Exhibit 10.2


 


	
  IRREVOCABLE LETTER

  	
   

  	
  AMOUNT $1,000,000.00

  
	
  OF CREDIT #1244

  	
   

  	
  U.S. DOLLARS

  
	
   

  	
   

  	
   

  



 


ESTABLISHED 1896





“Where PEOPLE
comefirst”


 


P.O. DRAWER 529  BILOXI,
MISSISSIPPI 39533-0529


(228) 435-5511 • (228) 864-2252 -
(800) USE-MINT (873-6468)


FAX (228) 435-8418


 


July 1, 2005


 


Hard Rock Hotel Licensing, Inc.


6100 Old Park Lane


Orlando, FL 32835


 


 


Gentlemen:


 


We hereby establish our clean, irrevocable and unconditional letter of
credit and authorize you to value on us by order of Premier Entertainment Biloxi,
LLC, DBA Hard Rock Hotel and Casino Biloxi for same up to the aggregate amount
of One Million U.S. Dollars ($1,000,000.00 U.S. Dollars) available by your
drafts at sight.


 


Each draft must state on its face that it is drawn under The Peoples
Bank, Biloxi, Mississippi, Letter of Credit No. 1244, and accompanied by a
signed statement from a Hard Rock Hotel Licensing, Inc. official that a named
default has occurred, notice has been given to the licensee of the default and
the time to cure the default has lapsed (ten days).


 


Any draw under this Letter of Credit will be honored upon presentation
to this bank’s main office located at 152 Lameuse Street, Biloxi, Mississippi
not later than December 1, 2007, during normal banking hours.  Except when the amount of this Letter of
Credit is increased, this credit cannot be modified or revoked without your
consent.


 


Except as otherwise expressly stated herein, this letter of credit is
subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500.  This obligation of The Peoples Bank under
this Letter of Credit is the individual obligation of The Peoples Bank and is
in no way conditioned upon reimbursement or on ability to perfect any lien,
security interest or any other reimbursement. 
We hereby agree with drawers, endorsers and bona fide holders of the
draft drawn under and in compliance with the terms of this credit that the same
shall be duly honored on presentation at the office of the drawee. Partial
drawings are permitted.


 


 


Sincerely yours,


 


 


	
  Chevis C. Swetman

  	
  A. Wes Fulmer

  
	
  President and CEO

  	
  Senior Vice-President

  
	
   

  	
   

  
	
   

  	
   

  
	
  ANNUAL
  BLESSING OF THE SHRIMP FLEET

  	
   

  	
   

  
	
  A CEREMONY
  DATING BACK OVER 300 YEARS

  	
   

  	
  WWW.THEPEOPLES.COM

  



 





















 





P.O. Drawer
529


Biloxi, MS
39533


 


	
   

  	
  Date:

  	
     7/1/05

  	
   

  	
  L/C No.

  	
    1244

  



 


Gentleman:


 


	
  Please issue an IRREVOCABLE Letter of
  Credit and transmit it by airmail

  	
   

  	
   cable

  	
   

  	
   as follows:

  



 


	
  (Advising
  Bank)

  	
   

  	
  For Account
  of (Applicant)

  
	
  (If Blank,
  Correspondent Bank)

  	
   

  	
   

  
	
   

  	
   

  	
  Premier Entertainment Biloxi, LLC

  DBA Hard Rock Hotel and Casino Biloxi

  
	
   

  	
   

  	
   

  
	
  In Favor of
  (Beneficiary)

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  
	
  Hard Rock Hotel Licensing, Inc.

  6100 Old Park Lane

  Orlando, FL 32835

  	
   

  	
  $1,000,000.00

  
	
   

  	
   

  	
  Drafts must
  be presented for negotiation or pre-

  sented to Drawee on or before (expiration date)

  



 




	
  Available by drafts at sight drawn on you
  when accompanied by the following documents:

  
	
   

  
	
  Beneficiary’s statement puportedly signed
  by one of its officials reading (please state below the exact wording to
  appear on the statement to be presented with the draft):

  
	
   

  
	
  “Drawn under The Peoples Bank, Biloxi,
  Mississippi Letter of Credit No. 1244.

  
	
   

  
	
   

  
	
   

  
	
   

  






 


AGREEMENT


 


In consideration of your issuing, at the request of the Applicant(s)
your Letter of Credit (hereinafter the “Credit”), substantially in accordance
with the foregoing application, the Applicant(s) by its/their signature below,
hereby acknowledges and agrees (jointly and severally) to be bound by the
following terms and conditions:


 


	
  Premier Entertainment Biloxi, LLC

  	
   

  	
   

  
	
  DBA Hard Rock Hotel and Casino Biloxi

  	
   

  	
   

  
	
  Applicant

  	
   

  	
  Applicant

  
	
   

  	
   

  	
   

  



 


 


PLEASE SIGN


	
  BY:

  	
     
  /s/[ILLEGIBLE]

  	
   

  	
   

  
	
  TITLE:

  	
  President

  	
   

  	
   

  
	
  ADDRESS:

  	
  777 Beach Blvd

  	
   

  	
   

  
	
   

  	
  Biloxi, MS 39503

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOR BANK USE
  ONLY

  	
   

  	
   

  
							



 


	
  Approved By:

  	
   

  	
  01-171
  Rev. 9/89 - Shaughnessy Printing Co., Biloxi, MS

  



 





















 


COLLATERAL
NOTE


 


Renewal of
Note No. 


