deed of
Trust.

          PERSON: Any natural person, corporation, limited liability company,
partnership, firm, association, government, governmental agency, or any other
entity, whether acting in an individual, fiduciary, or other capacity.

          PERSONALTY: Premier's interest in all accounts, contract rights, and
general intangibles (specifically including any insurance proceeds and
condemnation awards) arising out of the ownership, development, or operation of
the Property, and all furniture, furnishings, equipment, machinery, construction
materials and supplies, leasehold interests in personal property, and all other
personal property (other than Fixtures) now or later on the Property, together
with all present and future attachments, accessions, replacements,
substitutions, and additions, and the cash and noncash proceeds.

          PLANS AND SPECIFICATIONS: The final set of architectural, structural,
mechanical, electrical, grading, sewer, water, street, and utility plans and
specifications for the Improvements, including all supplements, amendments, and
modification.

          PLEDGE PROVISIONS: "Pledge Provisions" shall mean: (i) the terms and
conditions of the Consent and Acknowledgement Agreement, the Subordination
Non-Disturbance and Attornment Agreement for the Cafe Lease Agreement and the
Subordination Non-Disturbance and Attornment for the Retail Store Lease
Agreement, and (ii) the appropriate provisions of the Hard Rock Documents
governing (a) the pledge of the rights created therein as collateral for any
loan arising from or related to the Facility, or (b) the assignment or other
transfer of Premier's interest in the applicable Hard Rock Document(s),
including, but not limited to, Sections 16 and 24 of the License Agreement,
Section 19(B) of the Memorabilia Lease, Section 29 of the Cafe Lease Agreement
and Section 29 of the Retail Store Lease Agreement.

          PREMIER:  Premier as defined above in this Deed of Trust.

          PREMISES:  The Premises as defined above in this Deed of Trust.

          PRIMARY LEASES: All of the leases described in attached EXHIBIT B,
incorporated by reference, as amended, restated, renewed, modified, supplemented
or extended from time to time.

          PRIMARY LEASES DAMAGES CLAIMS:  The Primary Leases Damages Claims as
defined above in this Deed of Trust.

                                                               EXECUTION VERSION

                                        8
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          PRIMARY RENT: All payments the Primary Leases require Premier to pay,
including rentals, basic rent, and additional rent, and any other payments,
sums, or charges payable or required to be paid under the Primary Leases,
whether to Landlord or to a third party.

          PROPERTY:  The Land, the Primary Leases, the Improvements, the
Fixtures, and the Personalty, together with:

               (c)   all rights, privileges, tenements, hereditaments, rights of
          way, easements, and appurtenances of the Land or the Improvements now
          or later belonging to the Property and all right, title, and interest
          of Premier in any streets, ways, alleys, strips, or gores of land
          adjoining the Land; and

               (d)   all of Premier's right, title, and interest in the Land,
          the Improvements, the Fixtures, and the Personalty, including any
          award for any change of grade of streets affecting the Land, the
          Improvements, the Fixtures, or the Personalty.

          REAL ESTATE TRUSTEE:  The Real Estate Trustee as defined above in this
Deed of Trust.

          RECEIVER:  Any trustee, receiver, custodian, fiscal agent, liquidator,
or similar officer.

          RELEASE:  Any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the
environment, including continuing migration, of Hazardous Substances that goes
into the soil, surface water, or groundwater of the Property, whether or not
caused by, contributed to, permitted by, acquiesced to, or known to Premier.

          RETAIL STORE LEASE AGREEMENT: The Lease Agreement (Retail Store) dated
as of December 30, 2003, between Hard Rock STP, as lessee, and Premier, as
lessor.

          SPACE LEASES:  The Space Leases as defined in Section 9.1 of this Deed
of Trust.

          SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT FOR THE CAFE
LEASE AGREEMENT: That certain Subordination Non-Disturbance and Attornment
Agreement by and between the Trustee and Hard Rock Cafe International (STP),
Inc.

          SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT FOR THE RETAIL
STORE LEASE AGREEMENT: That certain Subordination Non-Disturbance and Attornment
Agreement by and between the Trustee and Hard Rock Cafe International (STP),
Inc.

          365(h) RIGHTS:  The 365(h) Rights as defined above.

          TIDELANDS LEASE: The Public Trust Tidelands Lease dated as of October
27, 2003, between the Secretary of State, with the approval of the Governor, for
and on behalf of the

                                                               EXECUTION VERSION

                                        9
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State of Mississippi, as lessor, and Premier Entertainment, LLC, a Mississippi
limited liability company (predecessor in interest to Premier), as Lessee, as
further identified on attached Exhibit B.

          TRUSTEE:  U.S. Bank National Association, a national banking
association, as trustee under the Indenture for the benefit of the Noteholders.

          WORK:  The construction of the Improvements on the Property in
accordance with the Plans and Specifications.

                                   ARTICLE 2.
                         REPRESENTATIONS AND WARRANTIES

          Premier represents and warrants to Beneficiary that as of the date of
this Deed of Trust:

          SECTION 2.1     SUBDIVISION.

          Premier warrants that the Land has been subdivided from all other
property consistent with all zoning and other applicable laws and use
restrictions and all other governmental regulations applicable to the Property.

          SECTION 2.2     PRIMARY LEASES.

          Each Primary Lease is valid and subsisting and is in full force and
effect in accordance with its terms. It has not been modified, whether in
writing or pursuant to any purported oral modification, except as set forth in
Exhibit "B." Premier has delivered to Beneficiary a true, correct, and complete
copy of each Primary Lease, including all existing amendments, modifications,
and waivers. Each Primary Lease, or a memorandum thereof, has been duly
recorded. All Primary Rent due through and including the effective date hereof
has been paid. Premier has performed all its presently accrued obligations under
the Primary Leases. No default by any party exists under the Primary Leases.
Premier enjoys the quiet and peaceful possession of the leasehold estate created
by the Primary Leases. This Deed of Trust conforms and complies with the Primary
Leases, does not constitute a violation or default under a Primary Lease, and is
and will at all times constitute a valid lien (subject only to Permitted Liens
(as defined in the Indenture)) on Premier's entire leasehold estate created by
the Primary Leases. Any exercise of Beneficiary's remedies does not and will not
constitute a breach or default under the Primary Leases.

                                   ARTICLE 3.
                              AFFIRMATIVE COVENANTS

          Until the entire Indebtedness has been paid in full, Premier covenants
to and agrees with Beneficiary as follows:

                                                               EXECUTION VERSION

                                       10
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          SECTION 3.1     OBLIGATIONS OF PREMIER.

          Premier will pay the Indebtedness and Premier will continue to be
liable for the payment of the Indebtedness until it has been paid in full.
Premier will timely perform all the covenants, agreements, terms, and conditions
to be performed by Premier:

               (i)        under this Deed of Trust;

               (ii)       as required of Premier under each document and
     agreement constituting one of the Collateral Documents;

               (iii)      under all other agreements between Premier and
     Beneficiary in accordance with the respective terms of the agreement; and

               (iv)       as required of Premier under all other agreements to
     which Premier is a party with respect to the Property.

          SECTION 3.2     INDEMNITY.

          (a)  If any action or proceeding (whether judicial, regulatory, or
administrative) is threatened or commenced, except an action to foreclose this
Deed of Trust or to collect the Indebtedness,

               (i)        that affects the Property or any portion of it,

               (ii)       in which Beneficiary is or could be made a party, or

               (iii)      in which it becomes necessary to defend or uphold the
     lien of this Deed of Trust,

then all costs, fees, and expenses incurred by Beneficiary with respect to the
action or proceeding (including, without limitation, attorney fees and expenses)
will, within ten (10) days after the submission of bills for the costs to
Premier, be paid directly to the billing party by Premier.

          (b)  In addition, Premier agrees to pay all costs, including, without
limitation, attorney fees and expenses, incurred by Beneficiary in enforcing the
terms of this Deed of Trust or the terms of any of the Loan Documents, whether
or not suit is filed. Premier agrees to indemnify and hold Beneficiary and
Noteholders harmless from all liability, loss, damage, or expense (including,
without limitation, attorney fees) that it or they may incur under this Deed of
Trust, or in connection with the making of any of the loans or financial
arrangements secured by this Deed of Trust, the enforcement of any of
Beneficiary's rights or remedies, any action taken by Beneficiary under this
Deed of Trust, or by reason or in defense of any claims and demands that may be
asserted against Beneficiary or Noteholders arising out of the Property.

          (c)  On the failure of Premier to make timely payment pursuant to the
terms of Section 3.2(a) of this Deed of Trust after five (5) days written notice
of such failure, the payment may be paid by Beneficiary. Sums of money paid by
Beneficiary, and sums owed to Beneficiary pursuant to Section 3.2(b) of this
Deed of Trust, together with interest at the Default Rate from

                                                               EXECUTION VERSION

                                       11
<Page>

the date Beneficiary makes the payment or incurs the loss, will be secured by
this Deed of Trust, prior to any right, title, or interest in or claim on the
Property attaching or accruing subsequent to the lien of this Deed of Trust, and
will be payable by Premier to Beneficiary on demand.

          (d)  The provisions of this Section 3.2 will survive the termination
of this Deed of Trust and the repayment of the Indebtedness.

          SECTION 3.3     REIMBURSEMENT.

          Beneficiary will have the right to declare immediately due any amount
paid by it for any tax, stamp tax, assessment, water rate, sewer rate, insurance
premium, repair, rent charge, debt, claim, inspection, or lien having priority
over this Deed of Trust, or over any other agreement given to secure the
Indebtedness. Premier shall have the right, at its sole cost and expense, to
contest by appropriate proceedings conducted in good faith any ad valorem tax
assessment or reassessment so long as Premier diligently pursues same and
establishes appropriate reserves in accordance with GAAP (as defined in the
Indenture).

          SECTION 3.4     TAX RECEIPTS.

          Premier will exhibit to Beneficiary, within seven (7) days after
demand, bills (that will be receipted from and after the date receipted bills
are obtainable) showing the payment to the extent then due of all taxes,
assessments (including those payable in periodic installments), water rates,
sewer rates, or any other Imposition that may have become a lien on the Property
or any Personalty prior to the lien of this Deed of Trust.

