CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Cash Collateral Agreement

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U.S. BANK NATIONAL ASSOCIATION, | PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC., | PREMIER ENTERTAINMENT BILOXI LLC, | PREMIER FINANCE BILOXI CORP.,

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Title: CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Governing Law: New York Date: 4/8/2004
Law Firm: Balch & Bingham LLP; Duane Morris LLP

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Exhibit 4.3

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Among

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as Disbursement Agent,

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as Trustee,

PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,

a California corporation

PREMIER ENTERTAINMENT BILOXI LLC,

a Delaware limited liability company

and

PREMIER FINANCE BILOXI CORP.,

a Delaware corporation

dated as of

January 23, 2004

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TABLE OF CONTENTS

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PAGE

1. DEFINITIONS.................................................................................. 3

1.1 DEFINED TERMS...........................................................................3

1.2 INDEX OF ADDITIONAL DEFINED TERMS......................................................14

2. APPOINTMENT OF DISBURSEMENT AGENT; ESTABLISHMENT OF SECURITIES

ACCOUNTS; RELATED PROVISIONS................................................................ 15

2.1 APPOINTMENT OF THE DISBURSEMENT AGENT................................................. 15

2.2 ESTABLISHMENT OF ACCOUNTS............................................................. 16

2.3 ACKNOWLEDGEMENT OF SECURITY INTEREST; CONTROL......................................... 17

2.4 CONTROL OF SECURITIES ACCOUNTS........................................................ 17

2.5 CONTROL OF ISSUER'S PAYMENT ACCOUNT................................................... 18

2.6 CONTROL OF PFC PAYMENT ACCOUNT........................................................ 19

2.7 THE ISSUER'S RIGHTS................................................................... 20

2.8 CASH EQUIVALENTS...................................................................... 20

2.9 REMEDIES.............................................................................. 20

2.10 WAIVER OF SET-OFF RIGHTS.............................................................. 21

2.11 COOPERATION........................................................................... 21

2.12 FUNDING MECHANICS FOR FF&E COSTS...................................................... 21

2.13 FUNDING MECHANICS FOR BOND FINANCING.................................................. 22

3. CERTAIN RESPONSIBILITIES OF DISBURSEMENT AGENT AND INDEPENDENT

CONSTRUCTION CONSULTANT..................................................................... 23

3.1 DISBURSEMENTS FROM THE ACCOUNTS....................................................... 23

3.2 TRANSFER OF FUNDS AT DIRECTION OF TRUSTEE............................................. 23

3.3 PAYMENT OF COMPENSATION............................................................... 23

3.4 PERIODIC REVIEW....................................................................... 24

3.5 REVIEW BY INDEPENDENT CONSTRUCTION CONSULTANT......................................... 24

3.6 THE SPECIAL PROCEDURES FOR UNPAID CONTRACTORS......................................... 25

4. DISBURSEMENTS DURING CONSTRUCTION PERIOD.................................................... 25

4.1 INITIAL DISBURSEMENTS FROM THE CONSTRUCTION DISBURSEMENT ACCOUNT...................... 25

4.2 SUBSEQUENT DISBURSEMENTS FROM THE CONSTRUCTION DISBURSEMENT ACCOUNT. ................. 26

4.3 ADVANCE CONSTRUCTION DISBURSEMENTS.................................................... 31

4.4 INTEREST RESERVE ACCOUNT DISBURSEMENTS................................................ 32

4.5 ISSUER'S REIMBURSEMENT OF PREVIOUSLY FUNDED PROJECT COSTS............................. 33

4.6 DISBURSEMENT OF FUNDS IN CONSTRUCTION PERIOD ACCOUNTS FOLLOWING

THE INITIAL OPERATING DATE............................................................ 33

4.7 FINAL DISBURSEMENT OF FUNDS IN CONSTRUCTION PERIOD ACCOUNTS........................... 35

4.8 TIDELANDS LEASE DISBURSEMENTS......................................................... 36

5. CERTAIN CONSTRUCTION PERIOD COVENANTS....................................................... 36

5.1 AMENDMENTS TO PROJECT BUDGET.......................................................... 36

5.2 CONSTRUCTION CONTRACT AMENDMENT PROCESS............................................... 38

5.3 CONSTRUCTION CONTRACTS ENTERED INTO AFTER THE ISSUANCE DATE........................... 38

5.4 AVAILABLE CONSTRUCTION FUNDS CERTIFICATE.............................................. 39

5.5 PROJECT COST SCHEDULE CERTIFICATE..................................................... 40

5.6 FINAL PLANS........................................................................... 40

5.7 NOTICE THAT PROJECT IS OPERATING...................................................... 40

5.8 MAINTENANCE OF PERMITTED INVESTMENTS.................................................. 40

5.9 BOND FINANCING AMOUNTS................................................................ 41

5.10 APPLICATION OF INSURANCE AND CONDEMNATION PROCEEDS.................................... 41

6. TIDELANDS LEASE ACCOUNT..................................................................... 41

6.1 DEPOSITS INTO TIDELANDS LEASE ACCOUNT................................................. 41

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7. LIMITATION OF LIABILITY..................................................................... 42

