EXHIBIT 10.12 TRUST INDENTURE

Indenture Agreement

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MISSISSIPPI BUSINESS FINANCE CORPORATION | STANDARD FEDERAL-CORPORATE | INSTITUTIONAL TRUST | LASALLE BANK NATIONAL ASSOCIATION

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Title: EXHIBIT 10.12 TRUST INDENTURE
Governing Law: Mississippi Date: 4/8/2004

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Exhibit 10.12

TRUST INDENTURE

BETWEEN

MISSISSIPPI BUSINESS FINANCE CORPORATION

AND

STANDARD FEDERAL-CORPORATE AND INSTITUTIONAL TRUST, A DIVISION

OF LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE

JANUARY 1, 2004

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions............................................................................4

ARTICLE II

DESCRIPTION, AUTHORIZATION, MANNER OF

EXECUTION, AUTHENTICATION, REGISTRATION

AND TRANSFER OF BONDS

SECTION 2.01. Authorization of Bonds................................................................13

SECTION 2.02. Series 2004 Bonds.....................................................................13

SECTION 2.03. Redemption............................................................................14

SECTION 2.04. Method of Partial Redemption..........................................................14

SECTION 2.05. Additional Bonds......................................................................15

SECTION 2.06. Bonds Mutilated, Destroyed, Stolen or Lost............................................15

SECTION 2.07 Temporary Bonds.......................................................................16

SECTION 2.08. Execution.............................................................................17

SECTION 2.09. Negotiability, Transfer and Registry..................................................17

SECTION 2.10. Regulations with Respect to Exchanges and Transfers...................................18

SECTION 2.11. Authentication........................................................................18

SECTION 2.12. Destruction of Bonds..................................................................18

ARTICLE III

AUTHENTICATION AND DELIVERY OF BONDS

SECTION 3.01. Bonds Equally and Ratably Secured.....................................................18

SECTION 3.02. Provisions for Issuance of Series 2004 Bonds..........................................19

SECTION 3.03. Provisions for Issuance of Additional Bonds...........................................20

SECTION 3.04. Provisions for Issuance of Refunding Bonds............................................21

SECTION 3.05. Limited Obligations...................................................................22

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ARTICLE IV

CONSTRUCTION AND ACQUISITION OF PROJECT

SECTION 4.01. Covenant to Proceed With Reasonable Dispatch..........................................22

SECTION 4.02. Covenant to Comply with Laws..........................................................22

ARTICLE V

CONSTRUCTION FUND

SECTION 5.01. Establishment of Construction Fund....................................................23

SECTION 5.02. Held in Trust.........................................................................23

SECTION 5.03. Use of Moneys.........................................................................23

SECTION 5.04. Retention of Requisitions.............................................................23

SECTION 5.05. Completion of Project.................................................................23

SECTION 5.06. Disposition of Surplus Funds..........................................................23

ARTICLE VI

BOND FUND

SECTION 6.01. Establishment of Bond Fund............................................................24

SECTION 6.02. Flow of Funds.........................................................................24

ARTICLE VII

SECURITY FOR AND INVESTMENT OF MONEYS

SECTION 7.01. Security..............................................................................25

SECTION 7.02. Investment of Funds...................................................................25

SECTION 7.03. Transfer of Balance...................................................................25

SECTION 7.04 Acknowledgement of Security Interest; Control.........................................25

SECTION 7.05 Control of Securities Accounts........................................................25

SECTION 7.06 Control of Deposit Accounts...........................................................25

SECTION 7.07 Trustee's UCC Jurisdiction............................................................25

ARTICLE VIII

REDEMPTION OF BONDS

SECTION 8.01. Method of Redemption..................................................................26

SECTION 8.02. Notice of Redemption..................................................................26

SECTION 8.03. Payment of Redeemed Bonds.............................................................26

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ARTICLE IX

PARTICULAR COVENANTS OF THE ISSUER

SECTION 9.01. Payment of Bonds......................................................................27

SECTION 9.02. Maintain Its Existence................................................................27

SECTION 9.03. Payments Under Loan Agreement; No Amendment

to Loan Agreement without Consent.....................................................27

SECTION 9.04. Further Documents.....................................................................28

SECTION 9.05. Payment of Taxes and Assessments; Compliance

with Regulations; No Creation of Liens or Charges.....................................28

SECTION 9.06. Extension of Payment of Bonds.........................................................28

ARTICLE X

DEFAULTS AND REMEDIES

SECTION 10.01. Events of Default.....................................................................29

SECTION 10.02. Trustee's Enforcement of Rights of Issuer.............................................29

SECTION 10.03. Proceedings by Trustee................................................................29

SECTION 10.04. Effect of Discontinuance or Abandonment...............................................30

SECTION 10.05. Rights of Registered Owners of the Bonds..............................................30

SECTION 10.06. Restriction on Registered Owners' Action..............................................30

SECTION 10.07. Power of Trustee to Enforce...........................................................31

SECTION 10.08. Remedies Not Exclusive................................................................31

SECTION 10.09. Effect of Waiver......................................................................31

SECTION 10.10. Application of Moneys.................................................................31

ARTICLE XI

CONCERNING THE TRUSTEE

SECTION 11.01. Appointment and Acceptance of Duties..................................................32

SECTION 11.02. Responsibilities......................................................................33

SECTION 11.03. Powers................................................................................33

SECTION 11.04. Compensation..........................................................................33

SECTION 11.05. No Duty to Maintain Insurance.........................................................33

SECTION 11.06. Notice of Event of Default............................................................33

SECTION 11.07. Action Upon Default...................................................................34

SECTION 11.08. Limitation of Liability...............................................................34

SECTION 11.09. Ownership of Bonds....................................................................34

SECTION 11.10. No Duty to Invest.....................................................................34

SECTION 11.11. Construction of Provisions of Indenture...............................................34

SECTION 11.12. Resignation...........................................................................34

SECTION 11.13. Removal...............................................................................35

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SECTION 11.14. Appointment of Successor Trustee......................................................35

SECTION 11.15. Successor Trustee.....................................................................35

SECTION 11.16. Failure to Appoint a Successor Trustee................................................35

SECTION 11.17. Acceptance by Successor Trustee.......................................................35

SECTION 11.18. Merger or Consolidation...............................................................36

SECTION 11.19. Action Upon Event of Default..........................................................36

SECTION 11.20. Notice of Occurrence of Event of Default..............................................36

SECTION 11.21. Intervention by Trustee...............................................................36

SECTION 11.22. Appointment and Acceptance of Paying Agent............................................36

SECTION 11.23. Resignation or Removal of Paying Agent;

Appointment of Successor..............................................................36

SECTION 11.24. Trust Estate May Be Vested in Separate or Co-Trustee..................................37

ARTICLE XII

EXECUTION OF INSTRUMENTS BY REGISTERED OWNERS AND

PROOF OF OWNERSHIP OF BONDS

SECTION 12.01. Execution of Instruments; Proof of Ownership..........................................38

ARTICLE XIII

MODIFICATION OF INDENTURE AND SUPPLEMENTAL INDENTURES

SECTION 13.01. Supplemental Indentures with Consent of the Company

But Without Consent of Registered Owners..............................................38