          SECTION 3.5     RIGHT OF ENTRY.

          Premier grants to Beneficiary and its agents, employees, consultants,
and contractors the right to enter on the Property for the purpose of making any
inspections, reports, tests (including, without limitation, soils borings,
groundwater testing, wells, or soils analysis), inquiries, and reviews that
Beneficiary, in its sole and absolute discretion, deems necessary to assess the
then current condition of the Property and for the purpose of performing any of
the acts it is authorized to perform under the terms of this Deed of Trust.
Premier agrees to cooperate with Beneficiary to facilitate any inspection.
Beneficiary will provide Premier with one (1) Business Day's notice of the entry
(except in case of emergency). However, Premier's consent will not be required
for entry or for the performance of tests. Beneficiary's or it's Agent's right
for entry to make inspections, etc., is limited by the terms of the Primary
Leases, the Cafe Lease Agreement and the Retail Store Lease Agreement and
Beneficiary shall not exercise such right of entry and inspection, etc., more
than four (4) times per year unless an Event of Default has occurred and is
continuing. Beneficiary and its Agents will exercise such rights of entry and
inspections, etc., in a manner as not to unreasonably interfere with the use and
operation of the Property. All costs, fees, and expenses (including, without
limitation, those of Beneficiary's outside counsel and consultants) incurred by
Beneficiary with respect to the inspections, reports, tests, inquiries, and
reviews, together with all related preparation, consultation, analyses, and
review, will be paid by Premier to Beneficiary on demand, will accrue interest
at the Default Rate until paid, and will be secured by this Deed of Trust, prior
to

                                                               EXECUTION VERSION

                                       12
<Page>

any right, title, or interest in or claim on the Property attaching or
accruing subsequent to the lien of this Deed of Trust.

          SECTION 3.6     PRIMARY LEASES PRESERVATION COVENANTS.

          Premier shall perform all the following covenants (collectively, the
"PRIMARY LEASES PRESERVATION COVENANTS"):

          (a)  Premier shall pay all Primary Rent, promptly when due and
     payable, before any cure or grace period begins. From and after any notice
     from Beneficiary requesting Premier to do so, whenever Premier pays any
     Primary Rent, Premier shall simultaneously give Beneficiary a copy of the
     check delivered to Landlord or the applicable payee.

          (b)  Premier shall perform and observe (before any cure or grace
     period begins) all material obligations of Premier under the Primary
     Leases. Premier shall not violate the Primary Leases. Premier shall do
     everything necessary to preserve the Primary Leases and to keep it
     unimpaired and in full force and effect. Premier shall not permit the
     Primary Leases to go into default, whether or not (a) Landlord has given
     any notice or default, or (b) any cure period in the Primary Leases has
     commenced or expired.

          (c)  Premier shall enforce Landlord's obligations under the Primary
     Leases so that Premier may at all times exercise and enjoy all its
     Leasehold Rights. Premier shall timely satisfy all conditions that must be
     satisfied for Premier to exercise and enjoy all its Leasehold Rights.

          (d)  Premier shall not cause, agree to, permit, or suffer to occur any
     termination, surrender, modification or amendment of any Primary Lease
     except as expressly permitted in the Indenture (a "LEASEHOLD IMPAIRMENT").
     Any Leasehold Impairment made that is not permitted under the Indenture
     shall be null, void, and of no force or effect. Any party entering into or
     purportedly obtaining the benefit of any purported Leasehold Impairment is
     hereby notified that Premier has no power or authority to cause, consent,
     or agree to any Leasehold Impairment.

          (e)  Premier shall promptly deliver to Beneficiary a copy of any
     notice of default or termination, or demand for performance, or bill or
     invoice for any Primary Rent not paid when due that Premier receives from,
     or delivers to, Landlord. Premier shall give Beneficiary all information
     and documents that Beneficiary reasonably requests from time to time
     concerning the Primary Leases and Premier's compliance with the Primary
     Leases. Immediately upon learning that Landlord has failed (or has
     threatened to fail) to perform any material obligation of Landlord under
     the Primary Leases, Premier shall so notify Beneficiary.

          (f)  Promptly after the effective date hereof, and again promptly
     after any amendment of this Deed of Trust, Premier shall notify Landlord of
     the execution and delivery of this Deed of Trust or such amendment. Such
     notice shall set forth, verbatim, in form satisfactory to Beneficiary, such
     provisions of this Deed of Trust as Beneficiary

                                                               EXECUTION VERSION

                                       13
<Page>

     shall require. Beneficiary may, but need not, give Landlord at any time any
     notice regarding this Deed of Trust or the Loan.

          (g)  Premier irrevocably delegates to Beneficiary the nonexclusive
     authority to exercise any or all Leasehold Rights, whether or not Premier
     has failed to exercise them. Premier irrevocably designates Beneficiary as
     Premier's agent and attorney-in-fact, in accordance with this Deed of
     Trust, and irrevocably authorizes Beneficiary to perform or observe on
     Premier's behalf any obligation that Premier fails to perform under the
     Primary Leases and exercise any Leasehold Rights. Such appointment of
     Beneficiary as Premier's attorney-in-fact is coupled with an interest and
     hence irrevocable. Any advances or expenditures that Beneficiary makes or
     incurs in performing any such obligation or exercising any such right of
     Premier shall constitute Indebtedness under Section 7.6. Prior to making
     any advances, Beneficiary shall provide Premier five (5) days' written
     notice. Additionally, Beneficiary's rights of entry is limited by the
     tenants' rights under the Cafe Lease Agreement and the Retail Store Lease
     Agreement. Beneficiary's performance or observance of any such obligation
     or right shall not prevent Premier's failure to do so from constituting a
     default or Event of Default. In performing any such obligation or right,
     Beneficiary may enter the Premises. If Beneficiary receives notice or
     obtains knowledge of any default under any Primary Leases, Beneficiary may
     rely on the same and take any action that this Deed of Trust (or any
     Primary Leases or applicable law) allows to remedy such default even if
     Premier questions or denies its existence or nature. Nothing in this
     paragraph imposes any obligation or duty on Beneficiary.

          (h)  If an Event of Default has occurred and is continuing, Premier
     shall promptly notify Beneficiary of any request that Landlord or Premier
     makes for, or any institution of, any litigation, mediation, arbitration,
     or other dispute resolution procedure regarding the Primary Leases or the
     Premises (a "DISPUTE RESOLUTION PROCEEDING"). Premier authorizes
     Beneficiary to participate in any Dispute Resolution Proceeding. Such
     participation may, at Beneficiary's option, be to the exclusion of, and in
     place of, Premier. Premier shall promptly deliver to Beneficiary a copy of
     all documents, pleadings, proposals, submissions, determinations, and other
     papers delivered pursuant to such Dispute Resolution Proceeding (the
     "DISPUTE RESOLUTION DOCUMENTS"). If any Dispute Resolution Proceedings
     commence, then Premier shall, within five Business Days after Beneficiary's
     written request, deposit with Beneficiary such security as Beneficiary
     shall reasonably require (after taking into account any security required
     under the Primary Leases or already required under this Deed of Trust) to
     assure that if such Dispute Resolution Proceedings are resolved in a manner
     unfavorable to Premier, then funds will be available to pay the disputed
     amount or to pay for the disputed performance required under the Primary
     Leases.

          (i)  Premier's obligations under this Deed of Trust are in addition to
     Premier's obligations under the Primary Leases.

          (j)  Premier shall notify Beneficiary at least 60 days, and no more
     than 120 days, before the first day and again before the last day of the
     period during which Premier may exercise any option to renew. Premier shall
     validly exercise each option to renew

                                                               EXECUTION VERSION

                                       14
<Page>

     and renew the Primary Leases, at least 15 days before the last day as of
     which any applicable option may be exercised, when and as the Primary
     Leases permits, except to the extent that Premier determines not to
     exercise such option and obtains Beneficiary's prior written consent to
     such failure to exercise. Premier shall not, without Beneficiary's prior
     written consent, fail or refuse to take timely and appropriate action to
     exercise every option to renew (including the timely satisfaction of all
     conditions to any such exercise) when and as the Primary Leases permits or
     requires.

          (k)  Within 20 days after written request by Beneficiary from time to
     time, Premier shall deliver to Beneficiary an estoppel certificate executed
     by Landlord in accordance with the Primary Lease, stating that: (a) its
     Primary Lease is in full force and effect and has not been modified or, if
     it has been modified, the date (and a copy) of each modification; (b) the
     date to which Tenant has paid Primary Rent; (c) whether Landlord has sent a
     notice of default to Premier and, if such notice has been sent, a copy
     thereof; (d) whether any party(ies) is/are in default and, if Premier is
     (allegedly) in default, a description of such (alleged) default; (e) the
     identity of the current tenant and all beneficiaries known to Landlord; (f)
     whether any event has occurred or exists that, with the passage of time or
     the giving of notice, would constitute a default by any party; and (g) such
     other matters as Beneficiary shall request.

          (l)  If Beneficiary or its designee acquires or obtains a New Lease,
     then Premier shall have no right, title, or interest whatsoever in or to
     such New Lease, or any proceeds or income arising from any leasehold estate
     under any such New Lease, or from any sale, assignment, or other
     disposition of such New Lease, proceeds or income, or leasehold estate
     created by such New Lease. Beneficiary or its designee shall hold such New
     Leases and all estate, right, title, and interest thereunder free and clear
     of any right or claim of Premier.

          SECTION 3.7     LANDLORD BANKRUPTCY PROCEEDING.

          Premier and Beneficiary agree as follows regarding any bankruptcy
proceeding that affects Landlord:

          (a)  Premier shall notify Beneficiary promptly after learning of the
     commencement of such bankruptcy proceeding.. Premier shall timely give
     Beneficiary all documents and information relating to such bankruptcy
     proceeding, including all information available to Premier as to the date
     of such filing, the court in which such petition was filed, and the relief
     sought in such petition. Premier shall promptly give Beneficiary copies of
     all summonses, pleadings, applications, proofs of claim, complaints,
     motions, notices, and other documents that any party serves in connection
     with Landlord's bankruptcy proceeding or any related proceedings (the
     "BANKRUPTCY DOCUMENTS").