 


	
  $1,000,000.00

  	
   

  	
  Biloxi, MS,

  	
   

  	
  19

  



 


On demand, if no demand
                                                       
days after date, the undersigned (jointly and severally if more than one)
hereinafter called Maker, promises to pay to the order of THE PEOPLES
BANK, Biloxi, Mississippi
                                                                                                                                 
at the office of THE PEOPLES BANK, Biloxi, Miss, the sum of One Million and No/100 Dollars with interest from date at
the current rate of
                          
percent per annum.  Interest is payable
                          
and will float at                     %
over New York (Chase Manhattan) prime.


 


Maker has deposited with Bank, as collateral
for payment of this and any and all other liabilities, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising
(all hereinafter called “obligation”), the following property listed below and
on the reverse side hereof:


 


Letter of Credit #1244 to Hard Rock Hotel
Licensing, Inc:  Interest shall be
computed from date of presentation of Letter of Credit #1244 for payment.


 


hereinafter
called Collateral, the market value of which as of this date is approximately $
                                                                       .


 


In case of a decline in the market value of
the Collateral or if the Collateral shall at any time become unsatisfactory to
Bank. Maker agrees upon demand of Bank to deposit with Bank within two hours
after demand additional collateral of quality and value satisfactory to it and
to create a security interest in the additional collateral in favor of Bank.


 


Bank shall have, but shall not be limited to,
the following rights, each of which may be exercised at any time: (1) to
pledge or transfer this note and the Collateral, and any pledge or transferee
shall have all the rights of Bank hereunder and Bank shall be thereafter
relieved from any liability with respect to any Collateral so pledged or
transferred; (2) to transfer the whole or any part of the Collateral into
the name of itself or its nominee; (3) to vote the Collateral; (4) to
notify the obligors on any Collateral to make payment to Bank of any amounts
due thereon; and (5) to take control of any proceeds of Collateral.


 


Upon the happening of any of the following
events, each of which will constitute a default hereunder, all liabilities of
Maker to Bank shall become immediately due and payable at the option of Bank: (1) failure
of Maker or any other party hereto to perform any agreement hereunder or pay
any obligation secured hereby when due; (2) death of Maker or any other
party hereto; (3) filing of any petition in bankruptcy by or against Maker
or any other party hereto; (4) application for appointment of a receiver
for, making of a general assignment for the benefit of creditors by, or
insolvency of Maker or any other party hereto; or (5) determination by any
officer of Bank that a material adverse change has occurred in the financial
condition of Maker or any party hereto. 
Upon occurrence of any such event or at any time thereafter, Bank shall
have the remedies of a secured party under the Uniform Commercial Code of
Mississippi.  Any notice of sale or other
intended disposition of the Collateral by Bank sent to Maker at the address
specified below, or such other address of Makers as may be shown on Bank’s
records, at least five days prior to such action shall constitute reasonable
notice to Maker.  Should any part of the
Collateral be offered for sale in satisfaction Maker’s obligations under this
note and should Bank become the purchase thereof, Maker hereby waives and
releases all rights of redemption in and to such Collateral.  Bank may waive any default before or after
the same has been declared without impairing its right to declare a subsequent
default hereunder, this right being a continuing one.


 


In the event of default, it is agreed that
the Bank shall have the right to set off the balance due on this note in whole
or in part against any deposits or monies credited or owing by the Bank to the
Maker or any party to this note.


 


Makers shall take all necessary steps to
preserve rights against prior parties to instruments or chattel paper
constituting Collateral and shall be responsible generally for its
preservation.  Notwithstanding any
provision in this note or in any other agreement with Bank, this note is not
secured by any household goods (as defined in Federal Reserve Board Regulation
AA, Subpart(B), unless the household goods are
identified in a security agreement and either (1) are purchased with the
proceeds of this note or (2) this note is a refinancing of such earlier
purchase money note.  Such purchase money
household goods shall only secure the purchase money note and any refinancing
thereof.


 


Maker and all parties hereto waive protest of
this note.  If this note is not paid when
due, Maker and all other parties hereto agree to pay all costs and expenses of
collection, including a reasonable attorney’s fee.  Bank shall in no event be liable to any party
hereto for failure to collect this note, in whole or in part.


 


	
   

  	
   

  	
   

  	
  Premier Entertainment Biloxi, LLC

  
	
  LIFE INSURANCE 

  	
  o

  	
   

  	
  DBA Hard Rock Hotel and Casino Biloxi

  
	
  CHARGE MONTHLY 

  	
  o

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Phone No.

  	
   228-386-5007

  	
   

  	
  PLEASE
  SIGN  

  	
  /s/
  [ILLEGIBLE]

  
	
  Tax I.D.

  	
    20-0495680

  	
   

  	
   

  	
   

  
	
  111 Lameuse Street

  	
   

  	
   

  	
   

  
	
  Suite 104

  	
   

  	
   

  	
   

  
	
  Biloxi, Ms 39530

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Approved by:

  	
  Reviewed by: