**Exhibit10.2**

 

STATE OF MISSISSIPPI

 

COUNTY OF HARRISON

 

SECOND JUDICIAL DISTRICT

 

LEASE AGREEMENT

 

This**Lease made and entered into this day byand between CHARLES T. HARRISON REALTY AGENCY, agent for MEDICAL PLAZA,LIMITED, a limited partnership having its principal office located in the Cityof Biloxi, State of Mississippi, hereinafter referred to as Lessor, and**Premier Entertainment Biloxi, LLC d/b/aHard Rock Hotel and Casino hereinafter referred to as Lessee, WITNESSETH:

 

WHEREAS. The Lessee isdesirous of leasing the hereinafter described office space on the terms andconditions hereinafter set out, and the Lessor is agreeable to leasing same onsaid terms:

 

WHEREAS, the Lessee hasdeposited with the Lessor the sum of $ 1,170.26, which shall be applied to the01st month’s rentals hereunder.

 

NOW THEREFORE, inconsideration of the premises and the rents paid and to be paid as hereinprovided for, the Lessor does hereby lease to the Lessee and the Lessee herebyleases from the Lessor that portion of the FIRST Floor of Medical PlazaBuilding, hereinafter referred to as Building, comprising a minimum of 2,793square feet which are situated in the South End of said Building, located at111 Lameuse Street in the City of Biloxi, Second Judicial District, HarrisonCounty, Mississippi, known as the Medical Plaza Building, Suite No. 104.  The demised premises are leased togetherwith the appurtenances including without limitations, the rights to use incommon with others, the lobbies, elevators, stairs, parking lot and otherpublic portions of the Building.

 

1.             The term of thisLease shall be for a primary term of TWO (2) YEARS and shall commence on the19th day of April, 2004, and ending on the 18th day of April, 2006, unlesssooner terminated pursuant to the provisions of this instrument.

 

2.             The Lessee shall paythe Lessor the net annual rental of $8.00 per square foot (hereinafter referredto as the Minimum Rental), plus the variable rate of $4.57.  The Lessee shall pay the rental in equalmonthly installments in advance on the first day of each month during the termof this Lease, the first installment of which shall be paid on the date ofcommencement. If such date be other than the first day of the calendar month,the first installment shall be prorated for the period between the date ofcommencement of the term of this Lease and the first day of the followingmonth.  Such

 

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installments shall be paid to the Lessor atits regular business address or at such other place in the City of Biloxi asthe Lessor may hereinafter designate in writing.

 

3.             The base year or variable rental rate will be$4.57.  The variable rate shall beadjusted as required on a semi-annual basis, (June and December) of each year.This rate is adjusted to reflect the increased cost of the Lessor. The rentalvariable rate shall be based on the previous six month period expenses. Theseexpenses reflect the changes in the costs of utilities (including electricity,gas, water and sewer), taxes, insurance, and common area janitorial servicesand supplies. The adjustment shall be calculated by determining an average costof the total utilities, taxes, insurance and janitorial services and suppliesper square foot**during theprevious six month period, which shall be known as the base cost. Lessee willpay the Lessor a figure equal to the number of square feet times the amount ofincrease per square foot of the utilities, taxes, insurance and janitorialservices and supplies, over and above the established variable rate. The Lessorshall furnish Lessee upon request justification of increase. In no event shallthe rent be less than as originally set. This amount shall be payable on amonthly pro rata basis beginning within thirty (30) days from the receipt ofwritten notice by the Lessee of any increases from the proceeding six monthperiod.

 

4.             The Lessor shall not be required to provideany services or do any act in connection with the demised premises except asspecifically provided herein. The fact that the Lessee’s use and occupancy ofthe demised premises shall be disturbed or prevented from any cause whatsoevershall not in any way suspend or reduce the rental to be paid hereunder exceptas other specifically provided in this Lease.

 

5.             The Lessor agrees to repair, maintain andilluminate the parking lot at Lessor’s own cost and expense. The parking areashall be for the exclusive use of the customers, patients and clients of theLessee and Lessor of the building of which the demised premises forms a part.Lessee shall have the right by itself or in conjunction with the Lessor or oneor more Lessees to enforce this restriction by such means as it deems necessaryor desirable. The Lessor agrees to repair, maintain, illuminate, providejanitorial services and otherwise care for all other common public areas of thedemised premises.

 

6.             The Lessee shall take good care of the leasedpremises and shall make all necessary repairs excluding structural repairs tothe interior of the leased premises, heating, air conditioning and plumbing.The lessee shall provide, at its own cost and expense, standard and customaryjanitorial services to the demised premises during the entire term of thisLease. The Lessor shall be responsible for all utilities to the demised

 

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premises. The Lessor shallpay all electricity for the elevator and shall maintain and make all necessaryrepairs to the elevator at the sole expense of the Lessor.