          (b)  If any action, proceeding, application, motion, or notice is
     commenced or filed regarding Landlord or any of the Property (including any
     motion to reject or disaffirm the Primary Lease) in such bankruptcy
     proceeding, then Beneficiary shall have, and Premier grants to Beneficiary,
     the right, but not the obligation, to the exclusion of

                                                               EXECUTION VERSION

                                       15
<Page>

     Premier, exercisable upon notice from Beneficiary to Premier, to conduct
     and control any such litigation (including the right to file and prosecute
     any Bankruptcy Documents), using counsel of Beneficiary's choice.
     Beneficiary may proceed, in its own name or in Premier's, in connection
     with any such litigation. Premier shall execute all powers, authorizations,
     consents, and other documents that Beneficiary requires for that purpose.
     Premier shall pay Beneficiary (or such third party as Beneficiary
     designates) all costs, expenses, and liabilities (including reasonable
     attorneys' fees) that Beneficiary pays or incurs in prosecuting or
     otherwise conducting any such proceedings, with interest at the Default
     Rate from the date incurred until the date paid. Premier shall not, without
     Beneficiary's prior written consent, commence any action, suit, proceeding,
     or case, or file any Bankruptcy Documents, regarding any Primary Lease in
     any such bankruptcy proceeding.

          (c)  If any Landlord rejects or disaffirms, or seeks or purports to
     reject or disaffirm, any Primary Lease pursuant to any Bankruptcy Law, then
     Premier shall not exercise the 365(h) Rights except as this paragraph
     permits. To the extent permitted by law, Premier shall not suffer or permit
     termination of the Primary Leases by exercise of the 365(h) Rights or
     otherwise without Beneficiary's prior written consent. Premier acknowledges
     that because the Primary Leases are a primary element of Beneficiary's
     security for the Indebtedness, it is not anticipated that Beneficiary would
     consent to termination of a Primary Lease. If Premier exercises any 365(h)
     Rights so as to elect to treat the Primary Leases as terminated in
     violation of this Deed of Trust, then such election shall be null, void,
     and of no force or effect. Premier disclaims any right, power, or authority
     to make any such election.

          (d)  Premier's assignment of the 365(h) Rights to Beneficiary, as
     provided for in this Deed of Trust, is: (a) to the exclusion of Premier, so
     that Premier no longer retains the right to exercise any of the 365(h)
     Rights; and (b) one of the rights that Beneficiary may use at any time to
     protect and preserve Beneficiary's other rights and interests under this
     Deed of Trust. Premier acknowledges that: (1) any exercise of the 365(h)
     Rights in favor of terminating the Primary Leases would constitute waste in
     violation of this Deed of Trust and applicable common law principles; (2)
     are in the nature of a remedy available to Premier under the Primary
     Leases, and not a property interest that Premier can separate from the
     Primary Leases (other than as contemplated by the assignment of the 365(h)
     Rights provided for in this Deed of Trust); and, therefore, (3)
     Beneficiary's exercise of the 365(h) Rights does not, and shall not be
     deemed to, constitute Beneficiary's taking or sale of the Property (or any
     element thereof) and shall not entitle Premier to any credit against the
     Indebtedness or otherwise impair Beneficiary's Remedies.

          (e)  Unless Beneficiary directs otherwise in writing, to the extent
     (if any) that Premier has the right, power, or authority to exercise any
     365(h) Rights or that Beneficiary authorizes and directs Premier to do so,
     Premier shall exercise the 365(h) Rights in favor of Premier's remaining in
     possession under the Primary Lease.

          (f)  If Landlord rejects or disaffirms any Primary Lease or purports
     or seeks to disaffirm any Primary Lease pursuant to any Bankruptcy Law,
     then: (a) Premier shall

                                                               EXECUTION VERSION

                                       16
<Page>

     remain in possession of the Premises and shall perform all acts necessary
     for Premier to remain in such possession for the unexpired term of the
     Primary Leases (including all renewals), whether the then existing terms of
     the Primary Leases require such acts or otherwise; (b) Premier hereby
     elects to remain in possession of the Premises and not to treat the Primary
     Leases as terminated; and (c) all terms and provisions of this Deed of
     Trust and the lien of this Deed of Trust shall remain in full force and
     effect and extend automatically to and attach to the 365(h) Rights.

          (g)  Notwithstanding anything to the contrary, prior to an Event of
     Default, Premier shall have the right to act on its own behalf with respect
     to this Section 3.7.

          SECTION 3.8     NATURE OF BENEFICIARY'S INTEREST.

          Notwithstanding anything to the contrary in this Deed of Trust, this
Deed of Trust does not constitute an assignment of the Primary Leases within the
meaning of any prohibition or restriction on transfer in any Primary Lease.
Beneficiary shall have no liability or obligation under the Primary Leases by
accepting this Deed of Trust. Beneficiary shall be liable for Premier's
obligations under the Primary Leases only while Beneficiary possesses the
leasehold estate created by the Primary Leases or has acquired, by foreclosure
or otherwise, and is holding, Premier's right, title, and interest under the
Primary Leases. Any such liability of Beneficiary shall terminate when
Beneficiary assigns or abandons the leasehold estate created by the Primary
Leases.

          SECTION 3.9     APPLICATION OF PROCEEDS.

          Any Primary Leases Damage Claims that Beneficiary receives or collects
shall be applied first to Beneficiary's costs and expenses (including reasonable
attorneys' fees) in connection with the exercise of its rights under this Deed
of Trust and then, in such order as Beneficiary shall determine, on account of
the Obligations, whether or not then due. Subject to the Intercreditor
Agreement, Beneficiary shall release the balance, if any, to Premier; PROVIDED,
HOWEVER, prior to (i) commencement of an action by the Trustee to foreclose on
all or any portion of the Property, or (ii) the filing of a petition (either
voluntary or involuntary) for bankruptcy by the Issuer, the proceeds of any such
sale of all or any portion of the Property shall be applied first to satisfy the
obligations of Issuer to Hard Rock Licensing, and, thereafter, shall be applied
as set forth above.

          SECTION 3.10    PREMIER BANKRUPTCY.

          If any bankruptcy proceeding is commenced affecting Premier and
Premier (whether as debtor in possession or otherwise) or any trustee of Premier
(such trustee, such debtor in possession, and/or Premier all being collectively
referred to as "PREMIER" for purposes of this paragraph) shall decide to reject
or disaffirm the Primary Leases pursuant to the Bankruptcy Code, then Premier
shall give Beneficiary at least 20 days prior written notice of the date when an
application or motion must be filed with the governing court for authority to
reject or disaffirm the Primary Lease. In that event, or if Premier has taken no
affirmative action to assume, reject, or disaffirm the Primary Leases pursuant
to Bankruptcy Law within 30 days after such bankruptcy proceeding commenced,
then Beneficiary shall have the right, but not the

                                                               EXECUTION VERSION

                                       17
<Page>

obligation, to serve upon Premier a notice stating that Beneficiary: (i) demands
that Premier assume and assign the Primary Leases to Beneficiary under
Bankruptcy Code Section 365, and (ii) covenants to cure, or provide adequate
assurance of prompt cure of, all defaults and provide adequate assurance of
future performance under the Primary Lease. If Beneficiary serves such notice
upon Premier, then Premier shall not seek to reject or disaffirm the Primary
Leases, and Premier shall comply with such demand within 60 days, provided
Beneficiary performs such covenants. Premier hereby assigns, transfers, and sets
over to Beneficiary a nonexclusive right to apply to the applicable bankruptcy
court under Bankruptcy Code Section 365 for an order extending the period during
which Premier may reject, disaffirm, or assume the Primary Leases after entry of
any order for relief in respect of Premier under Chapter 7 of the Bankruptcy
Code.

                                   ARTICLE 4.
                                NEGATIVE COVENANT

          Until the entire Indebtedness has been paid in full, Premier covenants
to and agrees with Beneficiary not to initiate, join in, or consent to any
change in any zoning ordinance, private restrictive covenant, assessment
proceedings, or other public or private restriction limiting or restricting the
uses that may be made of the Property or any part of it without the prior
written consent of Beneficiary.

                                   ARTICLE 5.
                            ENVIRONMENTAL PROVISIONS

          SECTION 5.1     COVENANTS.

          Premier agrees, except in the ordinary course of business and in
strict compliance with all applicable Hazardous Substance Laws, as follows:

          (a)  not to cause or permit the property to be used as a site for the
use, generation, manufacture, storage, treatment, Release, discharge, disposal,
transportation, or presence of any Hazardous Substance;

          (b)  not to cause, contribute to, permit, or acquiesce in any Release
or threatened Release;

          (c)  if Premier discovers a Release or the presence of any Hazardous
Substance on or about the Property in violation of any Hazardous Substance Law,
to:

               (i)  notify Beneficiary of that discovery together with a
     reasonably detailed description;

               (ii) engage promptly after a request by Beneficiary, or if
     reasonably prudent, a qualified environmental engineer to investigate these
     matters and prepare and submit to Beneficiary a written report containing
     the findings and conclusions resulting from that investigation, all at the
     sole expense of Premier, and

               (iii) take, at Premier's sole expense, all necessary actions to
     remedy, repair, clean up, or detoxify any Release or Hazardous Substance,
     including, but not

                                                               EXECUTION VERSION

                                       18
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     limited to, any remedial action required by any Hazardous Substance Laws or
     any judgment, consent, decree, settlement, or compromise in respect of any
     Hazardous Substance Claims, these actions to be performed:

                     (A)  in accordance with Hazardous Substance Laws,

                     (B)  in a good and proper manner,

                     (C)  under the supervision of a qualified environmental
               engineer,

                     (D)  in accordance with plans and specifications for these
               actions delivered to Beneficiary, and

                     (E)  using licensed and insured qualified contractors;

          (d)  immediately furnish to Beneficiary copies of all written
communications received by Premier from any governmental authority or other
person or given by Premier to any person and any other information Beneficiary
may reasonably request concerning any Release, threatened Release, Hazardous
Substance Claim, or the discovery of any Hazardous Substance on or about the
Property in violation of any Hazardous Substance Law; and

          (e)  keep Beneficiary generally informed regarding any Release,
threatened Release, Hazardous Substance Claim, or the discovery of any Hazardous
Substance on or about the Property in violation of any Hazardous Substance Law.