7.1 LIMITATION OF DISBURSEMENT AGENT'S LIABILITY.......................................... 42

7.2 LIMITATION OF INDEPENDENT CONSTRUCTION CONSULTANT'S LIABILITY......................... 43

8. INDEMNITY AND INSURANCE..................................................................... 43

9. TERMINATION................................................................................. 44

10. SUBSTITUTION OR RESIGNATION OF THE DISBURSEMENT AGENT....................................... 44

10.1 PROCEDURE............................................................................. 44

10.2 SUCCESSOR DISBURSEMENT AGENT BY MERGER, ETC........................................... 45

10.3 ELIGIBILITY; DISQUALIFICATION......................................................... 45

10.4 CONSENT OF INDEPENDENT CONSTRUCTION CONSULTANT........................................ 45

11. INDEPENDENT CONSTRUCTION CONSULTANT......................................................... 45

11.1 REMOVAL AND FEES...................................................................... 45

11.2 DUTIES................................................................................ 45

11.3 ACTS OF DISBURSEMENT AGENT............................................................ 45

12. STATEMENT OF SECURITIES ACCOUNTS............................................................ 45

13. MISCELLANEOUS............................................................................... 46

13.1 WAIVER................................................................................ 46

13.2 INVALIDITY............................................................................ 46

13.3 NO AUTHORITY.......................................................................... 46

13.4 ASSIGNMENT............................................................................ 46

13.5 BENEFIT............................................................................... 46

13.6 TIME.................................................................................. 46

13.7 ENTIRE AGREEMENT; AMENDMENTS.......................................................... 46

13.8 NOTICES............................................................................... 46

13.9 COUNTERPARTS.......................................................................... 48

13.10 CAPTIONS.............................................................................. 48

13.11 RIGHT TO CONSULT COUNSEL.............................................................. 48

13.12 CHOICE OF LAW......................................................................... 48

13.13 DESIGNATION OF APPLICABLE COURTS AND JURISDICTIONS.................................... 48

13.14 SURETYSHIP WAIVERS.................................................................... 49

</Table>

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TABLE OF EXHIBITS

EXHIBIT

A Initial Disbursements Certificate

B-1 Form of Issuer's Closing Certification

B-2 Form of Trustee's Closing Certification

C-1 Construction Disbursement Request

C-2 Pre-Opening Disbursement Request

C-3 Form of Advance Construction Disbursement Request Certificate

C-4 Form of Interest Reserve Account Disbursement Certificate

C-5 Form of Interest Reserve Excess Transfer Certificate

C-6 Form of Tidelands Lease Certificate

D-1 Form of Available Construction Funds Certificate

D-2 Form of Project Cost Schedule Certificate

D-3 Finishes Line-Items and Amounts (from Initial Project Budget)

E Form of Project Budget Amendment Certificate

F Construction Contract Amendment Certificate

G-1 Form of Issuer's Initial Operating Date Disbursement Request

Certificate

G-2 Form of Certificate of Objection of General Contractor to Issuer's

Initial Operating Date Disbursement Request Certificate

G-3 Form of Issuer's Final Disbursement Request Certificate

G-4 Form of Tidelands Lease Disbursement Certificate

H-1 Long Form of Consent to Security Assignment of Construction

Contract (Contracts Over $1,000,000)

H-2 Short Form of Consent to Security Assignment of Construction

Contract (Contracts Between $500,000 and $1,000,000)

iii

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TABLE OF EXHIBITS

EXHIBIT

I Initial Project Budget

J Form of Final Plans Amendment Certificate

K Form of Additional Construction Contract Certificate

L Permitted Encumbrances

M-1 Form of Interim Lien Affidavit (Owner)

M-2 Form of Interim Lien Affidavit (General Contractor)

M-3 Form of Interim Lien Affidavit (Other Contractor)

M-4 Form of Final Lien Affidavit (Owner)

M-5 Form of Final Lien Affidavit (General Contractor)

M-6 Form of Final Lien Affidavit (Other Contractors)

N-1 Form of Commitment to Issue Update Endorsement

N-2 Form of Separate Tax Lot Endorsement

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CASH COLLATERAL AND DISBURSEMENT AGREEMENT

THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented,

restated or otherwise modified from time to time, this "AGREEMENT") is dated as

of January 23, 2004, by and among U.S. BANK NATIONAL ASSOCIATION, a national

banking association, as disbursement agent, securities intermediary and

depositary bank (together with any successor disbursement agent permitted

hereunder, the "DISBURSEMENT AGENT"), U.S. BANK NATIONAL ASSOCIATION, a national

banking association, as trustee under the Indenture (as defined below) (together

with its successors and assigns from time to time under the Indenture, the

"TRUSTEE"), PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC., a California

corporation (the "INDEPENDENT CONSTRUCTION CONSULTANT"), PREMIER ENTERTAINMENT

BILOXI LLC (d/b/a Hard Rock Hotel & Casino Biloxi), a Delaware limited liability

company (successor in interest by merger with Premier Entertainment, LLC, a

Mississippi limited liability company ("PREMIER"), and PREMIER FINANCE BILOXI

CORP., a Delaware corporation ("PFC," jointly and severally with Premier, the

"ISSUER"). Defined terms used herein have the meanings specified in SECTION 1.

