**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 ofcredit 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 amountof One Million U.S. Dollars ($1,000,000.00 U.S. Dollars) available by yourdrafts at sight.

 

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

 

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

 

Except as otherwise expressly stated herein, this letter of credit issubject to the Uniform Customs and Practice for Documentary Credits (1993Revision), International Chamber of Commerce Publication No. 500.  This obligation of The Peoples Bank underthis Letter of Credit is the individual obligation of The Peoples Bank and isin 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 thedraft drawn under and in compliance with the terms of this credit that the sameshall be duly honored on presentation at the office of the drawee. Partialdrawings 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. Drawer529**

**Biloxi, MS39533**

 
|   | 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 accordancewith the foregoing application, the Applicant(s) by its/their signature below,hereby acknowledges and agrees (jointly and severally) to be bound by thefollowing 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 |
|--------------|--------|----------------------------------------------------------|

 

----

 

**COLLATERALNOTE**

 

**Renewal ofNote 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 PEOPLESBANK,** Biloxi, Mississippi                                                                                                                                 at the office of THE PEOPLES BANK, Biloxi, Miss, the sum of **One Million and No/100** Dollars with interest from date atthe 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 collateralfor 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 andon the reverse side hereof:

 

**Letter of Credit #1244 to Hard Rock HotelLicensing, Inc:  Interest shall becomputed from date of presentation of Letter of Credit #1244 for payment.**

 

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

 

In case of a decline in the market value ofthe Collateral or if the Collateral shall at any time become unsatisfactory toBank. Maker agrees upon demand of Bank to deposit with Bank within two hoursafter demand additional collateral of quality and value satisfactory to it andto 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) topledge or transfer this note and the Collateral, and any pledge or transfereeshall have all the rights of Bank hereunder and Bank shall be thereafterrelieved from any liability with respect to any Collateral so pledged ortransferred; (2) to transfer the whole or any part of the Collateral intothe name of itself or its nominee; (3) to vote the Collateral; (4) tonotify the obligors on any Collateral to make payment to Bank of any amountsdue thereon; and (5) to take control of any proceeds of Collateral.

 

Upon the happening of any of the followingevents, each of which will constitute a default hereunder, all liabilities ofMaker to Bank shall become immediately due and payable at the option of Bank: (1) failureof Maker or any other party hereto to perform any agreement hereunder or payany obligation secured hereby when due; (2) death of Maker or any otherparty hereto; (3) filing of any petition in bankruptcy by or against Makeror any other party hereto; (4) application for appointment of a receiverfor, making of a general assignment for the benefit of creditors by, orinsolvency of Maker or any other party hereto; or (5) determination by anyofficer of Bank that a material adverse change has occurred in the financialcondition of Maker or any party hereto. Upon occurrence of any such event or at any time thereafter, Bank shallhave the remedies of a secured party under the Uniform Commercial Code ofMississippi.  Any notice of sale or otherintended disposition of the Collateral by Bank sent to Maker at the addressspecified below, or such other address of Makers as may be shown on Bank’srecords, at least five days prior to such action shall constitute reasonablenotice to Maker.  Should any part of theCollateral be offered for sale in satisfaction Maker’s obligations under thisnote and should Bank become the purchase thereof, Maker hereby waives andreleases all rights of redemption in and to such Collateral.  Bank may waive any default before or afterthe same has been declared without impairing its right to declare a subsequentdefault hereunder, this right being a continuing one.

 

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

 

Makers shall take all necessary steps topreserve rights against prior parties to instruments or chattel paperconstituting Collateral and shall be responsible generally for itspreservation.  Notwithstanding anyprovision in this note or in any other agreement with Bank, this note is notsecured by any household goods (as defined in Federal Reserve Board RegulationAA, Subpart(B), unless the household goods areidentified in a security agreement and either (1) are purchased with theproceeds of this note or (2) this note is a refinancing of such earlierpurchase money note.  Such purchase moneyhousehold goods shall only secure the purchase money note and any refinancingthereof.

 

Maker and all parties hereto waive protest ofthis note.  If this note is not paid whendue, Maker and all other parties hereto agree to pay all costs and expenses ofcollection, including a reasonable attorney’s fee.  Bank shall in no event be liable to any partyhereto 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:                              |
|                    |                        |              |                                           |  |  |

 

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