          SECTION 5.2     INSPECTION AND RECEIVERSHIP RIGHTS.

          Upon Beneficiary's reasonable belief of the existence of a past or
present Release or threatened Release not previously disclosed by Premier in
connection with the making of the Loan or the execution of this Deed of Trust or
upon Beneficiary's reasonable belief that Premier has failed to comply with any
environmental provision of this Deed of Trust or any other Loan Document and
upon reasonable prior notice (except in the case of an emergency) to Premier,
Beneficiary or its representatives, employees, and agents, may from time to time
and at all reasonable times (or at any time in the case of an emergency) enter
and inspect the Property and every part of it (including all samples of building
materials, soil, and groundwater and all books, records, and files of Premier
relating to the Property) and perform those acts and things that Beneficiary
deems necessary or desirable to inspect, investigate, assess, and protect the
security of this Deed of Trust, for the purpose of determining:

          (a)  the existence, location, nature, and magnitude of any past or
present Release or threatened Release,

          (b)  the presence of any Hazardous Substances on or about the Property
in violation of any Hazardous Substance Law, and

          (c)  the compliance by Premier of every environmental provision of
this Deed of Trust and every other Loan Document.

                                                               EXECUTION VERSION

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          All costs and expenses incurred by Beneficiary with respect to the
audits, tests, inspections, and examinations that Beneficiary or its agents,
representatives, or employees may conduct, including the fees of the engineers,
laboratories, contractors, consultants, and attorneys, will be paid by Premier.
All costs or expenses incurred by Real Estate Trustee and Beneficiary pursuant
to this Section (including without limitation court costs, consultant's fees,
and attorney fees, whether incurred in litigation and whether before or after
judgment) will bear interest at the Default Rate from the date they are incurred
until those sums have been paid in full. Any rights of entry and inspections
provided in this Section 5.2 shall be limited by the rights of tenants under the
Cafe Lease Agreement and the Retail Store Lease Agreement. Except as provided by
law, any inspections or tests made by Beneficiary or its representatives,
employees, and agents will be for Beneficiary's purposes only and will not be
construed to create any responsibility or liability on the part of Beneficiary
to Premier or to any other person. Beneficiary will have the right, but not the
obligation, to communicate with any governmental authority regarding any fact or
reasonable belief of Beneficiary that constitutes or could constitute a breach
of any of Premier's obligations under any environmental provision contained in
this Deed of Trust or any Loan Document. Beneficiary shall provide Premier with
copies of any and all inspection reports, etc., obtained pursuant to this
Section 5.2.

          SECTION 5.3     RELEASE AND INDEMNITY.

          Premier:

          (a)  releases and waives any future claims against Beneficiary or
Noteholders for indemnity or contribution in the event Premier becomes liable
for cleanup or other costs under any Hazardous Substance Laws or under any
Hazardous Substance Claim;

          (b)  agrees to reimburse Beneficiary or Noteholders, on demand, for
all costs and expenses incurred by Beneficiary or Noteholders in connection with
any review, approval, consent, or inspection relating to the environmental
provisions in this Deed of Trust together with interest, after demand, at the
Default Rate; and

          (c)  agrees to indemnify, defend, and hold Beneficiary, Noteholders
and Real Estate Trustee harmless from all losses, costs, claims, damages,
penalties, liabilities, causes of action, judgments, court costs, attorney fees
and other legal expenses, costs of evidence of title, cost of evidence of value,
and other expenses (collectively, "EXPENSES"), including, but not limited to,
any Expenses incurred or accruing after the foreclosure of the lien of this Deed
of Trust, which either may suffer or incur and which directly or indirectly
arises out of or is in any way connected with the breach of any environmental
provision either in this Deed of Trust or in any Loan Document or as a
consequence of any Release or threatened Release on the presence, use,
generation, manufacture, storage, disposal, transportation, Release, or
threatened Release of any Hazardous Substance on or about the Property,
including the soils and groundwaters, caused or permitted by Premier, any prior
owner or operator of the Property, any adjoining landowner or any other party,
including, without limitation, the cost of any required or necessary repair,
cleanup, remedy, or detoxification of any Hazardous Substance and the
preparation of any closure, remedial action, or other required plans, whether
that action is required or necessary by reason of acts or omissions occurring
prior to or following the recordation of this Deed of Trust. Premier's
obligations will survive the satisfaction, release, or cancellation of the
Indebtedness,

                                                               EXECUTION VERSION

                                       20
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the release and reconveyance or partial release and reconveyance of this Deed of
Trust, and the foreclosure of the lien of this Deed of Trust or deed in lieu of
the Deed of Trust. This Release and Indemnification shall not arise for expenses
arising in connection with events or circumstances occurring after Beneficiary
has exercised its rights under this Deed of Trust and taken ownership and
control of the Property.

          SECTION 5.4     SURVIVAL.

          Premier and Beneficiary agree that each covenant or indemnity made by
Premier in this Article or in any other provision of this Deed of Trust or any
Loan Document that relates to the environmental condition of the Property will
survive the payment of the Indebtedness and the termination or expiration of
this Deed of Trust and will not be affected by Beneficiary's acquisition of any
interest in the Property, whether by full credit bid at foreclosure, deed in
lieu of that, or otherwise. If there is any transfer of any portion of Premier's
interest in the Property, any successor-in-interest to Premier agrees by its
succession to that interest that by assuming the debt secured by this Deed of
Trust or by accepting the interest of Premier subject to the lien of this Deed
of Trust, the successor remakes each of the representations and warranties in
this Deed of Trust and agrees to be bound by each covenant in this Deed of
Trust, including, but not limited to, any indemnity provision.

                                   ARTICLE 6.
                                  CONDEMNATION

          Premier, within five (5) Business Days upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Property or any
portion of it, will notify Real Estate Trustee and Beneficiary of the pendency
of the proceedings. Real Estate Trustee and Beneficiary may participate in any
proceedings and Premier from time to time will deliver to Beneficiary all
instruments requested by Beneficiary to permit participation. If there are
condemnation proceedings, the award or compensation payable is assigned to and
will be paid in accordance with the Indenture.

                                   ARTICLE 7.
                  EVENTS OF DEFAULT AND REMEDIES OF BENEFICIARY

          SECTION 7.1     EVENTS OF DEFAULT.

          As used in this, Deed of Trust, an "EVENT OF DEFAULT" means any Event
of Default as defined in the Indenture.

          Subject to Pledge Provisions, if one or more Event of Default occurs
and is continuing, then Beneficiary may declare all the Indebtedness to be due
and the Indebtedness will become due without any further presentment, demand,
protest, or notice of any kind, and Beneficiary may:

          (a)  in person, by agent, or by a receiver, and without regard to the
adequacy of security, the solvency of Premier, or the existence of waste, enter
on and take possession of the Property or any part of it in its own name or in
the name of Real Estate Trustee, sue for or otherwise collect the rents, issues,
and profits, and apply them, less costs and expenses of

                                                               EXECUTION VERSION

                                       21
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operation and collection, including reasonable attorney fees, upon the
Indebtedness, all in any order that Beneficiary may determine. The entering on
and taking possession of the Property, the collection of rents, issues, and
profits, and the application of them will not cure or waive any default or
notice of default or invalidate any act done pursuant to the notice;

          (b)  commence an action to foreclose this Deed of Trust in the manner
provided by law for the foreclosure of mortgages of real property;

          (c)  deliver to Real Estate Trustee a written declaration of default
and demand for sale, and a written notice of default and election to cause the
Property to be sold, which notice Real Estate Trustee or Beneficiary will cause
to be filed for record;

          (d)  with respect to any Personalty, proceed as to both the real and
personal property in accordance with Beneficiary's rights and remedies in
respect of the Land, or proceed to sell the Personalty separately and without
regard to the Land in accordance with Beneficiary's rights and remedies; or

          (e)  exercise any of these remedies in combination or any other remedy
at law or in equity.

          SECTION 7.2     POWER OF SALE.

          (a)  If Beneficiary elects to foreclose by exercise of the power of
sale in this Deed of Trust, Beneficiary will also deposit with Real Estate
Trustee this Deed of Trust, the First Mortgage Notes, and any receipts and
evidence of expenditures made and secured as Real Estate Trustee may require. If
notice of default has been given as then required by law, and after lapse of the
time that may then be required by law, after recordation of the notice of
default, Real Estate Trustee, without demand on Premier, but subject to the
Pledge Provisions, will, after notice of sale having been given as required by
law, sell the Property at the time and place of sale fixed by it in the notice
of sale, either as a whole or in separate parcels as Real Estate Trustee
determines, and in any order that it may determine, at public auction to the
highest bidder. Real Estate Trustee may postpone sale of all or any portion of
the Property by public announcement at the time and place of sale, and from time
to time after that may postpone the sale by public announcement at the time
fixed by the preceding postponement, and without further notice make the sale at
the time fixed by the last postponement; or Real Estate Trustee may, in its
discretion, give a new notice of sale. Beneficiary may rescind any notice of
default at any time before Real Estate Trustee's sale by executing a notice of
rescission and recording it. The recordation of the notice will constitute a
cancellation of any prior declaration of default and demand for sale and of any
acceleration of maturity of Indebtedness affected by any prior declaration or
notice of default. The exercise by Beneficiary of the right of rescission will
not constitute a waiver of any default then existing or subsequently occurring,
or impair the right of Beneficiary to execute other declarations of default and
demand for sale, or notices of default and of election to cause the Property to
be sold, nor otherwise affect the First Mortgage Notes or this Deed of Trust, or
any of the rights, obligations, or remedies of Beneficiary or Real Estate
Trustee. After sale, Real Estate Trustee will deliver to the purchaser its deed
conveying the property sold, but without any covenant or warranty, express or
implied. The recitals in the deed of any matters or facts will be conclusive
proof of their truthfulness. Subject to the Pledge Provisions, any Person,
including

                                                               EXECUTION VERSION

                                       22
<Page>

Premier, Real Estate Trustee, or Beneficiary, may purchase at that sale. If
allowed by law, Beneficiary, if it is the purchaser, may turn in the First
Mortgage Notes at the amount owing on it toward payment of the purchase price
(or for endorsement of the purchase price as a payment on the Note if the amount
owing exceeds the purchase price). Premier expressly waives any right of
redemption after sale that Premier may have at the time of sale or that may
apply to the sale.