SECTION 13.02. Trustee Authorized to Enter Into Supplemental Indenture...............................39

SECTION 13.03. Supplemental Indentures with Consent of Registered

Owners of the Bonds and the Company...................................................40

ARTICLE XIV

DEFEASANCE

SECTION 14.01. Defeasance............................................................................40

SECTION 14.02. Bonds Deemed to Have Been Paid........................................................41

ARTICLE XV

MISCELLANEOUS

SECTION 15.01. Dissolution of Issuer.................................................................42

SECTION 15.02. Parties Interested Herein.............................................................42

SECTION 15.03. Severability of Invalid Provisions....................................................42

SECTION 15.04. No Recourse on Bonds..................................................................43

SECTION 15.05. Notice................................................................................43

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SECTION 15.06. Counterparts..........................................................................43

SECTION 15.07. Governing Law.........................................................................43

SECTION 15.08 References to Senior Notes............................................................43

ARTICLE XVI

BOND FORM

SECTION 16.01. Bond Form.............................................................................44

EXECUTION ......................................................................................53

ACKNOWLEDGMENTS ......................................................................................54

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THIS TRUST INDENTURE, dated as of January 1, 2004, between the

Mississippi Business Finance Corporation (the "Issuer"), a public corporation

organized and existing under the laws of the State of Mississippi (the "State"),

and Standard Federal-Corporate and Institutional Trust, a division of LaSalle

Bank National Association, a national banking corporation organized and existing

under the laws of the United States of America, as Trustee (the "Trustee");

WITNESSETH:

WHEREAS, the Issuer is authorized by the provisions of Section

57-10-201, ET SEQ., Mississippi Code of 1972, as amended and supplemented (the

"Act"), to, among other things, provide and finance economic development

projects in order to promote, foster and support economic development within the

State; and

WHEREAS, the Issuer is further authorized to issue revenue bonds for

the purpose of providing funds to pay all or a part of the cost of providing and

financing the aforementioned economic development projects; and

WHEREAS, the Issuer has duly authorized as a project under the Act by

Premier Entertainment Biloxi LLC, a limited liability corporation organized and

existing under the laws of the State of Delaware (the "Company"), the

acquisition, construction, equipping and installation of a hotel and related

improvements (as further described herein, the "Project") in the City of Biloxi,

Harrison County, Mississippi; and

WHEREAS, the Issuer has obtained from the Mississippi Department of

Economic and Community Development (the "Department"), Certificate of Public

Convenience and Necessity No. 338-MBFC dated November 20, 2003, authorizing the

Issuer to issue the Series 2004 Bonds (as hereinafter defined); and

WHEREAS, the Issuer has duly authorized the issuance of its Mississippi

Business Finance Corporation Industrial Development Revenue Bonds, Series 2004

(Premier Entertainment Biloxi LLC Project) (the "Series 2004 Bonds") pursuant to

the Act in the aggregate principal amount of up to $60,000,000; and

WHEREAS, the proceeds of the Series 2004 Bonds will be used to finance

a portion of the cost of the acquisition, construction, equipping and

installation of the Project; and

WHEREAS, the proceeds of the Series 2004 Bonds will be lent to the

Company pursuant to a Loan Agreement between the Issuer and the Company, dated

as of January 1, 2004 (the "Loan Agreement"); and

WHEREAS, pursuant to the provisions of the Loan Agreement, the Company

has agreed to make loan payments to be sufficient to pay the principal of,

premium, if any, and interest on the Series 2004 Bonds as and when the same

shall become due and payable; and

WHEREAS, to evidence its obligation to pay the amounts due under the

Loan Agreement, the Company has authorized, executed and delivered a Series 2004

Note (as hereinafter defined) to the Issuer; and

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WHEREAS, the Issuer has assigned its interests under and to the Loan

Agreement and the Series 2004 Note to the Trustee for the benefit of the holders

from time to time of the Series 2004 Bonds; and

WHEREAS, the Issuer, at a meeting thereof duly convened and held, has

duly authorized the execution and delivery of this Indenture and the execution

and issuance hereunder of the Series 2004 Bonds upon and subject to the terms

and conditions hereinafter set forth; and

WHEREAS, all acts and things have been done and performed which are

necessary to make the Series 2004 Bonds, when executed and issued by the Issuer,

authenticated by the Trustee and delivered, the valid and binding legal

obligations of the Issuer in accordance with their terms and to make this

Indenture a valid and binding agreement for the security of the Series 2004

Bonds authenticated and delivered under this Indenture;

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS TRUST INDENTURE

WITNESSETH:

That the Issuer, in consideration of the premises, the acceptance by

the Trustee of the trusts hereby created, the purchase and acceptance of the

Series 2004 Bonds by the purchaser or purchasers thereof, one dollar duly paid

to the Issuer by the Trustee at or before the execution and delivery of these

presents and other good and valuable consideration, the receipt of which is

hereby acknowledged, and in order to secure the payment of the principal of,

premium, if any, and interest on all Bonds outstanding hereunder from time to

time, according to their tenor and effect, and such other payments required to

be made under this Indenture, and to secure the observance and performance by

the Issuer of all the covenants, expressed or implied herein and in the Series

2004 Bonds, does hereby grant, bargain, sell, convey, assign, pledge and set

over unto the Trustee, and unto its successors in the trusts hereunder, and to

them and their successors and assigns forever, all right, title and interest of

the Issuer in, to and under, subject to the terms and conditions of this

Indenture, any and all of the following:

A. all loan payments and other revenues and receipts to be derived

by the Issuer under the Loan Agreement;

B. the Loan Agreement, including but not limited to the Issuer's

rights to receive the loan payments and other revenues and receipts payable

thereunder, the liens and security interests created thereby, and the Issuer's

rights to enforce the Loan Agreement, provided, however, that the Issuer hereby

reserves its rights under the Loan Agreement to receive notices, the payment of

Administration Expenses (as hereinafter defined) and indemnification payments,

all as provided in the Loan Agreement;

C. the Series 2004 Note, including, without limitation, all payments

to be made by the Company pursuant to the Series 2004 Note;

D. the proceeds of the Series 2004 Bonds (subject to provisions

pertaining to the use thereof set forth herein and in the Loan Agreement) and

all funds and accounts held by the Trustee under this Indenture;

E. any and all other property of every kind and nature from time to

time hereafter by delivery or by writing of any kind, conveyed, mortgaged, sold,

pledged, assigned and transferred,

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as and for additional security hereunder by the Issuer or by any other person,

firm or entity in its behalf or with its written consent to the Trustee, and the

Trustee is hereby authorized to receive any and all such property at any and all

times and to hold and apply the same subject to the terms hereof;

F. any income received by the Trustee from the investment of the

proceeds of the Series 2004 Bonds and other funds held by the Trustee hereunder

(subject to provisions pertaining to the use thereof set forth herein and in the

Loan Agreement); and

G. the proceeds of any of the foregoing.

TO HAVE AND TO HOLD all the same hereby pledged, conveyed and assigned,

or agreed or intended so to be, to the Trustee and its successors in said trust

and to it and its assigns forever;