RECITALS

A. FACILITY. Premier desires to develop, construct and operate the Hard

Rock Hotel and Casino Biloxi, a full service gaming, hotel and entertainment

resort and certain related amenities (the "FACILITY") to be developed upon

approximately 8.5 acres along the Mississippi Gulf Coast in Biloxi, Mississippi.

B. FIRST MORTGAGE NOTES. Concurrently herewith, the Issuer is issuing

$160,000,000 aggregate principal amount of its 10 3/4% First Mortgage Notes due

2012 (together with all notes issued under the Indenture, including all notes

issued in exchange or replacement therefore, the "FIRST MORTGAGE NOTES"),

pursuant to the Indenture to finance Project Costs.

C. JUNIOR SUBORDINATED NOTE. Concurrently herewith, Rank America, Inc.

("RANK") shall purchase from the Issuer an unsecured subordinated note in an

amount of $10,000,000, the proceeds of which will be applied to finance Project

Costs, as more particularly described herein and in the Junior Subordinated Note

Investment Agreement (as defined herein).

D. INTERCREDITOR AGREEMENT. Concurrently herewith, the Trustee (acting on

behalf of itself and the Noteholders) and Rank have entered into an

Intercreditor Agreement, pursuant to each of which the parties thereto have set

forth certain intercreditor provisions, including the priority of the liens, the

method of decision making, the arrangements applicable to actions in respect of

approval rights and waivers, the limitations on rights of enforcement upon

default and the application of proceeds upon enforcement.

E. FF&E FINANCING. Premier intends to finance the costs of acquiring and

installing Additional Funding FF&E by issuing additional First Mortgage Notes

("ADDITIONAL NOTES") or by entering into agreements with respect to the FF&E

Financing pursuant to which Premier will obtain certain loans to finance

acquisition and installation costs of Additional Funding FF&E, as more

particularly described in the Indenture.

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F. MBFC BOND FINANCING. Premier intends to finance the costs of

acquiring, constructing and installing certain land-based improvements and

equipment with the proceeds of industrial development bonds (the "BONDS") issued

by the Mississippi Business Finance Corporation (the "MBFC") pursuant to Code

SECTION 57-10-201 et seq. (the "IDB ACT"). PFC will purchase the Bonds issued by

MBFC using equity contributions made by Premier to PFC and funded by

disbursements made from the Construction Disbursement Account (as defined below)

under this Agreement. The proceeds of the Bonds sold to PFC will be used by MBFC

to make certain loans to Premier to pay certain Project Costs incurred in

connection with such land-based improvements and equipment. This financing

transaction, as more particularly described herein and in the Bond Financing

Documents, is referred to herein as the "BOND FINANCING."

G. INITIAL EQUITY CONTRIBUTION. Concurrently herewith, $[33,665,245.43]

of equity shall be irrevocably and unconditionally contributed to Premier and

deposited into the Construction Disbursement Account.

H. USE OF PROCEEDS. The net proceeds from the issuance of the First

Mortgage Notes and the proceeds of the Junior Subordinated Note (collectively,

the "PROCEEDS"), together with the initial and any additional equity provided by

the Issuer or its Affiliates, will be used to pay Project Costs and to initially

fund the Tidelands Lease Account. The proceeds of the Bond Financing will be

used to pay Project Costs.

I. ACCOUNTS. $33,100,000.00 of the Proceeds will be deposited

contemporaneously with the execution of this Agreement into the Interest Reserve

Account. $1,031,900.00 of the Proceeds will be deposited contemporaneously with

the execution of this Agreement into the Tidelands Lease Account. The remaining

Proceeds (in the amount of $128,962,500.00) and an initial equity contribution

in the amount of $15,180,809.71 will be deposited contemporaneously with the

execution of this Agreement into the Construction Disbursement Account. The PFC

Payment Account will be established contemporaneously with the execution of this

Agreement to facilitate the Bond Financing. Assets maintained in the

Construction Disbursement Account and the Tidelands Lease Account and the

Interest Reserve Account are owned beneficially by Premier, subject to the terms

and conditions of this Agreement. The assets maintained in the PFC Payment

Account are owned beneficially by PFC, subject to the terms and conditions of

this Agreement.

J. PURPOSE. The parties have entered into this Agreement in order to set

forth the conditions upon which, and the manner in which funds will be disbursed

(a) from the Construction Disbursement Account, the Issuer's Payment Account and

the PFC Payment Account in order to permit Premier to design, develop, equip,

construct, operate and open the Facility, (b) from the Interest Reserve Account

for payment of interest due on the First Mortgage Notes, and (c) from the

Tidelands Lease Account to pay the rent and additional rent provided for under

the Tidelands Lease.

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AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows:

1. DEFINITIONS.

1.1 DEFINED TERMS. The terms defined in this SECTION 1 shall have

the meanings herein specified:

"ADDITIONAL FUNDING FF&E" means FF&E which Premier reasonably expects

to fund through the FF&E Financing or the issuance of Additional Notes.

"ADDITIONAL NOTES FF&E" means the FF&E that is financed through the

issuance of additional First Mortgage Notes pursuant to this Agreement.