 

7.             All alterations, additions and installation offixtures and equipment affixed to the realty shall be done at Lessee’s ownexpense and Lessor shall have no obligations with respect to the cost of same.The Lessee shall obtain Lessor’s permission prior to making any structuralchanges in the demised premises and installation of signs.

 

8.             All movable property, furniture, furnishingsand fixtures, including those attached to the realty, installed by the Lesseeshall remain the property of the Lessee at the termination of this Lease,however, in the case of damage by reason of removal of any of said personalproperty, furniture, furnishings and fixtures attached to the realty, theLessee shall restore the demised premises to good order and condition,reimbursing Lessor for the cost of any such damage. Any structure or additionbuilt into the premises heroin demised at the commencement of or during theterm by the Lessor at its expense, shall be and remain a part of the premisesshall not be removed by the Lessee at the end of the term unless otherwiseexpressly provided in this Lease and shall remain the property of the Lessor.The Lessor agrees that the term fixtures, as used in this paragraph,specifically shall include any machinery or equipment leased or borrowed by theLessee and the Lessor agrees that the legal owner of such machinery orequipment shall have the right to remove said machinery or equipment from thedemised premises, notwithstanding, the manner or mode of attachment. In theevent any removal of machinery, equipment or fixtures shall injure or damagethe demises premises, the Lessee agrees to repair such damage at its ownexpense.

 

9.             The Lessor will provide casualty insurance forthe entire building and will provide liability insurance for all common publicareas, the Lessee will further provide liability insurance for the area of thedemised premises that its occupies. Lessee, at its option, will providecasualty insurance for all personal property located in the demised premisesand will not hold Lessor liable for any losses thereto. If the demised premisesshall be damaged in whole or in part by fire or other cause, the structuraldamages, to include interior walls, wiring and mechanical, shall be repairedand restored by and at the expense of the Lessor and Lessee shall repair andrestore the damage to the personal fixtures, furniture and furnishings. Lesseeshall not be entitled to any abatement or set-off because of fire or otherdamage. The Lessor and Lessee shall make such repairs and replacements aspromptly as possible. In the event the building of which the demised premisesare a part is totally damaged or if rendered wholly untenantable by fire orother cause, the Lessee may, within thirty (30) days after such fire or othercause, terminate this Lease by giving the other party notice in writing of suchdecision. Thereupon, the lease

 

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shall terminate immediatelyand Lessee shall be relieved of any remaining payment obligation under thisLease. Furthermore, as the rent is**paidin advance, where such a casualty occurs during a period that has been paidfor, Lessee shall be entitled to a refund of the proportionate amountrepresenting the remainder of days remaining, but not used, during that paymentperiod..

 

10.           If the Lessee shall fail to pay anyinstallment of the fixed rent or other charges when the same has become due andpayable, or if default should be made of any of the covenants herein contained,and such failure or default shall continue for 20 days following ample noticeto Lessee specifying such failure or default. Then the Lessor shall have theright at the Lessor’s option, to terminate this Lease and the term hereof, aswell as all the right, title and interest of the Lessee hereunder, by givingthe Lessee twenty (20) days notice in writing of such intention and upon theexpiration of the time fixed and in such written notice, the Lessor shall beentitled to the immediate possession of the demised premises and the Lesseeshall immediately quit and surrender the demised premises to the Lessor.However, nothing contained in this article, except as stated in paragraph 9,shall be construed to release the Lessee of any of its duties, obligations orliabilities under the terms of this Lease and said Lessor’s termination rightis included primarily for the purpose of allowing the Lessor the right topeaceably take possession of the premises. The act of the Lessee in quittingand surrendering the demised premises to the Lessor shall in no way set-off orreduce the liability of the Lessee hereunder.

 

11.           The Lessee shall have the right to sublet orassign the demised premises only upon obtaining the written consent of theLessor. The Lessee shall not be relieved of any rent, duties or obligationshereunder by virtue of any subletting and the acceptance by Lessor of anyassignment or sublease will in no way reduce the obligation of the Lessee underthis Lease. Lessee shall not have the right to encumber its leasehold interestwithout the prior written consent of the Lessor, its successor or assigns.

 

12.           The failure of the Lessor to insist upon astrict performance of any of the terms, conditions and covenants herein, shallnot be deemed a waiver of any rights or remedies that the Lessor may have andshall not be deemed a waiver of any subsequent breach or default in the terms,conditions and covenants herein contained.