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall

well and truly pay, or cause to be paid, the principal of the Bonds issued and

secured hereunder, the interest due or to become due thereon, at the times and

in the manner mentioned in such Bonds and premium, if any, according to the true

intent and meaning thereof, shall well and truly keep, perform and observe all

the covenants and conditions pursuant to the terms of this Indenture to be kept,

performed and observed by it, and shall pay or cause to be paid to the Trustee

all sums of money due or to become due to it in accordance with the terms and

provisions hereof, then upon such final payments this Indenture and all rights,

titles and interests hereby granted shall cease and terminate, otherwise this

Indenture to be and remain in full force and effect;

THIS TRUST INDENTURE FURTHER WITNESSETH:

That, and it is expressly declared, all Bonds issued and secured

hereunder are to be issued, authenticated and delivered and all of the rights

and property hereby pledged are to be dealt with and disposed of under, upon and

subject to the terms, conditions, stipulations, covenants, agreements, trusts,

uses and purposes as hereinafter expressed, and the Issuer has agreed and

covenanted, and does hereby agree and covenant, with the Trustee and with the

respective holders and owners, from time to time, of the said Bonds, as follows:

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ARTICLE I

DEFINITIONS

SECTION 1.01. DEFINITIONS. The terms set forth below shall have the

following meanings in this Indenture, unless the context clearly otherwise

requires. Except where the context otherwise requires, words importing the

singular number shall include the plural number and vice versa. Capitalized

terms used and not defined herein shall have the meanings ascribed to them in

the Loan Agreement.

ACCOUNT:

"Account" shall mean the Bond Fund, the Construction Fund, the Company

Direct Disbursement Account and the Trustee Disbursement Account.

ACT:

"Act" shall mean Section 57-10-201, ET SEQ., Mississippi Code of 1972,

as amended and supplemented.

ADDITIONAL BONDS:

"Additional Bonds" shall mean Bonds of any series, other than the

Series 2004 Bonds, duly issued, authenticated and delivered pursuant to this

Indenture.

ADDITIONAL NOTES:

"Additional Notes" shall mean notes of any series, other than the

Series 2004 Note, duly issued and delivered pursuant to the Loan Agreement, as

the same may be amended.

ADMINISTRATION EXPENSES:

"Administration Expenses" shall mean the reasonable and necessary fees,

costs or expenses incurred or payable by the Company to the Issuer pursuant to

the Loan Agreement or this Indenture, including, but not limited to, the initial

fee of the Issuer equal to $40,000, and the reasonable compensation and expenses

paid to or incurred by the Trustee or any Paying Agent under the Loan Agreement

or this Indenture. The Administration Expenses of the Issuer and the Trustee

shall be paid directly to the Issuer and the Trustee, respectively, on or prior

to the Initial Closing Date.

AFFILIATE:

"Affiliate" shall mean any person, firm or corporation controlled by,

or under common control with the Company and any person, firm or corporation

directly or indirectly controlling the Company.

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AUTHORIZED COMPANY REPRESENTATIVE:

"Authorized Company Representative" shall mean any person or persons at

the time designated to act on behalf of the Company by a written certificate,

signed on behalf of the Company by its Chief Executive Officer or its President

or one of its Vice Presidents or the Project Director for the Project or other

duly authorized Person and furnished to the Issuer and the Trustee, containing

the specimen signature of each such person.

BOND COUNSEL:

"Bond Counsel" shall mean an attorney-at-law or a firm of attorneys,

designated by the Issuer, of nationally recognized standing in matters

pertaining to the issuance of bonds by states and their political subdivisions,

duly admitted to the practice of law before the highest court of any state of

the United States of America.

BOND COUNSEL'S OPINION:

"Bond Counsel's Opinion" shall mean an opinion signed by Bond Counsel

and satisfactory to the Issuer and the Trustee.

BOND FUND:

"Bond Fund" shall mean the fund created under Section 6.01 of this

Indenture and held by the Trustee.

BOND PURCHASE CONTRACT:

"Bond Purchase Contract" shall mean the bond purchase contract

concerning the Series 2004 Bonds among the Issuer, the Company and the

Purchaser.

BOND REGISTER AND BOND REGISTRAR:

"Bond Register" and "Bond Registrar" shall have the respective meanings

specified in Section 2.09 of this Indenture.

BONDS:

"Bond" or "Bonds" shall mean any Bond or all of the Bonds, as the case

may be, of the Issuer authorized and issued by the Issuer, authenticated by the

Trustee and delivered under this Indenture.

The term "outstanding under this Indenture" or "outstanding hereunder"

or "outstanding", when used with reference to Bonds, shall mean, except as

otherwise provided in Sections 9.03 and 13.03 of this Indenture, at any date as

of which the amount of outstanding Bonds is to be determined, the aggregate of

all Bonds authorized, issued, authenticated and delivered under this Indenture,

except:

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(a) Bonds canceled or surrendered to the Trustee for cancellation

pursuant to Section 2.12 of this Indenture prior to such date;

(b) Bonds deemed to have been paid as provided in Section 14.02 of

this Indenture; and

have been authenticated and delivered pursuant to this Indenture unless proof

satisfactory to the Trustee and the Company is presented that any such Bond is

held by a bona fide Registered Owner in due course.

BUSINESS DAY:

"Business Day" shall mean any day, other than a Saturday or Sunday, on

which the Trustee is not closed and on which the payment system of the Federal

Reserve System is operational.

CLOSING DATE:

"Closing Date" shall mean each date after the Initial Closing Date on

which any portion of the Series 2004 Bonds are delivered to the Purchaser in

exchange for the sale price thereof.

COMPANY:

"Company" shall mean Premier Entertainment Biloxi LLC, a limited

liability corporation organized and existing under the laws of the State of

Delaware, or any corporation, limited liability company, partnership or sole

proprietorship which is the surviving, resulting or transferee person in any

merger, consolidation or transfer of assets permitted under Section 5.02 of the

Loan Agreement and shall also mean, unless the context otherwise requires, an

assignee of the Company as permitted by Section 6.01 of the Loan Agreement.

COMPANY DIRECT DISBURSEMENT ACCOUNT:

"Company Direct Disbursement Account" shall mean the Company Direct

Disbursement Account created pursuant to Section 5.01 herein and held by the

Trustee in the Construction Fund.

COMPLETION DATE:

"Completion Date" shall have the meaning set forth in the Loan

Agreement.

CONSTRUCTION FUND:

"Construction Fund" shall mean the fund created under Section 5.01 of

the Indenture and held by the Trustee, which shall contain the Trustee

Disbursement Account and the Company Direct Disbursement Account.

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CORPORATE TRUST OFFICE:

"Corporate Trust Office" shall mean the office of the Trustee at which

at any particular time its corporate trust business shall be principally

administered, which office at the date hereof is located at Standard

Federal-Corporate and Institutional Trust, a division of LaSalle Bank National

Association, 2600 West Big Beaver, Troy, Michigan 48084 Attention: Corporate

Trust Department.