"ADDITIONAL PRE-OPERATING REVENUE" means revenue generated by Premier

after the date hereof (including the net proceeds of the issuance of any

Additional Notes), other than from disposition of its assets, but only to the

extent that such revenue (a) has been deposited in the Construction Period

Accounts and (b) (i) has been disbursed from the Construction Disbursement

Account or (ii) is held by Premier, free and clear of any claims of any other

Person whatsoever; PROVIDED, HOWEVER, that as of any date of measurement,

Additional Pre-Operating Revenue shall also include without duplication:

(x) Anticipated Investment Income; and

(y) the lesser of (A) the net amount of FF&E Financing that the Issuer

has obtained or reasonably expects to obtain, or the amount of net proceeds of

Additional Notes that the Issuer has issued or expects to issue, in accordance

with the Indenture to fund the costs of procuring Additional Funding FF&E and

(B) the aggregate amount of Remaining Costs allocated to the "FF&E", "owner

supplied FF&E," "systems" or "gaming equipment" line items in the Project Budget

which has not yet been expended.

"ADVANCE CONSTRUCTION DISBURSEMENT" means a disbursement from the

Construction Disbursement Account pursuant to SECTION 4.3.

"AFFILIATE" has the meaning ascribed thereto in the Indenture.

"AGREED PERMITS" has the meaning ascribed thereto in EXHIBIT B-1

attached hereto.

"ANTICIPATED INVESTMENT INCOME" means, at any time, with respect to

the Construction Disbursement Account and the Issuer's Payment Account, the

amount of investment income which the Issuer reasonably determines will accrue

on the funds in each such account through the anticipated Initial Operating

Date, taking into account the current and future anticipated rates of return on

investments in each such account permitted under the Indenture and the

anticipated times and amounts of draws from each such account for the payment of

Project Costs.

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"APPLICABLE PERMITS" means national, state and local license

authorizations, certifications, filings, recordings, permits or other approvals

with or of any governmental authority, including, without limitation,

environmental, construction, operating or occupancy permits and any agreements,

consents or approvals that are required or that are otherwise necessary for the

performance of the design, construction, operation or maintenance of the

Facility. Without limiting the foregoing, Applicable Permits also include

Construction Period permits for temporary construction utilities and temporary

sanitary facilities, dump permits, road use permits, permits related to the use,

storage and disposal of Hazardous Materials introduced to the Site for or in

connection with the performance of the design, construction, operation or

maintenance of the Facility, and permits issued pursuant to any building,

mechanical, electrical, plumbing or similar codes.

"ARCHITECT" means Paul Steelman, Ltd. and its successors identified by

notice from the Issuer to the Disbursement Agent.

"ARCHITECTURAL SERVICES AGREEMENT" means that certain Owner-Architect

Agreement dated as of November 21, 2003 between Premier and Architect.

"AVAILABLE ADVANCE CONSTRUCTION DISBURSEMENT AMOUNT" means (a) (i)

prior to June 1, 2004, the amount of $1,000,000; (ii) on or after June 1, 2004

through August 31, 2004, the amount of $3,000,000; and (iii) on or after

September 1, 2004, the amount of $5,000,000; MINUS (b) the aggregate amount then

outstanding with respect to all Advance Construction Disbursements submitted

under SECTION 4.3 which (i) have not been documented, as required in this

Agreement for other Construction Disbursements, or (ii) in the case of

Disbursements to fund Disputed Amounts under SECTION 4.3(b), which have not been

finally settled with the applicable Contractor.

"AVAILABLE CONSTRUCTION FUNDS" means, subject to SECTION 5.4.1 with

respect to the Issuer at any given time, the sum of (a) the Original

Construction Allocation, (b) any additional equity, Loss Proceeds or other

additional amounts then on deposit in the Construction Disbursement Account

(excluding the Original Construction Allocation) and (c) all Additional

Pre-Operating Revenue as of such time, all less the sum of (x) the proceeds of

FF&E Financing that the Issuer has theretofore expended in connection with the

Facility and (y) the amount of disbursements theretofore made from the

Construction Disbursement Account.

"BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or

state law for the relief of debtors.

"BARGE CONSTRUCTION CONTRACT" means that certain construction contract

to be entered into by General Contractor and a subcontractor in accordance with

SECTION 4.24 of the Indenture providing for the construction of two barges (upon

which the casino portion of the Facility will be built).

"BOND FINANCING DOCUMENTS" shall mean the Bond Purchase Contract, the

Bond Loan Agreement, the Bond Indenture, the Bonds, the Series 2004 Note, and

the other related documents or instruments that are entered into among PFC,

Premier, and the Bond Trustee in connection with the Bond Financing.

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"BOND INDENTURE" means that certain Trust Indenture to be entered into

by the Bond Trustee and the Mississippi Business Finance Corporation

substantially in the form of Exhibit H to the Indenture.

"BOND LOAN AGREEMENT" means that certain Loan Agreement to be entered

into by Premier and the Mississippi Business Finance Corporation substantially

in the form of Exhibit I to the Indenture.

"BOND PURCHASE CONTRACT" means that certain Bond Purchase Contract to

be entered into by PFC, Premier and the Mississippi Business Finance Corporation

substantially in the form of Exhibit J to the Indenture.