 

13.           If this Lease shall be terminated by theLessor for the default of the Lessee, Lessee shall pay Lessor, as liquidateddamages, for the failure of Lessee to observe and perform said Lessee’scovenants, the deficiency between the rent hereby reserved and the net amount,if any, of the rents collected on account of the lease or leases of the demisedpremises for each month of the period which would otherwise have

 

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constituted the balance ofthe term of this Lease. The failure or refusal of the Lessor to re-let thepremises or any**part or partsthereof, shall not release, diminish or affect Lessee’s liability for damagesin which case, the entire rent shall be considered liquidated damages. Incomputing such liquidated damages, there shall be added to such deficiency,such expenses as Lessor may incur in connection with re-letting the premises,such as legal expenses, reasonable attorney fees, not to exceed 25% of the rentin arrears, brokerage fees and for keeping the premises in good order or forpreparing the same for re-letting. Any such liquidated damages shall be paid inmonthly installments by the Lessee on the rent day specified in this Lease andany suit brought to collect the amount of the deficiency for any month shallnot prejudice in any way the rights of the Lessor to collect the deficiency forany subsequent month by a similar proceeding. The Lessor, at Lessor’s option,may make such alteration, repairs, replacement and/or decorations in thedemised premises as the Lessor, in its sole judgment, considers advisable andnecessary for the purpose of re-letting the premises and the making of suchalterations and/or decorations, shall not operate or be construed to releasethe Lessee from liability hereunder as aforesaid.

 

14.           The Lessee hereby waives any and all right ofredemption under any present or future law if Lessor obtains possession afterLessee’s default, either through re-entry or following any dispossessionproceedings.

 

15.           Upon the default of the Lessee in any terms asoutlined in paragraph 10, obligations or covenants herein, including but notlimited to the making of monthly rental payments, and the continuation of suchdefault for a period of 20 days following written notice of such default theLessor, at its option, may declare the entire rent for the balance of the termof this Lease to be at once due and payable as liquidated damages as abovedescribed. This is in addition to all rights of the Lessor stated herein andthe option of the Lessor accelerate all rent upon the default of the Lessee isnot to be construed as a waiver of any right of the Lessor under this Lease.

 

16.           The Lessee shall in the use of the premisescomply with all laws, ordinances and regulations of the State of Mississippiand its subordinate jurisdictions, including the City of Biloxi.

 

17.           This Lease shall go governed and construedaccording to the Laws of the State of Mississippi.

 

18.           In the event the Lessee shall pay all rentswhen due and otherwise comply with the terms and conditions of this Lease, thenin that event, the Lessee shall have the exclusive right and option to extendthis Lease for (4) additional and consecutive terms of

 

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two years each upon theexpiration of the primary term hereinabove set for. Price to be mutually agreedon at**that time.

 

19.           This Lease may be modified, amended orsurrendered only by an instrument to writing duly executed by the Lessor andLessee.

 

Witness our signatures this15th day of April, 2004.

 
|   | MEDICAL PLAZA, LIMITED            |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | BY:                               | /s/ [ILLEGIBLE] |   |
|   | Lessor                            |   |
|   |                              |
|   |                              |
|   | CHARLES T. HARRISON REALTY AGENCY |
|   |                              |
|   |                              |
|   | BY:                               | /s/ [ILLEGIBLE] |   |
|   | Lessor                            |   |
|   |                              |
|   |                              |
|   | hard  rock hotel & casino     |
|   |                              |
|   |                              |
|   | BY:                               | /s/ Joe Billhimer |   |
|   | Lessee                            |   |
|   | Joe  Billhimer/President/COO      |   |

 

Agreement made to lease Suite 104 for TWO YEARS at$35,108.01 per year in twelve equal payments of $2,925,67 monthly per year.

 

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MEDICAL PLAZA BUILDING

 

RENTAL QUOTE FOR HARD ROCK HOTEL & CASINO2,793 SQUARE FEET.

 
| COST PER SQUARE FOOT:                                 |   | $ 8.00         |  (BASE RATE)                                      |       |   |   |   |
|-------------------------------------------------------|--------|----------------|--------------------------------------------------------|------------|--------|--------|--------|
|                                                  |   |           |                                                   |       |   |   |
|                                                  |   | $ 4.57         |  (ADJUSTABLE RATE -  taxes, utilities, insurance) |
|                                                  |   |           |                                                   |       |
| RENTAL RATE:                                          |   | $  $2,925.67   |                                                   | PER**MONTH |
|                                                  |   |           |
| EFFECTIVE:                                            |   | APRIL 18, 2004 |                                                   |       |   |
|                                                  |   |           |
| THIS AGREEMENT DOES NOT  INCLUDE JANITORIAL SERVICES. |
|                                                       |        |                |                                                        |            |        |        |        |  |  |  |  |  |  |  |  |  |  |  |

 

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