COST OR COST OF THE PROJECT:

"Cost" or "Cost of the Project" shall mean and be deemed to include the

definition of the term "Cost" as that term is defined in the Act, including, but

not limited to the following to the extent such are incurred after the sixtieth

(60th) day preceding November 19, 2003: (a) obligations of the Issuer or of the

Company incurred for labor, materials, machinery, equipment and other expenses

and to architects, contractors, builders and materialmen in connection with the

acquisition, construction, equipping and installation of the Project and

improvements thereto including, but not limited to, the cost of improvement of

the Project Site; (b) the cost of contract or performance bonds or of other

bonds and of insurance of all kinds that may be required or necessary prior to

or during the course of construction, installation and equipping of the Project;

of the Issuer and the Company for test borings, surveys, test and pilot

operations, estimates, plans and specifications and preliminary investigations

therefor, and for supervising construction, as well as for the performance of

all other duties required by or as a result of the proper construction,

installation and equipping of the Project; (d) compensation and expenses of the

Issuer and the Trustee; legal, accounting, financial and printing expenses, fees

and all other expenses incurred in connection with the issuance of the Bonds;

(e) all other costs which the Issuer or the Company shall be required to pay

under the terms of any contract or contracts for the acquisition (by purchase,

lease or otherwise), construction, installation and equipping of the Project;

(f) any sums required to reimburse the Issuer or the Company for advances made

by either of them for any of the above items, or for any other costs incurred

and for work done by either of them, which are properly chargeable to the

Project being acquired, constructed, installed and equipped; (g) Administration

Expenses of the Issue and the Trustee which are payable as of the Initial

Closing Date; and (h) any other expenses or fees of the Issuer or the Trustee,

which in the opinion of the Issuer or the Trustee are related to the Project or

the Bonds.

EQUIPMENT:

"Equipment" shall mean those items of machinery, equipment, fixtures

and other tangible personal property which (a) have been or are to be acquired

and installed at or on the Project Site, (b) were acquired with, or the cost of

which has been reimbursed with, proceeds of the Series 2004 Bonds and (c) are

described in Exhibit B to the Loan Agreement as the same may be changed from

time to time and any item of machinery, equipment, fixtures and other tangible

personal property which may be acquired and installed at or on the Project Site

in substitution therefor pursuant to the provisions of the Loan Agreement, and

renewals and replacements of any of the foregoing less such property as may be

released pursuant to the provisions of the Loan Agreement or taken by the

exercise of the power of eminent domain, all as they may at any time exist.

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EVENT OF DEFAULT:

"Event of Default", "event of default", "Default" or "default" shall

mean any Event of Default specified in Section 10.01 of this Indenture.

EXECUTIVE DIRECTOR:

"Executive Director" shall mean the Executive Director of the

Mississippi Business Finance Corporation.

GOVERNMENT OBLIGATIONS:

"Government Obligations" shall have the meaning ascribed thereto in the

Loan Agreement.

INDENTURE:

"Indenture" shall mean this Trust Indenture as amended or supplemented

from time to time in accordance with the provisions hereof.

INITIAL CLOSING DATE:

"Initial Closing Date" shall mean the first date on which any portion

of the Series 2004 Bonds is sold to the Purchaser.

INVESTMENT SECURITIES:

"Investment Securities" shall mean any one of the following, if and to

the extent the, same are at the time legal for the investment of the Issuer's

funds:

(a) Government Obligations;

(b) certificates of deposit, time deposits or other banking

arrangements issued by any single A or better rated domestic bank, bank and

trust company or national banking association, but no more than $50,000,000 in

any single financial institution;

Rating Group or P-1 or P-2 by Moody s Investors Service, Inc.;

(d) Treasury or Agency repurchase agreements with any single A or

better rated domestic bank, bank and trust company or national banking

association, including the Trustee, which shall be authorized to engage in the

banking business and are a member of the Federal Reserve System;

(e) investments in a money market fund as authorized by Section

91-13-8, Mississippi Code of 1972, as amended;

(f) any form of investment approved by the Purchaser; and

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(g) Dreyfus Cash Management Institutional Shares.

ISSUER:

"Issuer" shall mean the Mississippi Business Finance Corporation,

constituting a public corporation of the State, its successors and assigns, and

any public corporation resulting from or surviving any consolidation or merger

to which it or its successors may be a party.

LOAN AGREEMENT:

"Loan Agreement" shall mean the Loan Agreement dated as of the date

hereof between the Issuer and the Company and any and all modifications,

alterations, amendments and supplements thereto made in accordance with the

provisions thereof and this Indenture.

NOTES:

"Notes" shall mean the promissory notes of the Company, including the

Series 2004 Note, issued pursuant to the Loan Agreement, as the same may be

amended or supplemented.

OFFICERS' CERTIFICATE:

"Officers' Certificate" shall mean a certificate signed by the

President, Executive Director, or an officer of the Board of Directors of the

Issuer duly authorized by resolution of such Board to sign such certificate and

the Secretary.

OPINION OF COUNSEL:

"Opinion of Counsel" shall mean an opinion in writing signed by legal

counsel, who may be an employee of or counsel to the Company, satisfactory to

the Trustee.

PAYING AGENT:

"Paying Agent" shall mean any paying agent for the Series 2004 Bonds

(and may include the Trustee) and its successor or successors appointed pursuant

to the provisions of this Indenture.

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PAYMENT DATE:

"Payment Date" means, as to the Series 2004 Bonds, the Final Maturity

Date and any other date on which principal is payable pursuant to the redemption

provisions of Section 2.03 herein, and as to any other Series of Bonds, each

date designated as a Payment Date in the applicable Supplemental Indenture.

PERMITTED ENCUMBRANCES:

"Permitted Encumbrances" shall have the meaning ascribed thereto in the

Loan Agreement.

PERSON OR PERSON:

"Person" or "person" shall mean, as the case may be, any individual,

sole proprietorship, limited liability company, corporation, partnership

(including, without limitation, general and limited partnerships), joint

venture, association, joint stock company, trust, unincorporated organization or

government, any agency or political subdivision thereof or public corporation.

PRESIDENT:

"President" shall mean the President of the Mississippi Business

Finance Corporation.

PROJECT:

"Project" shall have the meaning ascribed thereto in the Loan

Agreement.

PROJECT SITE:

"Project Site" shall mean the real property described in Exhibit A to

the Loan Agreement on which the Project will be situated.

PROPERTY:

"Property" shall mean any interest in any kind of asset, whether real,

personal or mixed, or tangible or intangible.

PURCHASER:

"Purchaser" shall mean Premier Finance Biloxi Corp., a Delaware

corporation, in its capacity as the initial purchaser of the Series 2004 Bonds.

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RECORD DATE:

"Record Date" shall mean with respect to any Series of Bonds, the last

Business Day preceding any Payment Date.

REDEMPTION PRICE:

"Redemption Price" shall mean the principal of and accrued interest on

the Series 2004 Bonds or portion thereof to be redeemed.

REGISTERED OWNER:

"Registered Owner" shall mean the Person or Persons in whose name or

names the particular Bond or Bonds shall be registered on the Bond Register.

REVENUES:

"Revenues" shall mean all payments, receipts and revenues payable by

the Company to the Issuer under the Loan Agreement (except payment of

Administration Expenses and indemnification payments pursuant to Sections 4.03

and 4.11, respectively, of the Loan Agreement) and any other payments, receipts

and revenues derived by the Issuer from the Company under the Loan Agreement.