"BOND REQUISITION" shall mean the requisition substantially in the

form attached as Exhibit D to the Bond Loan Agreement.

"BOND TRUSTEE" shall have the meaning assigned to the term "Trustee"

in the Bond Indenture.

"BOND TRUSTEE'S CONSTRUCTION DISBURSEMENT ACCOUNT" shall mean the

"Trustee Disbursement Account" of "Construction Fund" established under SECTION

5.01 of the Bond Indenture at a bank reasonably acceptable to the Disbursement

Agent.

"BUSINESS DAY" has the meaning ascribed thereto in the Indenture.

"CASH EQUIVALENTS" has the meaning ascribed thereto in the Indenture.

"COLLATERAL" means all of the following:

(a) the Securities Accounts;

(b) all cash, Cash Equivalents, instruments, investments

and other securities or Financial Assets at any time on deposit in or credited

to the Securities Accounts;

(d) the PFC Payment Account;

(e) the Bonds;

(f) any other collateral under any of the Collateral

Documents; and

(g) all proceeds of any of the foregoing;

"COLLATERAL DOCUMENTS" has the meaning ascribed thereto in the

Indenture.

"COMPANY'S DIRECT DISBURSEMENT ACCOUNT" shall mean the "Company's

Direct Disbursement Account" established under SECTION 5.01 of the Bond

Indenture at a bank reasonably acceptable to the Disbursement Agent.

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"CONSTRUCTION CONTRACT AMENDMENT" means any material amendment or

modification of a Construction Contract (including, without limitation, any

material change order or any material owner construction change directive to a

Construction Contract).

"CONSTRUCTION CONTRACTS" means the direct contracts between Premier

and any Person pertaining to the construction of the Facility, including the GMP

Contract and the Architectural Services Agreement.

"CONSTRUCTION DISBURSEMENT REQUEST DATE" shall mean each date the

Issuer requests that the Disbursement Agent make a Disbursement pursuant to a

Construction Disbursement Request.

"CONSTRUCTION EXPENSES" means Project Costs incurred in accordance

with the Project Budget, excluding, however, (a) any Pre-Issuance Expenses, (b)

any Pre-Opening Expenses and (c) any Debt Financing Costs.

"CONSTRUCTION PERIOD" means the period from the Issuance Date

continuing until all of the funds on deposit in the Construction Period Accounts

are disbursed pursuant to SECTION 4.7.

"CONSTRUCTION SCHEDULE" means a schedule describing the sequencing of

the components of work to be undertaken in connection with the Facility, which

schedule (as the same may be amended) demonstrates that the Initial Operating

Date will occur on or before the Operating Deadline.

"CONTRACTOR" means a contractor or supplier of materials, fixtures,

equipment or services in connection with the construction of the Facility

pursuant to a direct contract or purchase order with Premier, including the

General Contractor and each counterparty to a contract or purchase order for a

"Direct Purchase Item" as defined in the GMP Contract.

"DEBT FINANCING COSTS" means all payments of principal, interest,

premium (if any), and other amounts payable by the Issuer from time to time

under the Indenture, and any other senior debt or subordinated debt, if any,

incurred in accordance with the terms of the Indenture.

"DEEDS OF TRUST" means, collectively, (a) that certain Construction

Deed of Trust, Leasehold Deed of Trust and Fixture Filing, with Assignment of

Leases and Rents dated on or about the date hereof with respect to the Site

entered into by Premier, as Trustor, Stratton Bull, as Real Estate Trustee, and

Trustee, as Beneficiary; and (b) that certain Ship Mortgage with respect to the

barge casino to be entered into by Premier, as Grantor, and Trustee, as

Beneficiary.

"DEFAULT" means any event that is, or with the passage of time or the

giving of notice or both would be, an Event of Default.

"DISBURSEMENT" means (a) a release of funds from the Construction

Disbursement Account to the Issuer's Payment Account or directly to any

Contractor or to Premier to pay Project Costs; (b) a release of funds from the

Construction Disbursement Account to the PFC Payment Account to enable PFC to

purchase Bonds as permitted under SECTIONS 4.2.1(b); (c) a release of funds from

the Interest Reserve Account to pay Debt Financing

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Costs on the First Mortgage Notes as provided in SECTION 4.4(a); or (d) a

release of funds from the Tidelands Lease Account as provided in SECTION 4.8; in

each case, made pursuant to Article 4 of the Disbursement Agreement and the

Indenture.

"DISPUTED AMOUNTS" means payments for work, services or materials

which are being disputed in good faith by the Issuer under the Construction

Contracts so long as (1) such disputes do not involve any substantial danger of

the sale, forfeiture or loss of the Facility or the Collateral, title thereto or

any interest therein and shall not interfere in any material respect with the

construction or operation of the Facility; (2) adequate cash reserves have been

provided therefor (except to the extent of any Advance Construction Disbursement

that has been Disbursed to the Title Insurer, to the General Contractor, or to

an escrow agent pursuant to SECTIONS 12.1 or 13.9 of the GMP Contract), to

secure Premier's obligation to pay for such work, services or materials, in each

case, through an allocation in the cost report attached as Schedule 1 to the

most recent Construction Disbursement Request; and (3) sufficient funds remain

available under the applicable line item in the Project Budget to pay such

disputed amount in full should Premier be obligated to make such payment under

the terms of the applicable Construction Contract.