          (b)  Real Estate Trustee, upon the sale, will make (without any
covenant or warranty, express or implied), execute and, after due payment made,
deliver to a purchaser and its heirs or assigns a deed or other record of
interest, as the case may be, to the Property sold, which will convey, subject
to the Pledge Provisions, to the purchaser all the title and interest of Premier
in the Property and will apply the proceeds of the sale in payment,

               (i)  first, of the expenses of the sale together with the
     expenses of the trust, including, without limitation, attorney fees, that
     will become due on any default made by Premier, and also any sums that Real
     Estate Trustee or Beneficiary have paid for procuring a search of the title
     to the Property subsequent to the execution of this Deed of Trust;

               (ii) second, of the Indebtedness then remaining unpaid, and the
     amount of all other monies with interest in this Deed of Trust agreed or
     provided to be paid by Premier; and

               (iii) Real Estate Trustee will pay the balance or surplus of the
     proceeds of sale to Person(s) legally entitled thereto.

          SECTION 7.3     PROOF OF DEFAULT.

          If there is a sale of the Property, or any part of it, and the
execution of a deed for it, the recital of default and of recording notice of
breach and election of sale, and of the elapsing of the required time between
the recording and the following notice, and of the giving of notice of sale, and
of a demand by Beneficiary that the sale should be made, will be conclusive
proof of the default, recording, election, elapsing of time, and the due giving
of notice, and that the sale was regularly and validly made on proper demand by
Beneficiary. Subject to the Pledge Provisions, any deed with these recitals will
be effectual and conclusive against Premier, its successors, and assigns, and
all other Persons. The receipt for the purchase money recited or in any deed
executed to the purchaser will be sufficient discharge to the purchaser from all
obligations to see to the proper application of the purchase money.

          SECTION 7.4     PROTECTION OF SECURITY.

          Subject to Pledge Provisions, if an Event of Default occurs and is
continuing, Beneficiary or Real Estate Trustee, without limitation to do so,
without notice to or demand upon Premier, and without releasing Premier from any
obligations or defaults may:

          (a)  enter on the Property in any manner and to any extent that either
deems necessary to protect the security of this Deed of Trust;

                                                               EXECUTION VERSION

                                       23
<Page>

          (b)  appear in and defend any action or proceeding purporting to
affect, in any manner, the Obligations or the Indebtedness, the security of this
Deed of Trust, the Primary Leases, or the rights or powers of Beneficiary or
Real Estate Trustee;

          (c)  pay, purchase, or compromise any encumbrance, charge, or lien
that in the judgment of Beneficiary or Real Estate Trustee is prior or superior
to this Deed of Trust; and

          (d)  pay necessary expenses, employ counsel, and pay reasonable
attorney fees.

Premier agrees to repay on demand all sums expended by Real Estate Trustee or
Beneficiary pursuant to this Section with interest at the Default Rate, and
those sums, with interest, will be secured by this Deed of Trust.

          SECTION 7.5     RECEIVER.

          Subject to Pledge Provisions, if an Event of Default occurs and is
continuing, Beneficiary, as a matter of strict right and without notice to
Premier or anyone claiming under Premier and without regard to the then value of
the Property, will have the right to apply ex parte to any court having
jurisdiction to appoint a Receiver of the Property, and Premier waives notice of
any application for that, provided a hearing to confirm the appointment with
notice to Premier is set within fourteen (14) days after the appointment. Any
Receiver will have all the powers and duties of receivers in similar cases and
all the powers and duties of Beneficiary in case of entry as provided in this
Deed of Trust, and will continue as such and exercise all those powers until the
date of confirmation of sale, unless the receivership is terminated sooner.

          SECTION 7.6     CURING OF DEFAULTS.

          If Premier at any time fails to perform or comply with any of the
terms, covenants, and conditions required on Premier's part to be performed and
complied with under this Deed of Trust, the First Mortgage Notes, any of the
other Loan Documents, the Primary Leases, the Space Leases or any other
agreement that, under the terms of this Deed of Trust, Premier is required to
perform, then Beneficiary, after seven (7) Business Days' notice to Premier (or
without notice if Beneficiary determines that an emergency exists), and without
waiving or releasing Premier from any of the Obligations, may, subject to the
provisions of any of the agreements,

          (a)  make from the Issuer's funds as permitted by the Disbursement
Agreement or its own funds any payments payable by Premier and take out, pay
for, and maintain any of the insurance policies provided for; and

          (b)  perform any other acts on the part of Premier to be performed and
enter on the Property for that purpose.

          The making by Beneficiary of payments out of Beneficiary's own funds
will not, however, be deemed to cure the default by Premier, and it will not be
cured unless and until Premier reimburses Beneficiary for the payments. All sums
paid and all reasonable costs and expenses incurred by Beneficiary in connection
with the performance of any act, together with

                                                               EXECUTION VERSION

                                       24
<Page>

interest on unpaid balances at the Default Rate from the respective dates of
Beneficiary's making of each payment, will be added to the principal of the
Indebtedness, will be secured by the Collateral Documents and by the lien of
this Deed of Trust, prior to any right, title, or interest in or claim on the
Property attaching or accruing subsequent to the lien of this Deed of Trust, and
will be payable by Premier to Beneficiary on demand.

          SECTION 7.7     INSPECTION RIGHTS.

          On one (1) Business Days notice (except in the case of an emergency),
and without releasing Premier from any obligation to cure any default of
Premier, Beneficiary or its agents, representatives, and employees acting by
themselves or through a court-appointed receiver, may, from time to time and at
all reasonable times (or at any time in the case of an emergency) enter and
inspect the Property and every part of it (including all samples of building
materials, soil, and groundwater, and all books, records, and files of Premier
relating to the Property) and perform any acts and things as Beneficiary deems
necessary or desirable to inspect, investigate, assess, and protect the security
of this Deed of Trust, for the purpose of determining:

          (a)  the existence, location, nature, and magnitude of any past or
present Release or threatened Release,

          (b)  the presence of any Hazardous Substances on or about the Property
in violation of any Hazardous Substance Law, and

          (c)  the compliance by Premier of every environmental provision of
this Deed of Trust and every other Loan Document.

          All costs and expenses incurred by Beneficiary with respect to the
audits, tests, inspections, and examinations that Beneficiary or its agents,
representatives, or employees may conduct, including the fees of the engineers,
laboratories, contractors, consultants, and attorneys, will be paid by Premier.
All costs or expenses incurred by Real Estate Trustee and Beneficiary pursuant
to this Section (including without limitation court costs, consultant fees, and
attorney fees, whether incurred in litigation and whether before or after
judgment) will bear interest at the Default Rate from the date they are incurred
until they have been paid in full. Beneficiary's right of entry and inspection
under this Section 7.7 is limited by the terms of the Primary Leases, the Cafe
Lease Agreement and the Retail Store Lease Agreement. Beneficiary shall not
exercise such right of entry and inspection, etc. more than four(4) times per
year unless an Event of Default has occurred and is continuing. Beneficiary will
exercise such rights of entry and inspections in a manner as not to unreasonably
interfere with the use and operation of the Property. Except as provided by law,
any inspections or tests made by Beneficiary or its representatives, employees,
and agents, will be for Beneficiary's purposes only and will not be construed to
create any responsibility or liability on the part of Beneficiary to Premier or
to any other person. Beneficiary will have the right, but not the obligation, to
communicate with any governmental authority regarding any fact or reasonable
belief of Beneficiary that constitutes or could constitute a breach of any of
Premier's obligations under any environmental provision in this Deed of Trust or
any Loan Document.

                                                               EXECUTION VERSION

                                       25
<Page>

          SECTION 7.8     JUDGMENT ON ENVIRONMENTAL PROVISION.

          Beneficiary or its agents, representatives, and employees may seek a
judgment that Premier has breached its covenants, representations, or warranties
in Article 4 of this Deed of Trust (each an "ENVIRONMENTAL PROVISION"), by
commencing and maintaining an action or actions in any court of competent
jurisdiction, whether commenced prior to or after foreclosure of the lien of
this Deed of Trust. Beneficiary or its agents, representatives, and employees
may also seek an injunction to cause Premier to abate any action in violation of
any Environmental Provision and may seek the recovery of all costs, damages,
expenses, fees, penalties, fines, judgments, indemnification payments to third
parties, and other out-of-pocket costs or expenses actually incurred by
Beneficiary (collectively, "ENVIRONMENTAL COSTS") incurred or advanced by
Beneficiary relating to the cleanup, remedy, or other response action required
by any Hazardous Substances Law or any Hazardous Substance Claim, or which
Beneficiary believes necessary to protect the Property. It will be conclusively
presumed between Beneficiary and Premier that all Environmental Costs incurred
or advanced by Beneficiary relating to the cleanup, remedy, or other response
action of or to the Property were made by Beneficiary in good faith. All
Environmental Costs incurred by Beneficiary under this Section (including
without limitation court costs, consultant fees, and attorney fees, whether
incurred in litigation and whether before or after judgment) will bear interest
at the Default Rate from the date of expenditure until those sums have been paid
in full. Beneficiary will be entitled to bid, at any trustee's or foreclosure
sale of the Property, the amount of the costs, expenses, and interest in
addition to the amount of other Indebtedness.

          SECTION 7.9     FORECLOSURE.