SECRETARY:

"Secretary" shall mean the Secretary of the Mississippi Business

Finance Corporation.

SENIOR NOTES:

"Senior Notes" shall mean the __ % First Mortgage Notes due _____, 2012

issued by Premier Entertainment Biloxi LLC and Premier Finance Biloxi Corp.

pursuant to the terms of the Senior Notes Indenture, together with all

additional notes issued by Premier Entertainment Biloxi LLC and Premier Finance

Biloxi Corp. from time to time under the Senior Notes Indenture, including all

notes issued in exchange or replacement therefore.

SENIOR NOTES INDENTURE:

"Senior Notes Indenture" shall mean that certain indenture dated as of

January __, 2004 by and among Premier Entertainment Biloxi LLC, Premier Finance

Biloxi Corp. and Standard Federal-Corporate and Institutional Trust, a division

of LaSalle Bank National Association, in its capacity as trustee for the benefit

of the holders of the Senior Notes (as the same may be amended, modified or

supplemented from time to time).

SENIOR NOTES TRUSTEE:

"Senior Notes Trustee" shall mean Standard Federal-Corporate and

Institutional Trust, a division of LaSalle Bank National Association, in its

capacity as trustee under the Senior Notes Indenture, together with its

successors in such capacity.

<Page>

SERIES OR SERIES OF BONDS:

"Series" or "Series of Bonds" shall mean all of the Bonds authenticated

and delivered on original issuance in a simultaneous transaction, and any Bonds

thereafter authenticated and delivered in lieu of or in substitution for such

Bonds, pursuant to the provisions of this Indenture, regardless of variations in

maturity, interest rate, or other provisions.

SERIES 2004 BONDS:

"Series 2004 Bonds" shall mean the Mississippi Business Finance

Corporation Industrial Development Revenue Bonds, Series 2004 (Premier

Entertainment Biloxi LLC Project) issued under the Indenture.

SERIES 2004 NOTE:

"Series 2004 Note" shall mean the Promissory Note of the Company issued

by the Company in connection with the issuance and sale of the Series 2004

Bonds.

STATE:

"State" shall mean the State of Mississippi.

SUBSIDIARY:

"Subsidiary" shall mean any corporation, 50% or more of the voting

shares of stock of which are owned directly or indirectly by the Company.

SUPPLEMENTAL INDENTURE:

"Supplemental Indenture" or "indenture supplemental hereto" shall mean

any indenture supplemental to or amendatory of this Indenture as originally

executed which is duly executed and delivered in accordance with the provisions

of this Indenture.

TERM NOTE DATE:

"Term Note Date" shall mean the earlier of (i) January 1, 2007, or (ii)

the Completion Date.

TRUSTEE:

"Trustee" shall mean Standard Federal-Corporate and Institutional

Trust, a division of LaSalle Bank National Association (and its corporate

successors) and its successor under this Indenture, a national banking

corporation, having power and authority to accept and execute trusts, and having

a corporate trust office in Troy, Michigan.

TRUSTEE DISBURSEMENT ACCOUNT:

"Trustee Disbursement Account" shall mean the Trustee Disbursement

Account created pursuant to Section 5.01 herein and held by the Trustee in the

Construction Fund.

<Page>

ARTICLE II

DESCRIPTION, AUTHORIZATION, MANNER OF

EXECUTION, AUTHENTICATION, REGISTRATION AND

TRANSFER OF BONDS

SECTION 2.01. AUTHORIZATION OF BONDS. The Bonds may, at the election

of the Issuer, be issued in one or more Series and, except as hereinafter

provided, shall be designated generally with such appropriate particular

designations added to or incorporated in such title for the Bonds of any

particular Series as the Issuer may determine. Each Bond shall bear upon the

face thereof the designation so selected for the Series to which it belongs. The

Bonds shall be issuable only in fully registered form and in any denominations.

SECTION 2.02. SERIES 2004 BONDS.

(a) There shall be issued under and secured by this Indenture a

Series of Bonds to be designated as Mississippi Business Finance Corporation

Industrial Development Revenue Bonds, Series 2004 (Premier Entertainment Biloxi

LLC Project) in the aggregate principal amount of up to $60,000,000. The

principal amount of the Series 2004 Bonds shall be issued from time to time as

provided herein and in the Bond Purchase Contract. The Series 2004 Bonds shall

be dated as of the date of the first disbursement of any of the proceeds

thereof.

The Series 2004 Bonds shall be initially issued in the form of one

fully registered bond and may not be submitted in exchange for more than one

fully registered Bond until the Term Note Date at which time the Series 2004

Bond may, but shall not be required to, be submitted to the Trustee pursuant to

the provisions of Section 2.09 herein, in exchange for more than one fully

registered bond.

The principal amount of the Series 2004 Bonds shall be issued from time

to time as follows: (i) $500,000 principal amount of the Series 2004 Bonds shall

be issued on the Initial Closing Date and the proceeds thereof shall be

deposited into the Company Direct Disbursement Account in the Construction Fund,

(ii) in the Purchaser's discretion, there shall be issued additional principal

amounts of the Series 2004 Bonds from time to time and the proceeds thereof

shall be deposited into the Company Direct Disbursement Account in the

Construction Fund, provided, that the Purchaser shall never pay the Trustee an

amount for deposit into the Company Direct Disbursement Account in the

Construction Fund if such deposit results in said Account having more than

$500,000 on deposit therein, (iii) upon the submission of requisitions by the

Company to the Trustee pursuant to the provisions of Section 5.03(a) hereof, a

principal amount of the Series 2004 Bonds shall be issued in an amount equal to

the amount set forth in such requisitions and the proceeds thereof shall be

deposited into the Trustee Disbursement Account in the Construction Fund.

With respect to requisitions to be paid by the Trustee from amounts in

the Trustee Disbursement Account in the Construction Fund pursuant to Section

5.03(a) hereof, upon receipt of each requisition by the Trustee, the Trustee

shall telephonically notify the Purchaser of the principal amount of the Series

2004 Bonds which the Purchaser must purchase, which shall be the amount set

forth in such requisition. Promptly upon receipt of such notice, the Purchaser

shall, pursuant to the provisions of the Bond Purchase Contract, pay to the

Trustee the principal

<Page>

amount of such Bond requisitioned by the Company, which amount shall be

deposited into the Trustee Disbursement Account in the Construction Fund and the

Trustee shall make a notation of such principal amount purchased on the Series

2004 Bond.

Each time the Purchaser provides the Trustee with any amount for

deposit into the Company Direct Disbursement Account in the Construction Fund,

the Trustee shall also make a notation of such amount evidencing an additional

purchase of the Series 2004 Bonds.

The amount shown on the grid attached to the Series 2004 Bond shall be

deemed to be conclusive evidence of the principal amount of the Series 2004

Bonds purchased by the Purchaser, absent manifest error.