"EVENT OF DEFAULT" means the occurrence of any of the following

specified events:

(a) the occurrence and existence of an "Event of Default"

under the Indenture; and

(b) the failure of the Issuer to deliver any documents

required to be delivered by the Issuer pursuant to this Agreement and any such

failure continues for 30 days after written notice thereof without being cured.

"EVENT OF LOSS" has the meaning ascribed thereto in the Indenture.

"EVENT OF LOSS OFFER" has the meaning ascribed thereto in the

Indenture.

"FF&E" means furniture, fixtures and equipment that is or will be

installed in the Facility.

"FF&E COLLATERAL" means FF&E in respect of which the lenders under the

FF&E Financing have advanced funds and which are not subject to a Lien in favor

of the Trustee in accordance SECTION 4.09 of the Indenture.

"FF&E FINANCING" has the meaning ascribed thereto in the Indenture.

"FINAL PLANS" means, with respect to any particular work or

improvement that constitutes a portion of the Facility:

(a) the Plans for such work or improvement, if any, that

are described on EXHIBIT 5 to the Issuer's Closing Certification; and

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(b) to the extent Plans for such work or improvement are

not described on EXHIBIT 5 to the Issuer's Closing Certification, the Plans for

such work or improvement to the extent such Plans:

(i) have received all approvals from all

governmental authorities required to approve such Plans that are necessary to

commence construction of such work or improvements, if any;

(ii) contain sufficient specificity to permit the

completion of such work or improvement;

(iii) are consistent with constructing the Facility to

include the Minimum Facilities;

(iv) have been signed by an architect licensed to

practice architecture in the State of Mississippi;

(v) call for construction of the Facility in a

manner consistent with the Initial Operating Date occurring on or prior to the

Operating Deadline;

PROVIDED, HOWEVER, that the Final Plans may be modified from time to time in

accordance with the terms hereof.

"FINAL PLANS AMENDMENT CERTIFICATE" means an Officer's Certificate

from the Issuer in the form attached hereto as EXHIBIT J, together with the

General Contractor's, Independent Construction Consultant's and Architect's

certificates as provided in EXHIBITS 1, 2 AND 3 and attached thereto.

"FINISHES" means the following Hard Costs with respect to the

Facility: flooring, bathroom fixtures and accessories, decorative metals,

decorative light fixtures and mill work, countertops, artwork, mirrors, water

and other special effects, paint, ceiling finishes and wall coverings, all of

which items are included in the line items set forth on EXHIBIT D-3 attached

hereto.

"FIRST MORTGAGE NOTE OBLIGATIONS" means any principal, interest,

premium (if any), liquidated damages (if any), penalties, fees, indemnification,

reimbursements, damages and other liabilities payable with respect to the First

Mortgage Notes pursuant to the Indenture and any other obligations of the Issuer

pursuant to the Indenture or the Collateral Documents.

"GENERAL CONTRACTOR" means Roy Anderson Corp, a Mississippi

corporation.

"GMP CONTRACT" means that certain Owner-Contractor Agreement dated as

of December 24, 2003 between Premier and the General Contractor, as amended by

that certain First Amendment to Agreement between Owner and Contractor dated as

of January 22, 2004.

"GOVERNMENT SECURITIES" has the meaning ascribed thereto in the

Indenture.

"GOVERNMENTAL ACTION" means any resolution, ordinance, statute,

regulation, order or decision regardless of how constituted having the force of

law.

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"HARD COSTS" means the costs and expenses in respect of supplying

goods, materials and labor for the construction of improvements relating to the

Facility or other amounts payable pursuant to a Construction Contract,

including, among other things, the Permitted Land-Based Project Costs.

"INDENTURE" means the Indenture dated as of the date hereof, among the

Issuer and the Trustee, relating to the First Mortgage Notes (as the same may be

amended, modified or supplemented from time to time).

"INDEPENDENT CONSTRUCTION CONSULTANT" means Professional Associates

Construction Services, Inc. and its successors and replacements, as designated

by the Trustee.

"INDEPENDENT CONSTRUCTION CONSULTANT'S ENGAGEMENT AGREEMENT" means

that certain Professional Services Agreement dated October 30, 2003 between the

Independent Construction Consultant and the Issuer.

"INITIAL DISBURSEMENTS CERTIFICATE" means the Officer's Certificate

signed by Premier on behalf of the Issuer in the form attached hereto as EXHIBIT

"INITIAL OPERATING DATE" has the meaning ascribed thereto in the

Indenture.

"INITIAL PROJECT BUDGET" means the itemized schedules setting forth on

a line item basis all of the estimated Project Costs attached hereto as EXHIBIT

I (except that the Initial Project Budget shall not include the Issuance Fees

and Expenses).

"INTERCREDITOR AGREEMENT" has the meaning ascribed thereto in the

Indenture.

"INTEREST PAYMENT DATE" has the meaning ascribed thereto in the

Indenture.

"ISSUANCE DATE" means the date of the Indenture.