          Notwithstanding anything to the contrary other than the Pledge
Provisions, if an Event of Default shall occur and be continuing, Real Estate
Trustee or Beneficiary may, in the Beneficiary's sole and exclusive discretion
and on its instruction, commence a civil action to foreclose this Deed of Trust,
or Real Estate Trustee may proceed and sell the Property or any portion thereof
to satisfy any amounts due under the Indebtedness. At the request or instruction
of Beneficiary, Real Estate Trustee shall sell the Property or any portion
thereof, after having given notice of the time, place and terms of sale in
accordance with Section 89-1-55 of the Mississippi Code of 1972, as amended, and
any amendments thereof or replacements thereof, and shall execute a deed to the
purchaser of the Property so sold.

          SECTION 7.10    SALE OF PROPERTY.

          Notwithstanding anything to the contrary, Premier waives the
provisions of Section 111 of the Mississippi Constitution and Section 89-1-55 of
the Mississippi Code of 1972, as amended, and any amendments thereto or
replacements thereof as far as said provisions restricts the right of Real
Estate Trustee to offer at sale more than 160 acres at a time, and Real Estate
Trustee may offer the Property as a whole or in part or in such order as Real
Estate Trustee may deem most appropriate under the circumstances, regardless of
the manner in which it may be described. If the Property is situated in two or
more counties, or in two judicial districts of the same county, Real Estate
Trustee shall have full power to select in which county, or judicial district,
the sale of the Property is to be made, newspaper advertisement published and
notice of sale posted, and Real Estate Trustee's selection shall be binding upon
Premier and Beneficiary.

                                                               EXECUTION VERSION

                                       26
<Page>

Should Beneficiary be a corporation or an unincorporated association, then any
officer thereof may declare Premier to be in default and request Real Estate
Trustee to sell the Property. Beneficiary shall have the same right to purchase
the Property at the foreclosure sale as would a purchaser who is not a party to
this Deed of Trust and credit the amount of its bid to the amounts owed under
the Loan Documents.

          SECTION 7.11    CREDIT BID.

          Upon any sale hereunder, Beneficiary or the holder of the First
Mortgage Notes may bid for and purchase the Property or any part thereof and
receive a credit on its bid up to the amount of the Indebtedness secured hereby
and unpaid and need not make any payment to Real Estate Trustee unless the
amount bid exceeds then due and unpaid under the Loan Documents in which event
only the excess shall be payable in accordance with Section 7.2 (b) of this Deed
of Trust.

          SECTION 7.12    RIGHT TO COMPLETE CONSTRUCTION.

          If Premier abandons or fails to proceed diligently with the work, or
on the occurrence of any Event of Default, Beneficiary may take over and
complete the Work (or assign that right, including the contract for the Work)
and, for that purpose, make disbursements as permitted by the Indenture, the
Disbursement Agreement or other Collateral Documents and exercise all other
rights and remedies granted to Beneficiary under all bonds, agreements, and
other documents to which Beneficiary is a party or for the benefit of
Beneficiary and which relate in either case to the Work. Any contracts entered
into or indebtedness incurred on the exercise of that right may be in the name
of Premier, and Premier irrevocably appoints Beneficiary as Premier's
attorney-in-fact (the appointment being coupled with an interest) to enter into
the contracts, incur obligations, enforce any contracts or agreements made by or
on behalf of Premier, employ attorneys to defend against attempts to interfere
with the exercise of the powers granted, and do any things necessary or proper
to complete the Work, including the signing of Premier's name to any contracts
and documents that may be deemed necessary by Beneficiary. In no event will
Beneficiary be required to expend its own funds to complete the Improvements,
but Beneficiary may advance those funds. Any advanced funds will be considered
advances under the Loan as Beneficiary may determine, and will be secured by the
Loan Documents, even though the advances may cause the total amount advanced to
exceed the amount committed to be advanced pursuant to the Indenture, and the
amounts will be payable to Beneficiary by Premier on demand, together with
interest, until paid at the Default Rate.

          SECTION 7.13    STOPPAGE OF CONSTRUCTION BY BENEFICIARY.

          On the occurrence of any Event of Default, Beneficiary may order
stoppage of construction and demand that the Event of Default be cured or the
condition be corrected. After issuance of an order in writing, no further work
will be done on the Improvements (except as may be necessary to cure any Event
of Default or correct any condition) without the prior written consent of
Beneficiary unless and until all Events of Default and conditions have been
fully cured and corrected.

                                                               EXECUTION VERSION

                                       27
<Page>

          SECTION 7.14    REMEDIES CUMULATIVE.

          All remedies of Beneficiary provided for in this Deed of Trust are
cumulative and will be in addition to all other rights and remedies provided in
the other Loan Documents or provided by law, including any banker's lien and
right of offset. The exercise of any right or remedy by Beneficiary will not in
any way constitute a cure or waiver of default, will not invalidate any act done
pursuant to any notice of default, nor will it prejudice Beneficiary in the
exercise of any of its rights unless, in the exercise of those rights,
Beneficiary collects the total amount of the Indebtedness.

                                   ARTICLE 8.
                                 FIXTURE FILING

          This Deed of Trust constitutes a financing statement filed as a
fixture filing in the Official Records of the County Recorder of the county in
which the Property is located with respect to all Fixtures included within the
term "PROPERTY" as used in this Deed of Trust and with respect to any goods, or
other personal property that may now be or later become fixtures. For purposes
of this Article 7 Fixture Filing, Premier is deemed to be the "DEBTOR" and
Beneficiary is deemed to be the "SECURED PARTY".

                                   ARTICLE 9.
                         ASSIGNMENT OF LEASES AND RENTS

          SECTION 9.1     ASSIGNMENT.

          Premier irrevocably assigns to Beneficiary:

          (a)  all of Premier's right, title, and interest in all leases,
licenses and agreements relating to the management, leasing, or operation of any
portion of the Property, and other agreements of any kind relating to the use or
occupancy of the Property, whether now existing or entered into after the date
of this Deed of Trust, including subleases and tenancies following attornment
("SPACE LEASES"), including without limitation the Cafe Lease Agreement and the
Retail Store Lease Agreement; and

          (b)  the rents, issues, and profits of the Property, including,
without limitation, all amounts payable and all rights and benefits accruing to
Premier under the Space Leases ("PAYMENTS"), for the purposes and on the terms
and conditions below.

The term "SPACE LEASES" will also include all guarantees of and security for the
lessees' performance, and all amendments, extensions, renewals, or modifications
that are permitted. This is a present and absolute assignment, not an assignment
for security purposes only, and Beneficiary's right to the Space Leases and
Payments is not contingent on, and may be exercised without, possession of the
Property.

          SECTION 9.2     LICENSE.

          Beneficiary confers on Premier a license ("LICENSE") to collect and
retain the Payments as they become due until the occurrence of an Event of
Default. Upon an Event of

                                                               EXECUTION VERSION

                                       28
<Page>

Default and the continuance thereof, the License will be automatically revoked
and Beneficiary may collect and retain the Payments without notice and without
taking possession of the Property. Premier irrevocably authorizes and directs
the lessees under the Space Leases to rely on and comply with any notice or
demand by Beneficiary for the payment to Beneficiary of any rental or other sums
that may at any time become due under the Space Leases, or for the performance
of any of the lessees' undertakings under the Space Leases. The lessees will
have no right or duty to inquire as to whether any Default has actually occurred
or is then existing. Premier relieves the lessees from any liability to Premier
by reason of relying on and complying with any notice or demand by Beneficiary.

          SECTION 9.3     EFFECT OF ASSIGNMENT.

          The assignment will not impose on Beneficiary any duty to produce
rents, issues, or profits from the Property, or cause Beneficiary to be:

          (a)  a mortgagee in possession for any purpose;

          (b)  responsible for performing any of the obligations of the lessor
under any of the Space Leases; or

          (c)  responsible for any waste committed by lessees or any other
parties, any dangerous or defective condition of the Property, or any negligence
in the management, upkeep, repair, or control of the Property.

Beneficiary will not be liable to Premier or any other party as a consequence of
the exercise of the rights granted to Beneficiary under this assignment or the
failure of Beneficiary to perform any obligation of Premier arising under the
Space Leases.

          SECTION 9.4     LEASING COVENANTS.

          Premier covenants and agrees at Premier's sole cost to:

               (i)   perform all obligations of the lessor under the Space
     Leases and enforce performance by the lessees of their obligations under
     the Space Leases;

               (ii)  give Beneficiary prompt notice of any material default that
     occurs under any of the Space Leases, whether by the lessees or Premier;
     and

               (iii) promptly upon execution, deliver to Beneficiary fully
     executed counterpart originals of the Space Leases.

          SECTION 9.5     APPLICATION OF RENTS.

          Beneficiary, in its sole discretion, may apply, or require the
application of, all amounts received pursuant to the assignment to the payment
of any one or more of the Obligations in any order that Beneficiary may elect.

                                                               EXECUTION VERSION

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          SECTION 9.6     ESTOPPEL CERTIFICATES.

          Within twenty (20) days after request by Beneficiary, Premier will
deliver to Beneficiary and to any party designated by Beneficiary estoppel
certificates executed by Premier and by each of the lessees, in recordable form,
certifying:

          (a)  that the assignment and the Space Leases are in full force;

          (b)  the date of each lessee's most recent payment of rent;

          (c)  that, to the best of Premier's knowledge, there are no defenses
or offsets outstanding or stating those claimed by Premier or lessees under the
assignment or the Space Leases; and

          (d)  any other information reasonably requested by Beneficiary.

          SECTION 9.7     REMEDIES.

          Subject to Pledge Provisions, in addition to any other remedies in
this Deed of Trust, Beneficiary will have the following rights and remedies upon
the occurrence of an Event of Default:

          (a)  To receive the Payments and any other amounts arising or accruing
under the Space Leases or from the Property;

          (b)  To collect, sue for, settle, compromise, and give releases for
the Payments and pursue any remedies for the enforcement of the Space Leases or
Premier's rights under the Space Leases; and

          (c)  To take possession of the Property, and hold, manage, lease, and
operate it on any terms and for any period of time that Beneficiary may deem
proper and, either with or without taking possession of the Property, in its own
name, make from time to time all alterations, renovations, repairs, or
replacements that Beneficiary may deem proper.

          SECTION 9.8     DEFINITIONS.