Any portion of the Series 2004 Bonds not sold to the Purchaser by the

Term Note Date shall not be issued or delivered thereafter. Notwithstanding

anything herein to the contrary, until the Term Note Date, the Trustee shall

maintain custody of the Series 2004 Bond as agent of the Purchaser; provided,

however that the Trustee acknowledges that the Purchaser has pledged the Series

2004 Bond to the Senior Note Trustee to secure the payment of the Senior Notes.

(b) From the Initial Closing Date until the maturity of the Series

2004 Bonds, the Series 2004 Bonds shall bear interest on the principal amount

thereof which has been disbursed pursuant to the provisions of Section 3.03 of

the Loan Agreement and which remains outstanding at a rate equal to four percent

(4%) per annum. Interest shall be calculated on the basis of the actual number

of days elapsed for a year having 360 days. The determination of the interest

rate and the amount of interest due on each Payment Date shall be made by the

Bondholder and the Trustee shall not be liable for any miscalculation of the

interest rate or interest due on the Bonds.

Interest on the outstanding principal amount of the Series 2004 Bonds

shall be paid on each Payment Date with respect to the amount of principal being

paid on such date.

All payments shall be applied first to accrued interest and then to the

outstanding principal of the Series 2004 Bonds.

The final maturity date of the Series 2004 Bonds shall be January 1,

2014, and all outstanding principal plus accrued and unpaid interest shall be

due and payable on such date. The Series 2004 Bonds shall be subject to

redemption prior to maturity as provided herein.

All payments of principal of, premium, if any, and interest on the

Series 2004 Bonds shall be payable in any coin or currency of the United States

of America which, at the time of payment is legal tender for the payment of

public and private debts and shall be made to the Registered Owner thereof as of

the Record Date, in the case of principal and premium, if any, at the Corporate

Trust Office of the Trustee upon presentation and surrender thereof, and in the

case of interest, by mail, by check, or if requested in writing by a Registered

Owner who holds Bonds in the amount of at least $500,000 by bank wire or bank

transfer as such Registered Owner may specify in writing or otherwise as the

Trustee and such Registered Owner may agree.

SECTION 2.03. REDEMPTION. The Series 2004 Bonds are subject to

optional redemption prior to maturity, in accordance with Article VIII hereof

and subject to the order of payment as set forth in Section 6.02 hereof, in

whole or in part at any time at the option of the Company, upon not less than

forty-five (45) days' written notice by the Company to the Trustee

<Page>

(which may be waived), at a redemption price equal to the principal amount

thereof, plus accrued interest thereon to the date of redemption, without

premium; provided, the Company has agreed in the Loan Agreement that it will not

exercise its right to optionally redeem the Bonds until the earlier of the

following: (i) one year following the Initial Closing Date and (ii) six months

following completion of the Project, as evidenced by delivery to the Trustee of

the certificate described in Section 3.05 of the Loan Agreement.

SECTION 2.04. METHOD OF PARTIAL REDEMPTION. Unless otherwise provided

herein, in the event of a partial redemption pursuant to Section 2.03 hereof,

the Series 2004 Bonds to be partially redeemed shall be selected by lot by the

Trustee unless otherwise agreed to by the Registered Owners and the Company.

SECTION 2.05. ADDITIONAL BONDS. Subject to determination from time to

time by the Issuer, and subject to the provisions of Section 3.03 hereof and

with the prior written consent of the Senior Notes Trustee and the Registered

Owners of one hundred percent (100%) of the Series 2004 Bonds then outstanding,

as expressed from time to time in one or more Supplemental Indentures, the Bonds

of any Series other than the Series 2004 Bonds:

(a) shall be dated, shall bear interest at a rate or rates not in

excess of the maximum rate then permitted by applicable law, shall be payable

and shall mature by their terms at such time or times as may be provided in the

Supplemental Indenture creating the Series of which such Bonds are a part;

(b) shall be payable, both as to principal and interest and premium,

if any, at such place or places as the Issuer may determine in any coin or

currency of the United States of America which, at the time of payment, is legal

tender for the payment of public and private debts;

Issuer;

(d) shall have such particular designations added to their title as

the Issuer may determine, and may be in such denominations as may be determined

by the Issuer;

(e) May be limited as to the maximum principal amount thereof which

may be authenticated by the Trustee and delivered or which may be at any time

outstanding, and an appropriate insertion in respect of such limitation may, but

need not, be made in the Bonds of such Series;

(f) May contain provisions for the redemption thereof at such

redemption price or prices, at such time or times, upon such notice, in such

manner and upon such other terms and conditions, not inconsistent with the

provisions of Article VIII of this Indenture and the terms of the Loan

Agreement, as may be determined by the Issuer and permitted by applicable law;

(g) May have mandatory provisions requiring payments of sinking fund

requirements for the purchase and sinking fund redemption of such Bonds, in such

amounts, at such time or times, in such manner and upon such terms and

conditions, not inconsistent with the provisions of this Indenture, as shall be

set forth in such Supplemental Indenture; and

<Page>

(h) May contain such provisions with respect to acceleration of

maturity on the happening of specified events, and such other special terms and

conditions, not contrary to the provisions hereof or of the Act, as may be

determined by the Issuer.

SECTION 2.06. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In the

event any outstanding Bond, whether temporary or definitive, is mutilated, lost,

stolen or destroyed, the Trustee shall, upon written request of the Issuer,

authenticate and deliver a new Bond of the same Series, principal amount and

maturity and of like tenor as the mutilated, lost, stolen or destroyed Bond in

exchange and substitution for such mutilated Bond, or in lieu of and

substitution for such lost, stolen or destroyed Bond upon presentation of an

open indemnity bond in favor of the Trustee and the Issuer which is satisfactory

to the Trustee.

Application for exchange and substitution of mutilated, lost, stolen or

destroyed Bonds shall be made to the Trustee, in writing, at the Corporate Trust

Office. In every case the applicant for a substitute Bond shall furnish to the

Issuer and to the Trustee such security or indemnity as may be required by them

to save each of them and any Paying Agent harmless. In every case of loss, theft

or destruction of a Bond, the applicant shall also furnish to the Issuer and to

the Trustee evidence to their satisfaction of the loss, theft or destruction and

of the ownership of such Bond, and in every case of mutilation of a Bond, the

applicant shall surrender to the Trustee the Bond so mutilated.

Upon the issuance of any substitute Bond, the Issuer and the Trustee

may charge the Registered Owner of such Bond with their fees and expenses in

connection therewith. Every substitute Bond issued pursuant to the provisions of

this Section 2.06 by virtue of the fact that any Bond is lost, stolen or

destroyed shall constitute an original additional contractual obligation of the

Issuer, whether or not the lost, stolen or destroyed Bond shall be found at any

time, or be enforceable by anyone, and shall be entitled to all the benefits of

this Indenture equally and proportionally with any and all other Bonds duly

issued under this Indenture to the same extent as the Bonds in substitution for

which such Bonds were issued.

The provisions of this Section 2.06 are exclusive and shall preclude

(to the extent lawful) all of the rights and remedies with respect to the

payment of mutilated, lost, stolen or destroyed Bonds, including those granted

by any law or statute now existing or hereafter enacted.