"ISSUANCE FEES AND EXPENSES" means fees and expenses (a) incurred by

the Issuer or AA Capital Equity Fund, L.P. (one of its members), in connection

with the raising of debt to finance the Facility that is evidenced by the First

Mortgage Notes and the Junior Subordinated Note and (b) paid on or before the

Issuance Date. The Issuance Fees and Expenses are identified on EXHIBIT 1 to the

Issuer's Closing Certification as "Transaction Fees and Expenses."

"ISSUER'S CLOSING CERTIFICATION" means an Officer's Certificate signed

by Premier on behalf of the Issuer in the form attached hereto as EXHIBIT B-1.

"ISSUING AGENT" means Balch & Bingham, LLP, in its capacity as issuing

agent for the Title Company, together with any successor issuing agent

designated from time to time by the Title Company in a written notice to the

Disbursement Agent.

"JUNIOR SUBORDINATED NOTE" means that certain $10,000,000 junior

subordinated unsecured note evidencing the unsecured subordinated loans made by

Rank to the Issuer under the Junior Subordinated Note Investment Agreement.

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"JUNIOR SUBORDINATED NOTE INVESTMENT AGREEMENT" means that certain

Investment Agreement dated as of January 13, 2004, entered into among the Issuer

and Rank.

"KNOWLEDGE" of the Issuer, the Trustee, the Disbursement Agent, the

Architect, the General Contractor or the Independent Construction Consultant,

means the actual knowledge of any officer, director or management employee of

such Person.

"LIEN" has the meaning ascribed thereto in the Indenture.

"MATERIAL CONSTRUCTION CONTRACT" means each Construction Contract

identified by the Issuer to be material to the Facility (which the Issuer agrees

shall include the GMP Contract and all other Construction Contracts with an

individual contract amount in excess of $500,000).

"MINIMUM FACILITIES" means, with respect to the Hard Rock Hotel &

Casino Biloxi, a casino with at least 1,350 slot machines and 45 table games, a

hotel with at least 275 hotel rooms, three restaurants with seating for at least

1,000 people (including, without limitation, a Hard Rock Cafe), three bars

(including, without limitation, the rooftop bar), a 900 person capacity Hard

Rock Live! branded entertainment venue and a parking structure for at least 1440

vehicles.

"NEW YORK UCC" means the Uniform Commercial Code as the same may, from

time to time, be in effect in the State of New York.

"NOTEHOLDERS" means holders from time to time of the First Mortgage

Notes.

"OFFICER'S CERTIFICATE" means: (i) prior to the Initial Operating

Date, a certificate of Premier signed by one officer of Premier who must be the

principal executive officer, the principal financial officer, the treasurer or

the principal accounting officer of Premier; and (ii) on or after the Initial

Operating Date, a certificate of Premier signed by two officers of Premier, one

of whom must be the principal executive officer, the principal financial

officer, the treasurer or the principal accounting officer of Premier; PROVIDED,

HOWEVER that if amounts are requested to be Disbursed to the PFC Payment

Account, such certificate must also be signed by one officer of PFC whom must be

the principal executive officer, the principal financial officer, the treasurer

or the principal accounting officer of PFC.

"OPERATING" has the meaning ascribed thereto in the Indenture.

"OPERATING PERIOD" means the period commencing on the Initial

Operating Date of the Facility and continuing until the date of termination of

this Agreement under SECTION 8.

"OPERATING DEADLINE" means December 31, 2005.

"ORIGINAL CONSTRUCTION ALLOCATION" means: (a) the total amount of the

Proceeds plus (b) the initial equity that is deposited into the Construction

Disbursement Account pursuant to SECTION 4.1(b), LESS (w) the Initial

Disbursements listed in Paragraphs (a) through (o) of the Initial Disbursements

Certificate, (x) the difference of (i) the portion of the Proceeds that has been

deposited into the Interest Reserve Account LESS (ii) the portion of such

Proceeds that is transferred into the Construction Disbursement Account pursuant

to SECTION 4.4(b), and (y) the

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$1,031,900 deposited in the Tidelands Lease Account pursuant to SECTION 6.1, and

(z) to the extent not otherwise excluded from the definition of "Proceeds", the

Issuance Fees and Expenses.

"OTHER PROJECT COSTS" shall mean all Project Costs (other than the

Permitted Land-Based Project Costs).

"PERMITTED ENCUMBRANCES" means the exceptions set forth on EXHIBIT L

and a standard A.L.T.A. exception for mechanics liens; provided that any

mechanic's or materialman's lien that has actually been filed or recorded shall

not constitute a Permitted Encumbrance.

"PERMITTED AMOUNTS" means, without duplication, (a) uncompleted

Punchlist Items with an aggregate Punchlist Completion Amount (as reasonably

determined by the Independent Construction Consultant) of less than $800,000;

(b) Disputed Amounts with an aggregate value (as reasonably determined by the

Independent Construction Consultant) of less than $2,000,000; and (c) the

Retainage Amounts with an aggregate value (as reasonably determined by the

Independent Construction Consultant) of less than $5,000,000.