          The terms lessor and lessors as used in this Deed of Trust will
include all owners, landlords, licensors, and other parties in a similar
position with respect to the Space Leases. The terms lessee and lessees will
include any tenants and licensees and any other parties in a similar position
and will also include any guarantors of or other obligors under the Space
Leases.

                                   ARTICLE 10.
                                  MISCELLANEOUS

          SECTION 10.1    SUCCESSOR REAL ESTATE TRUSTEE.

          Beneficiary, at Beneficiary's sole option and discretion, may from
time to time appoint a substitute Real Estate Trustee in replacement of any Real
Estate Trustee appointed

                                                               EXECUTION VERSION

                                       30
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hereunder, by instrument executed and acknowledged by Beneficiary, or its
successors in interest, and recorded in the land records of the Mississippi
public office wherein the Deed of Trust is recorded. The instrument appointing
the substitute Real Estate Trustee shall contain the names of the original
Beneficiary, Real Estate Trustee, Premier, and the book and page number where
this Deed of Trust is recorded, and the name and address of the substitute Real
Estate Trustee. The substitute Real Estate Trustee, without conveyance of the
Property, shall succeed to all the title, power and duties conferred upon the
Real Estate Trustee in this Deed of Trust and by applicable law.

          SECTION 10.2    CHANGE OF LAW.

          If any law is passed, after the date of this Deed of Trust, that
deducts from the value of the Property, for the purposes of taxation, any lien
on it or changes in any way the laws now in force for the taxation of mortgages,
deeds of trust, or debts secured by mortgage or deed of trust (other than laws
imposing taxes on income) or the manner of the collection of any taxes so as to
affect adversely the rights of Beneficiary as holder of the First Mortgage Notes
and Beneficiary under this Deed of Trust, the Indebtedness will become due at
Beneficiary's option, exercised by thirty (30) days' notice to Premier unless
Premier, within that thirty (30) day period, if permitted by law, assumes the
payment of any tax or other charge imposed on Beneficiary for the period
remaining until full payment by Premier of the Indebtedness.

          SECTION 10.3    NO WAIVER.

          No waiver by Beneficiary of any default or breach by Premier will be
implied from any omission by Beneficiary to take action on account of that
default if the default persists or is repeated. Also, no express waiver will
affect any default other than the default in the waiver and the waiver will be
operative only for the time and to the extent stated. Waivers of any covenant,
term, or condition in this Deed of Trust will not be construed as a waiver of
any subsequent breach of the same covenant, term, or condition. The consent or
approval by Beneficiary for any act by Premier requiring further consent or
approval will not be deemed to waive or render unnecessary the consent or
approval for any subsequent similar act.

          SECTION 10.4    ABANDONMENT.

          Subject to any chattel mortgages, security agreements, or other liens
on title that may exist with the consent of Beneficiary, or any provided for in
this Deed of Trust, all Personalty that upon foreclosure of the Property is
owned by Premier and is used in connection with the operation of the Property
will be deemed at Beneficiary's option to have become on that date a part of the
Property and abandoned to Beneficiary in its then condition.

          SECTION 10.5    NOTICES.

          All notices, advices, demands, requests, consents, statements,
satisfactions, waivers, designations, refusals, confirmations, or denials that
may be required or contemplated under this Deed of Trust for any party to serve
on or give to any other will be in writing, and if not in writing, will not be
deemed to have been given. Also, they must be either personally served or sent
with return receipt requested by registered or certified mail with postage

                                                               EXECUTION VERSION

                                       31
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(including registration or certification charges) prepaid in a securely enclosed
and sealed envelope as follows:

          If to Premier, addressed to

          Premier Entertainment Biloxi LLC
          11400 Reichold Road
          Gulfport, MS  39503
          Attn: Joseph Billhimer
          Telecopy No.: (228) 594-4021
          Telephone No.: (228) 896-4078


          With a copy to:

          Duane Morris LLC
          227 West Monroe Street, Suite 3400
          Chicago, Illinois 60606
          Attention:  Brian P. Kerwin, Esq.
          Telephone:  (312) 499-6737
          Facsimile:  (312) 499-6701

          If to Beneficiary, addressed to

          U.S. Bank National Association,
          60 Livingston Avenue
          St. Paul, MN 55107-2292
          Attn: Frank Leslie
          Telephone:  (651) 495-3913
          Facsimile:  (651) 495-8097

          SECTION 10.6    SURVIVAL.

          The covenants and agreements in this Deed of Trust will bind and inure
to the benefit of Beneficiary and Premier and their successors and assigns. It
is agreed that Beneficiary may assign to or grant a participation in any one or
more lenders, free from any right of counterclaim, recoupment, or setoff by
Premier, Beneficiary's rights and obligations in whole or in part under the Loan
Documents. Nothing in this Section 10.6 is intended to limit other provisions in
the Loan Documents that by their terms survive the repayment of the Indebtedness
or the termination of any Loan Document.

          SECTION 10.7    SEVERABILITY.

          If any term, provision, covenant, or condition of this Deed of Trust
or any application of it is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, in whole or in part, all terms, provisions,
covenants, and conditions of this Deed of Trust and all applications of it not
held invalid, void, or unenforceable will continue in full force and will not be
affected, impaired, or invalidated.

                                                               EXECUTION VERSION

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          SECTION 10.8    REFERENCES TO FORECLOSURE.

          References in this Deed of Trust to foreclosure and related phrases
are references to the appropriate procedure in connection with Real Estate
Trustee's private power of sale, any judicial foreclosure proceeding, and any
deed given in lieu of foreclosure.

          SECTION 10.9    JOINDER OF FORECLOSURE.

          If Beneficiary holds any other or additional security for the payment
of any Indebtedness or performance of any Obligation, its sale or foreclosure,
on any default in the payment or performance, in Beneficiary's sole discretion,
may be prior to, subsequent to, or joined or otherwise contemporaneous with any
sale or foreclosure. In addition to the rights in this Deed of Trust
specifically conferred, Beneficiary, at any time and from time to time, may
exercise any right or remedy now or later given by law to beneficiaries under
deeds of trust generally, or to the holders of any obligations of the kind
secured.

          SECTION 10.10   RIGHTS OF BENEFICIARY AND REAL ESTATE TRUSTEE.

          At any time and from time to time, without liability and without
notice, and without releasing or otherwise affecting the liability of any person
for payment of any Indebtedness, Beneficiary, at its sole discretion and only in
writing, may extend the time for or release any Person now or later liable for
payment of any Indebtedness, or accept or release additional security, or
subordinate the lien or charge of this Deed of Trust.

          SECTION 10.11   SUBORDINATION.

          At the option of Beneficiary, this Deed of Trust will become subject
and subordinate, in whole or in part (but not with respect to priority of
entitlement to any insurance proceeds, damages, awards, or compensation
resulting from damage to the Property or condemnation or exercise of power of
eminent domain), to any contracts of sale or any leases of the Property on the
execution by Beneficiary and recording of a unilateral declaration to that
effect in the official records of the county and state where the Property is
located. Beneficiary may require the issuance of any title insurance
endorsements to its title policy in connection with any subordination that
Beneficiary, in its judgment, determines are appropriate, and Premier will be
obligated to pay any cost or expense incurred in connection with the issuance.

          SECTION 10.12   NO MERGER.

          So long as any of the Indebtedness remains unpaid or Beneficiary has
any further obligation under the Loan Documents, unless Beneficiary otherwise
consents in writing, the fee estate of Premier in the Property or any part of it
will not merge, by operation of law or otherwise, with any leasehold or other
estate in the Property or any part of it, but will always be kept separate and
distinct, regardless of the union of the fee estate and the leasehold or other
estate in Premier or any other Person.

                                                               EXECUTION VERSION

                                       33
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          SECTION 10.13   PERFORMANCE BY PREMIER.

          Premier will faithfully perform every covenant to be performed by
Premier under any lien or encumbrance, including, without limiting the
generality of this Deed of Trust, mortgages, deeds of trust, leases,
declarations or covenants, conditions and restrictions, and other agreements
that affect the Property, in law or in equity, that Beneficiary reasonably
believes may be prior and superior to or on a parity with the lien or charge of
this Deed of Trust. If Premier fails to do so, Beneficiary, without demand or
notice and in its sole judgment, may do any things required by Premier by any of
the provisions in this Deed of Trust and incur and pay expenses in connection
with that. Nothing in this Section affects Premier's obligations pursuant to
Sections 6.2 and 6.3 of this Deed of Trust or limits Beneficiary's rights.

          SECTION 10.14   PERSONALTY SECURITY INSTRUMENTS.

          Premier agrees that if Beneficiary at any time holds additional
security for any obligations secured by this Deed of Trust, it may enforce the
terms of it or otherwise realize on it, at its option, either before or
concurrently or after a sale is made under this Deed of Trust, and may apply the
proceeds on the Indebtedness secured without affecting the status or waiving any
right to exhaust any other security, including the security under this Deed of
Trust, and without waiving any breach or default or any right or power, whether
exercised under this Deed of Trust or in any other security.

          SECTION 10.15   SUITS TO PROTECT PROPERTY.

          Premier agrees to appear in and defend any challenge action or
proceeding purporting to affect the security of this Deed of Trust or any
additional or other security for the obligations secured, the interest of
Beneficiary or the rights, powers, or duties of Real Estate Trustee, and to pay
all costs and expenses, including, without limitation, cost of evidence of title
and attorney fees, in any action or proceeding in which Beneficiary or Real
Estate Trustee may appear or be made a party, including, but not limited to,
foreclosure or other proceedings commenced by those claiming a right to any part
of the Property under subordinate liens, in any action to partition or condemn
all or part of the Property, whether pursued to final judgment, and in any
exercise of the power of sale in this Deed of Trust, whether the sale is
actually consummated.

          SECTION 10.16   WAIVER OF STATUTE OF LIMITATIONS.

          The pleading of any statute of limitations as a defense to any
obligations secured by this Deed of Trust is waived, to the fullest extent
permissible by law.

          SECTION 10.17   ENTIRE AGREEMENT.