SECTION 2.07. TEMPORARY BONDS. Until Bonds in definitive form of any

Series are ready for delivery, the Issuer may execute, and upon its request in

writing, the Trustee shall authenticate and deliver in lieu of any thereof and

subject to the same provisions, limitations and conditions, one or more printed,

lithographed or typewritten Bonds in temporary form, substantially of the tenor

of the Bonds as set forth above in this Article II, with appropriate omissions,

variations and insertions. Bonds in temporary form, prepared at the expense of

the Company, will be for such principal amounts as the Issuer shall determine.

Until exchanged for Bonds in definitive form, such Bonds in temporary

form shall be entitled to the lien and benefit of this Indenture. The Issuer

shall, without unreasonable delay, prepare, execute and deliver to the Trustee,

and thereupon, upon the presentation and surrender of the Bond or Bonds in

temporary form to the Trustee at the Corporate Trust Office, the Trustee shall

authenticate and deliver, in exchange therefor, a Bond or Bonds of the same

maturity and Series, in definitive form in the authorized denominations, and for

the same aggregate principal

<Page>

amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall

be made at the Company's expense and without making any charge therefor to any

Registered Owner.

SECTION 2.08. EXECUTION. All the Bonds shall, from time to time, be

executed on behalf of the Issuer by, or bear the manual or facsimile signature

of, the Executive Director or President and its corporate seal (which may be in

facsimile) shall be thereunto affixed (or imprinted or engraved if facsimile)

and attested by the manual or facsimile signature of the Secretary.

If any of the officers who shall have signed or sealed any of the Bonds

or whose facsimile signature shall be upon the Bonds shall cease to be such

officer of the Issuer before the Bonds so signed and sealed shall have been

actually authenticated by the Trustee or delivered by the Issuer, such Bonds

nevertheless may be authenticated, issued and delivered with the same force and

effect as though the person or persons who signed or sealed such Bonds or whose

facsimile signature shall be upon the Bonds had not ceased to be such officer or

officers of the Issuer; and also any such Bond may be signed and sealed on

behalf of the Issuer by those persons who, at the actual date of the execution

of such Bonds, shall be the proper officers of the Issuer, although at the date

of such Bond any such person shall not have been such officer of the Issuer.

SECTION 2.09. NEGOTIABILITY, TRANSFER AND REGISTRY.

(a) The Bonds may be transferred and title thereto shall pass, only

in the manner provided and as set forth in paragraph (c) below. The Issuer

hereby designates the Trustee as initial Bond Registrar to keep the books for

the registration and for the transfer of Bonds as provided in this Indenture.

All Bonds presented for transfer, exchange, redemption or payment, shall be

accompanied by a written instrument or instruments of transfer or authorization

for exchange, in form and with guaranty of signature satisfactory to the

Trustee, duly executed by the Registered Owner or by his attorney duly

authorized in writing. No charge shall be made to the Registered Owner for the

transfer and registration of the Bonds except for a sum sufficient to pay any

tax, fee or governmental charge that may be imposed with respect thereto.

(b) The Issuer, the Trustee, the Bond Registrar and any Paying Agent

may deem and treat the Registered Owner of any registered Bond as the absolute

owner of such Bond for the purpose of receiving any payment on such Bond and for

all other purposes of this Indenture and the Loan Agreement, whether payment of

such Bond shall be current or not, and neither the Issuer, nor the Trustee, nor

the Bond Registrar nor any Paying Agent shall be affected by any notice to the

contrary. Payment of, or on account of, the principal of and interest and

premium, if any, on any registered Bond shall be made to such Registered Owner

or upon his written order. All such payments shall be valid and effectual to

satisfy and discharge the liability upon such Bond to the extent of the sum or

sums so paid.

Purchaser as to principal and interest on the books kept by the Bond Registrar.

Following the Term Note Date, upon surrender for transfer of any Bond at the

office of the Bond Registrar, the Issuer shall execute and the Trustee shall

authenticate and deliver in the name of the transferee or transferees, one or

more new fully registered Bonds of the same Series for the aggregate principal

amount which the Registered Owner is entitled to receive.

<Page>

(d) The Registered Owner of the Series 2004 Bonds will pledge the

Series 2004 Bonds to the Senior Notes Trustee to secure payments of the Senior

Notes and such security interest shall be noted on the face of the Series 2004

Bonds.

At the option of the Registered Owners, Bonds of any Series may be

exchanged for other Bonds of such Series of any authorized denomination, of a

like aggregate principal amount, upon surrender of the Bonds to be exchanged at

any such office or agency. Any transfers involving subsequent registration shall

be made on the books kept by the Bond Registrar. No transfer shall be valid

unless (1) made by written assignment, (2) noted on books of the Bond Registrar

and (3) unless a new registered bond shall be issued, noted in the books kept by

the Bond Registrar as of the date of registration and the name of the Registered

Owner thereof.

SECTION 2.10. REGULATIONS WITH RESPECT TO EXCHANGES AND TRANSFERS. In

all cases in which the privilege of exchanging Bonds or registering the transfer

of Bonds is exercised, the Issuer shall execute and the Trustee, upon written

request of the Issuer, shall authenticate and deliver Bonds in accordance with

the provisions of this Indenture. All Bonds surrendered in any such exchanges or

upon any such registration of transfer shall forthwith be delivered to the

Trustee and canceled by it. There shall be no charge for any such exchange or

registration of transfer of Bonds to the Registered Owner, but the Issuer may

require the payment of a sum sufficient to pay any tax or other governmental

charge required to be paid with respect to any such exchange or registration of

transfer. Neither the Issuer nor the Trustee shall be required to register the

transfer or exchange of any Bond called for redemption in whole or in part.

SECTION 2.11. AUTHENTICATION. No Bond shall be secured by this

Indenture or be entitled to the benefit hereof or shall be valid or obligatory

for any purpose unless there shall be endorsed on such Bond the Trustee's

certificate of authentication, substantially in the form prescribed in this

Indenture, executed by the manual signature of a duly authorized officer of the

Trustee; and such certificate on any Bond issued by the Issuer shall be

conclusive evidence and the only competent evidence that such Bond has been duly

authenticated and delivered under this Indenture.

SECTION 2.12. DESTRUCTION OF BONDS. Upon the surrender to the Trustee

of any temporary or mutilated Bond, or any Bond acquired, redeemed, or paid at

maturity, the same shall forthwith be canceled and destroyed by the Trustee. If

such Bond is so destroyed, the Trustee shall deliver its certificate of

destruction to the Issuer.

ARTICLE III

AUTHENTICATION AND DELIVERY OF BONDS

SECTION 3.01. BONDS EQUALLY AND RATABLY SECURED. The aggregate

principal amount of Bonds which may be executed by the Issuer and authenticated

by the Trustee and delivered from time to time and secured by this Indenture is

not limited except as is or may be provided in this Indenture or as may be

limited by the Act and applicable law. All Bonds issued and to be issued

hereunder are, and are to be, to the extent provided in this Indenture, equally

and ratably secured by this Indenture without preference, priority or

distinction on account of the actual time or times of the authentication or

delivery or maturity of the Bonds, so that, subject as aforesaid, all Bonds at

any time outstanding hereunder shall have the same right, lien and

<Page>

preference under and by virtue of this Indenture and shall all be equally and

ratably secured hereby with like effect as if they had all been executed,

authenticated and delivered simultaneously on the date hereof, whether the same

or any of them shall actually be disposed of at such date, or whether they, or

any of them, shall be disposed of at some future date, or whether they, or any

of them, shall have been authorized to be executed, authenticated and delivered

under Section 3.02 of this Indenture or may be authorized to be executed,

authenticated and delivered hereafter pursuant to the provision of this

Indenture.