"PERMITTED LAND-BASED PROJECT COSTS" shall mean those Project Costs in

the aggregate amount not to exceed $60,000,000 that constitute "Costs" (as such

term is defined in the Bond Loan Agreement) permitted to be financed with the

proceeds of the Bonds pursuant to the Bond Financing Documents.

"PERMITTED LIENS" has the meaning ascribed thereto in the Indenture.

"PERSON" has the meaning ascribed thereto in the Indenture.

"PFC" means Premier Finance Biloxi Corp., a Delaware corporation.

"PLANS" means all drawings, plans and specifications prepared by or on

behalf of Premier, as amended or supplemented from time to time in accordance

with this Agreement, and, if required, submitted to and approved by the

appropriate regulatory authorities, which describe and show the Facility and the

labor and materials necessary for the construction thereof.

"PLEDGE AND SECURITY AGREEMENT" means that certain Pledge and Security

Agreement dated as of the date hereof, among Premier, PFC and the Trustee, for

the benefit of the Noteholders (as the same may be amended, modified or

supplemented from time to time).

"PRE-ISSUANCE EXPENSES" means, collectively, (a) any expenses paid by

the Issuer or AA Capital Equity Fund, L.P. (one of its members), in connection

with the Facility prior to the Issuance Date, and (b) to the extent not included

within clause (a), any expenses paid pursuant to Paragraphs (a) through (o) of

the Initial Disbursements Certificate.

"PRELIMINARY PLANS" means, with respect to any particular work or

improvement, the Plans for such work or improvement, if any, that are described

on EXHIBIT 4 to the Issuer's Closing Certification.

"PRE-OPENING EXPENSES" means expenses of the Issuer related to the

preparation of the Facility for opening and operation (other than expenses

directly related to the construction

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of the Facility) to be incurred prior to the Initial Operating Date as set forth

in the Project Budget, excluding, however, (i) any Debt Financing Costs and (ii)

any Pre-Issuance Expenses (except Pre-Opening Expenses may include

$804,039 of Pre-Issuance Expenses).

"PROJECT BUDGET" means the Initial Project Budget as the Initial

Project Budget may be amended from time to time in accordance with this

Agreement.

"PROJECT COST SCHEDULE" means an itemized schedule in the form

attached as SCHEDULE 1 to EXHIBIT D-2 hereto.

"PROJECT COSTS" means the costs to be incurred in connection with the

acquisition, financing, design, development, construction, equipping and opening

of the Facility, including all Construction Expenses, Debt Financing Costs and

Pre-Opening Expenses.

"PUNCHLIST COMPLETION AMOUNT" means, from time to time from and after

the Initial Operating Date, the estimated cost to complete all remaining

Punchlist Items if the owner of the Facility were to engage independent,

reputable and appropriately experienced and licensed contractor(s) to complete

such work and no other work (certified by the Issuer and the Independent

Construction Consultant with respect to each Disbursement from and after the

Initial Operating Date in their respective certificates in the form of EXHIBIT

C-1 and EXHIBIT 2 TO EXHIBIT C-1).

"PUNCHLIST ITEMS" means minor or insubstantial details of construction

or mechanical adjustment, the non-completion of which, when all such items are

taken together, will not interfere in any material respect with the use or

occupancy of the Facility for its intended purposes or the ability of the owner

or lessee, as applicable, of any portion of the Facility (or any tenant thereof)

to perform work that is necessary or desirable to prepare such portion of the

Facility for such use or occupancy; PROVIDED that, in all events, "Punchlist

Items" shall include (to the extent not already completed), without limitation,

the items set forth in the punchlist to be delivered by the General Contractor

in connection with "Substantial Completion" under the GMP Contract and all items

that are listed on the "punchlists" furnished by the Harrison County Building

Department, the Mississippi Department of Transportation or the Harrison County

Department of Public Works in connection with, or after, the issuance of the

temporary certificate of occupancy as those that must be completed in order for

the Harrison County Building Department to issue a permanent certificate of

occupancy for the Facility.

"REALIZED SAVINGS" means, with respect to any line item in the Project

Budget, the excess of the Remaining Budgeted Amount for such line item over the

amount of funds expended or to be expended by the Issuer after the Issuance Date

to complete the tasks set forth in such line item and for the materials and

services used to complete such tasks; PROVIDED, HOWEVER, that Realized Savings

for any line item shall be deemed to be zero unless and until the Issuer has

delivered an executed Project Budget Amendment Certificate (together with all

exhibits thereto) which includes such Realized Savings; PROVIDED, FURTHER, that

no Realized Savings shall be obtainable with respect to the "working capital and

machine loads" or "contingency" line items under the Project Budget; PROVIDED,

STILL FURTHER, that the Realized Savings for the "GMP Contract" line item shall

be deemed to be zero until all work or improvements contemplated by such line

item are not subject to any allowances under the GMP

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Contract and Final Plans have been completed with respect to such work or

improvements as evidenced by a Final Plans Amendment Certificate delivered in

accordance with SECTION 5.6.

"REGISTRATION RIGHTS AGREEMENT" has the meaning ascribed thereto in

the Indenture.

"REMAINING BUDGETED AMOUNT" for any line item on the Project Budget

means the Total Budgeted Amount for such line item in the Project Budget less

the amount of Pre-Issuance Expenses with respect to such line item.