          This Deed of Trust and the other Loan Documents set forth the entire
understanding between Premier and Beneficiary and they will not be amended
except by a written instrument duly executed by each of Premier and Beneficiary.
Any previous representations, warranties, agreements, and understandings among
the parties regarding the subject matter of the Loan or the Loan Documents,
whether written or oral, are superseded by this Deed of Trust and the other Loan
Documents.

                                                               EXECUTION VERSION

                                       34
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          SECTION 10.18   INCORPORATION.

          All terms of the Loan Documents are incorporated in this Deed of Trust
by this reference. All persons who may have or acquire an interest in the
Property will be deemed to have notice of the terms of the Loan Documents.

          SECTION 10.19   WAIVER OF MARSHALING RIGHTS.

          Premier, for itself and for all parties claiming through or under
Premier, and for all parties who may acquire a lien on or interest in the
Property, waives all rights to have the Property or any other property that now
or later may be security for any Indebtedness ("OTHER PROPERTY") marshaled on
any foreclosure of this Deed of Trust or on a foreclosure of any other security
for any of the Indebtedness. Beneficiary will have the right to sell, and any
court in which foreclosure proceedings may be brought will have the right to
order a sale of, the Property and any of the Other Property as a whole or in
separate parcels, in any order that Beneficiary may designate.

          SECTION 10.20   ACCEPTANCE OF TRUST; POWERS AND DUTIES OF REAL ESTATE
     TRUSTEE.

          Real Estate Trustee accepts this trust when this Deed of Trust is
recorded. From time to time on written request of Beneficiary and presentation
of this Deed of Trust for endorsement, and without affecting the personal
liability of any person for payment of any indebtedness or the performance of
any obligations, Real Estate Trustee may, without liability and without notice:

          (a)  reconvey all or any part of the Property;

          (b)  consent to the making of any map or plat; and

          (c)  join in any grant of easement, any declaration of covenants,
conditions, and restrictions, any extension agreement, or any agreement
subordinating the lien or charge of this Deed of Trust.

          Except as may be required by applicable law, Real Estate Trustee or
Beneficiary may from time to time apply to any court of competent jurisdiction
for aid and direction in the execution of the trust and the enforcement of the
rights and remedies available, and may obtain orders or decrees directing,
confirming, or approving acts in the execution of the trust and the enforcement
of the remedies. Real Estate Trustee has no obligation to notify any party of
any pending sale or any action or proceeding, including, without limitation,
actions in which Premier, Beneficiary, or Real Estate Trustee will be a party,
unless held or commenced and maintained by Real Estate Trustee under this Deed
of Trust. Real Estate Trustee will not be obligated to perform any act required
of it under this Deed of Trust unless the performance of the act is requested in
writing and Real Estate Trustee is reasonably indemnified and held harmless
against any loss, cost, liability, or expense.

                                                               EXECUTION VERSION

                                       35
<Page>

          SECTION 10.21   RELEASES, EXTENSIONS, MODIFICATIONS, AND ADDITIONAL
     SECURITY.

          Without notice to or the consent, approval, or agreement of any
persons or entities having any interest at any time in the Property or in any
manner obligated under the Obligations ("INTERESTED PARTIES"), Beneficiary may,
from time to time, release any person or entity from liability for the payment
or performance of any Obligation; take any action or make any agreement
extending the maturity or otherwise altering the terms or increasing the amount
of any Obligation; or accept additional security or release the Property or
other security for any Obligation. None of these actions will release or reduce
the personal liability of any of the Interested Parties, or release or impair
the lien of this Deed of Trust, or the priority of it on the Property. However,
no action taken or agreement made by Beneficiary to extend the maturity or
otherwise alter the terms or increase the amount of any Obligation will be
binding on Premier without Premier's consent.

          SECTION 10.22   RECONVEYANCE.

          Upon the payment and performance of all Indebtedness, including,
without limitation, Beneficiary's receipt of all sums owing and outstanding
under the First Mortgage Notes, Beneficiary will deliver to Real Estate Trustee
a written request for reconveyance, and will surrender to Real Estate Trustee
for cancellation this Deed of Trust and any note or instrument evidencing the
Obligations. However, Beneficiary will have no obligation to deliver the written
request and documents until Beneficiary has been paid by Premier, in immediately
available funds, all escrow, closing, and recording costs, the costs of
preparing and issuing the reconveyance, and any trustee's or reconveyance fees.
On Real Estate Trustee's receipt of the written request by Beneficiary and the
documents, Real Estate Trustee will reconvey, without warranty, the Property or
that portion then held. To the extent permitted by law, the reconveyance may
describe the grantee as the person or persons legally entitled and the recitals
of any matters or facts in any reconveyance will be conclusive proof of the
truthfulness of them. Neither Beneficiary nor Real Estate Trustee will have any
duty to determine the rights of persons claiming to be rightful grantees of any
reconveyance. When the Property has been fully reconveyed, the last reconveyance
will operate as a reassignment of all future rents, issues, and profits of the
Property to the person legally entitled.

          SECTION 10.23   SUBROGATION.

          Beneficiary will be subrogated to the lien of all encumbrances,
whether released of record, paid in whole or in part by Beneficiary pursuant to
this Deed of Trust or by the proceeds of any loan secured by this Deed of Trust.

          SECTION 10.24   RULES OF CONSTRUCTION.

          When the identity of the parties or other circumstances make it
appropriate, the singular number includes the plural.

          SECTION 10.25   SUCCESSORS IN INTEREST.

          The terms, covenants, and conditions in this Deed of Trust will be
binding on and inure to the benefit of the heirs, successors, and assigns of the
parties.

                                                               EXECUTION VERSION

                                       36
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          SECTION 10.26   NO OFFSET.

          Premier will pay to Beneficiary and Noteholders all amounts owing
under the First Mortgage Notes, this Deed of Trust, or any of the other
Indebtedness without deduction, offset, or counterclaim of any kind.

          SECTION 10.27   GOVERNING LAW.

          The parties expressly agree that this Deed of Trust (including,
without limitation, all questions regarding permissive rates of interest) will
be governed by and construed in accordance with the laws of Mississippi and
federal law, where applicable.

          SECTION 10.28   CONSENT OF HARD ROCK STP AND HARK ROCK LICENSING.

          This Deed of Trust is subject to and conditioned upon the Consent and
Acknowledgement Agreement, the Subordination Non-Disturbance and Attornment
Agreement for the Cafe Lease Agreement, and the Subordination Non-Disturbance
and Attornment Agreement for the Retail Store Lease Agreement.

          SECTION 10.29   GAMING LAWS.

          This Deed of Trust is subject to the Gaming Laws (including without
limitation the Mississippi Gaming Control Act Section 75-76-1 et seq.,
Mississippi Code of 1972 and the rules and regulations thereunder), and laws
involving the sale, distribution and possession of alcoholic beverages (the
"LIQUOR LAWS"). Without limiting the foregoing, each of Beneficiary and the
Noteholders acknowledge by its acceptance hereof that (i) it is subject to being
called forward by the Gaming Authority or governmental authority enforcing the
Liquor Laws (the "LIQUOR AUTHORITIES"), in their discretion, for licensing or a
finding of suitability or to file or provide other information, and (ii) all
rights, remedies and powers under this Deed of Trust and the other Loan
Documents, including with respect to the entry into and ownership and operation
of gaming facilities, and the possession or control of gaming equipment,
alcoholic beverages or a gaming or liquor license, may be exercised only to the
extent that the exercise thereof does not violate any applicable provisions of
the Gaming Laws and Liquor Laws and only to the extent that required approvals
(including prior approvals) are obtained from the requisite governmental
authorities.

          In Witness Whereof, Premier has executed this Deed of Trust as of and
effective the day and year first above written.

                              PREMIER ENTERTAINMENT BILOXI LLC A
                              DELAWARE LIMITED LIABILITY COMPANY, (SUCCESSOR IN
                              INTEREST BY MERGER WITH PREMIER ENTERTAINMENT,
                              LLC, A MISSISSIPPI LIMITED LIABILITY COMPANY)

                              By: /s/ Joseph Billhimer
                                 -----------------------------------------------
                                 Name: Joseph Billhimer
                                 Title: President and COO
                                 Date: January 19, 2004

                                                               EXECUTION VERSION

                                       37
<Page>

                                 ACKNOWLEDGMENT

STATE OF MISSISSIPPI

COUNTY OF HARRISON

          Personally appeared before me, the undersigned authority in and for
the said county and state, on this 19th day of January, 2004, within my
jurisdiction, the within named Joseph Billhimer, who acknowledged that he/she
is President and COO of Premier Entertainment Biloxi LLC, a Delaware limited
liability company (successor in interest by merger with Premier
Entertainment, LLC, a Mississippi limited liability company), and that for and
on behalf of the said Company, and as its act and deed he/she executed the above
and foregoing instrument, after first having been duly authorized by said
Company so to do.

(
                                    /s/ Jennifer West Signs
                                    --------------------------------------------
                                    NOTARY PUBLIC

My commission expires: 4-25-06

                                                               EXECUTION VERSION

                                       38
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                                    EXHIBIT A

                                      LAND

                                                               EXECUTION VERSION

<Page>

                                    EXHIBIT B

                                 PRIMARY LEASES

          1.   Public Trust Tidelands Lease dated October 27, 2003, between the
Secretary of State for and on behalf of the State of Mississippi in its capacity
as land commissioner of the State of Mississippi and as Real Estate Trustee of
the Public Trust for Tidelands and Submerged Lands, as landlord, and Premier
Entertainment, LLC, a Mississippi limited liability company, as tenant, a
Memorandum of which is recorded ________, 2004, in Deed Book ____ at
Pages ________ in the Office of the Chancery Clerk of the Second Judicial
District of Harrison County, Mississippi.

          2.   Lease and Air Rights Agreement dated November 18, 2003, between
the City of Biloxi, Mississippi, a Mississippi municipal corporation, as
landlord, and Premier Entertainment Biloxi, LLC, a Delaware limited liability
corporation, as tenant, a Memorandum of which is recorded __________, 2004, in
Deed Book _____ at Pages ______ in the Office of the Chancery Clerk of the
Second Judicial District of Harrison County, Mississippi.

                                                               EXECUTION VERSION