SECTION 3.02. PROVISIONS FOR ISSUANCE OF SERIES 2004 BONDS. The

Series 2004 Bond in the aggregate principal amount of up to $60,000,000, being

the first Series of Bonds issued under this Indenture, shall forthwith be

executed by the Issuer and delivered to the Trustee for authentication,

provided, the Trustee shall not authenticate the Series 2004 Bonds unless and

until the Trustee shall have received the following:

(a) a copy of the resolution or resolutions adopted by the Issuer

authorizing the execution and delivery of the Loan Agreement and this Indenture

and the sale, issuance and delivery of the Series 2004 Bonds, duly certified by

the Secretary, under its corporate seal, to have been duly adopted by the Issuer

and to be in full force and effect on the date of such certification;

(b) an original executed counterpart of the Loan Agreement, this

Indenture and the Series 2004 Note;

Issuer and signed by the Executive Director and by the Secretary to authenticate

and deliver the Series 2004 Bonds to the purchasers therein identified upon

payment to the Trustee, but for the account of the Issuer, of a sum specified in

such direction (such proceeds shall be paid over to the Trustee and deposited in

the manner provided herein);

(d) an original executed counterpart of an opinion of counsel for the

Company, addressed to the Issuer and the Trustee and Bond Counsel, subject to

standard assumptions and qualifications of counsel for the Company, with respect

to the due organization and existence in good standing of the Company; its

qualification to do business and its good standing under the laws of the State

of Mississippi; its power to execute, deliver and perform its obligations under

the Loan Agreement, the Series 2004 Note, this Indenture and any other

instruments and documents executed and delivered by the Company in connection

herewith; the due authorization thereof by all requisite authorizing action on

the part of the Company; the due execution and delivery thereof on the part of

the Company; the execution and delivery of the Loan Agreement and the Series

2004 Note; and the performance of the obligations of the Company thereunder have

not resulted and will not result in a violation of the articles of incorporation

of the Company or its by-laws, and the legality, validity and binding effect

thereof as obligations of the Company enforceable in accordance with their terms

(except to the extent that the validity and enforceability thereof may be

limited by bankruptcy, reorganization or similar laws limiting the

enforceability of creditors' rights generally and except that no opinion need be

expressed as to the availability of any discretionary equitable remedies);

(e) an original executed counterpart of an approving opinion of Bond

Counsel with respect to the validity of the Series 2004 Bonds.

<Page>

SECTION 3.03. PROVISIONS FOR ISSUANCE OF ADDITIONAL BONDS.

(a) Subsequent to the authentication, issuance and delivery of the

Series 2004 Bonds, and in accordance with Section 2.05 hereof, one or more

Series of Additional Bonds may be authenticated by the Trustee and delivered

upon original issuance for the purpose of providing funds to (1) complete

payment of the Cost of the Project, (2) pay the Cost of (i) enlargements,

improvements or extensions to any buildings included in the Project and/or (ii)

additions to or replacement of the items of Equipment as the Company may deem

desirable, or (3) pay the Cost of additional facilities relating to the Project.

(b) The Issuer may execute and deliver to the Trustee, and the

Trustee shall thereupon authenticate and deliver, such Additional Bonds to the

purchaser or purchasers thereof, provided that, prior to such authentication and

delivery, there shall have been delivered to the Trustee:

1. a copy of the resolution or resolutions adopted by the

Issuer authorizing such Additional Bonds and the execution and delivery by the

Issuer of a Supplemental Indenture providing for the terms and conditions upon

which such Bonds are to be issued, duly certified by the Secretary under its

corporate seal, to have been duly adopted by the Issuer and to be in full force

and effect on the date of such certification, together with an executed

counterpart of said Supplemental Indenture;

2. a copy, certified by the Secretary as described in paragraph

(b)(1) hereinabove, of the resolution or resolutions adopted by the Issuer

authorizing the execution and delivery by the Issuer of any agreement which is

necessary to amend the Loan Agreement and to provide for an additional

promissory note of the Company to (A) increase or adjust the payments to be made

under the Loan Agreement to an amount sufficient to pay, as and when the same

mature or become due, the principal of and interest and premium, if any, on all

outstanding Bonds, including such Additional Bonds (except to such extent as the

same may be payable out of moneys then in the Bond Fund or otherwise on deposit

with the Trustee in accordance with this Indenture), (B) include as part of the

Project all machinery, equipment, facilities, land and rights in land to be

financed by the issuance and sale of such Additional Bonds and (C) make such

other revisions to the Loan Agreement as are necessitated by the issuance of

such Additional Bonds; provided, however, that such other revisions shall not

prejudice the rights of the Registered Owners of outstanding Bonds as granted

them under the terms of this Indenture, together with a duly executed

counterpart of such amendatory agreement;

3. an original executed statement by the Company (A) approving

the issuance and delivery of such Additional Bonds and (B) certifying that the

Company is not then in default under the Series 2004 Note or the Loan Agreement;

4. copies, duly certified by the Secretary, of any approvals

required under the Act for the issuance of such Additional Bonds;

5. an original executed opinion of Bond Counsel, addressed to

the Trustee and the Issuer, to the effect that all of the conditions precedent

to the issuance of such Additional Bonds set forth in this Indenture, the

Supplemental Indenture and the Act have been satisfied;

6. an original executed direction to the Trustee on behalf of

the Issuer and signed by the Executive Director and the Secretary to

authenticate and deliver such Additional

<Page>

Bonds to the purchaser therein identified upon payment to the Trustee, but for

the account of the Issuer, a sum specified in such direction plus accrued

interest on such Additional Bonds to the date of delivery, if any;

7. the original executed consents to the issuance of such

Additional Bonds required by Section 2.05 hereof.

The proceeds of such Additional Bonds shall be deposited with and held

and disbursed by the Trustee as provided in the Supplemental Indenture providing

for such Additional Bonds.

SECTION 3.04. PROVISIONS FOR ISSUANCE OF REFUNDING BONDS. After being

provided with the consent of the Senior Notes Trustee, the Issuer, if and to the

extent authorized by law, in addition to the Bonds authorized to be executed,

authenticated and delivered pursuant to the other provisions of this Article

III, may execute and deliver to the Trustee, and the Trustee shall thereupon

authenticate and deliver to or upon the written order of the President or the

Executive Director, Additional Bonds for the purpose of refunding all or any

part of the Bonds of any one or more Series issued under the provisions of this

Indenture and then outstanding, but only upon the receipt by the Trustee in

addition to the items required under Section 3.03 of this Indenture, of:

(a) a copy of a resolution or resolutions adopted by the Issuer

describing the Series of Bonds to be refunded and authorizing all necessary

action in connection with the refunding thereof pursuant to the provisions of

this Indenture, certified by the Secretary under its corporate seal

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