LOAN AGREEMENT

Loan Agreement

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MISSISSIPPI BUSINESS FINANCE CORPORATION | PREMIER ENTERTAINMENT BILOXI LLC

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Title: LOAN AGREEMENT
Governing Law: Mississippi Date: 4/8/2004

LOAN AGREEMENT, Parties: mississippi business finance corporation , premier entertainment biloxi llc

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Exhibit 10.14

LOAN AGREEMENT

between

MISSISSIPPI BUSINESS FINANCE CORPORATION

and

PREMIER ENTERTAINMENT BILOXI LLC

------------

January 1, 2004

------------

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TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

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SECTION 1.01. Definitions....................................................2

ARTICLE II

REPRESENTATIONS

SECTION 2.01. Representations of the Issuer..................................12

SECTION 2.02. Representations of Company.....................................12

ARTICLE III

COMPLETION OF PROJECT; ISSUANCE OF THE BONDS

SECTION 3.01. Completion of Project; Best Efforts............................13

SECTION 3.02. Issuance of Bonds..............................................14

SECTION 3.03. Requisition for Construction Funds.............................14

SECTION 3.04. Substitution of Equipment......................................15

SECTION 3.05. Certificate of Completion......................................15

SECTION 3.06. Completion of Project if Bond Proceeds Insufficient............15

SECTION 3.07. Default by Contractors.........................................16

SECTION 3.08. Investment of Construction Fund and Bond Fund..................16

ARTICLE IV

ASSIGNMENT; LOAN PAYMENTS

SECTION 4.01. Assignment of this Agreement...................................16

SECTION 4.02. Loan Payments and the Series 2004 Note.........................16

SECTION 4.03. Assignment to Trustee; Obligation to Make Payments Absolute....17

SECTION 4.04. No Possession of Project By Issuer.............................17

SECTION 4.05. Maintenance of Project.........................................17

SECTION 4.06. Payment of Taxes and Assessments; Compliance with Law;

No Further Liens.............................................18

SECTION 4.07. Operation of Project...........................................18

SECTION 4.08. Payment of Expenses............................................18

SECTION 4.09. Payments Continue Upon Destruction of Project..................18

SECTION 4.10. Amendment to Agreement.........................................18

SECTION 4.11. Release and Indemnification of Issuer and Trustee..............19

SECTION 4.12. Insurance......................................................19

SECTION 4.13. Condemnation...................................................20

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SECTION 4.14. Damage, Destruction and Eminent Domain.........................20

ARTICLE V

SPECIAL COVENANTS

SECTION 5.01. No Warranty as to Suitability of Project by Issuer.............20

SECTION 5.02. Continuation of Existence of Company...........................20

SECTION 5.03. Agreement to Cooperate.........................................21

SECTION 5.04. Covenant by Issuer to Maintain Present Status..................21

SECTION 5.05. Qualification in Mississippi...................................21

SECTION 5.06. Notice of Default..............................................21

SECTION 5.07. Company Approval of Indenture..................................21

SECTION 5.08. Subordination..................................................21

ARTICLE VI

ASSIGNMENT, LEASE AND SALE

SECTION 6.01. Disposal of Project and Assets by Company; Assignment..........22

SECTION 6.02. Assignment by Issuer...........................................22

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

SECTION 7.01. Events of Default..............................................23

SECTION 7.02. Remedies.......................................................24

SECTION 7.03. No Remedy Exclusive............................................24

SECTION 7.04. Payment of Fees and Expenses...................................25

SECTION 7.05. Effect of Waiver...............................................25

ARTICLE VIII

ACCELERATION OF LOAN PAYMENTS

SECTION 8.01. Acceleration of Loan Payments..................................25

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Excess Payments................................................25

SECTION 9.02. Notices........................................................26

SECTION 9.03. Parties Interested.............................................26

SECTION 9.04. Amendment to Agreement.........................................26

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SECTION 9.05. Counterparts...................................................27

SECTION 9.06. Severability of Invalid Provisions.............................27

SECTION 9.08. Further Assurances.............................................27

SECTION 9.08. Governing Law..................................................28

EXECUTION ...............................................................28

ACKNOWLEDGMENTS ...............................................................29

EXHIBIT A The Project Site...............................................A-1

EXHIBIT B Description of Project.........................................B-1

EXHIBIT C Promissory Note................................................C-1

EXHIBIT D Requisition....................................................D-1

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THIS LOAN AGREEMENT dated as of January 1, 2004 between the Mississippi

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

existing under the laws of the State of Mississippi (the "State") and Premier

Entertainment Biloxi LLC, a limited liability corporation organized and existing

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

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, 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 principal amount of up to $60,000,000; and

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

pursuant to this Agreement; 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, to evidence its obligation to pay the amounts due under this

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

(as hereinafter defined) to the Issuer, which Series 2004 Note the Issuer has

assigned to the Trustee; and

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

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

the execution and

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issuance under the Indenture of the Series 2004 Bonds upon and subject to the

terms and conditions set forth in the Indenture.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS AGREEMENT WITNESSETH:

That the parties hereto, intending to be legally bound hereby and in

consideration of the mutual covenants hereinafter contained, do hereby agree as

follows:

ARTICLE I.

DEFINITIONS

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

following meanings in this Agreement, 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 Indenture.

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 the Indenture.

ADDITIONAL NOTES:

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

2004 Note, duly issued and delivered pursuant to this Agreement, as 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

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

of the Issuer equal to $40,000, and the compensation and expenses paid to or

incurred by the Trustee or any Paying Agent under this

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Agreement or the Indenture. The Administration Expenses of the Issuer and

Trustee shall be paid directly to the Issuer and 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.

AGREEMENT:

"Agreement" shall mean this Loan Agreement between the Issuer and the

Company and any and all modifications, alterations, amendments and supplements

hereto made in accordance with the provisions hereof and the Indenture.

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 the Indenture

and held by the Trustee.

BONDS:

"Bonds" or "Bond" 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 the Indenture.

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The term "outstanding", when used with reference to Bonds, shall mean, 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 the

Indenture, except:

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

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

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

Indenture; and

have been authenticated and delivered pursuant to the 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 has 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 this

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

assignee of the Company as permitted by Section 6.01 of this 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 mean the date of completion of the acquisition,

construction, equipping and installation of the Project, as that date shall be

certified pursuant to Section 5.05 of the Indenture and Section 3.05 of this

Agreement.

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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.

COST:

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

"Costs" 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 the acquisition

and 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; (c) all costs of architectural and engineering

services, including the expenses 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, equipping and

installation 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 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, respectively, 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 this 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 this Agreement, and renewals

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

pursuant to the provisions of this 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" and "default" shall mean

any Event of Default specified in Section 7.01 of this Agreement.

FINAL MATURITY DATE:

"Final Maturity Date" shall mean January 1, 2014, the final maturity date

of the Series 2004 Bonds.

GAAP:

"GAAP" shall mean generally accepted accounting principles in the United

States of America as in effect on the date hereof.

GOVERNMENT OBLIGATIONS:

"Government Obligations" shall mean any of the following which are

noncallable by the issuer thereof and which at the time of investment are legal

investments under the Act for the moneys proposed to be invested therein:

(a) direct general obligations of the United States of America, or

obligations the prompt payment of the principal of and interest on which are

unconditionally guaranteed by the United States of America;

(b) bonds, debentures or notes issued by any of the following federal

agencies: Federal Farm Credit Banks, Federal Financing Bank or Federal National

Mortgage Association (including participation certificates);

fully secured by contracts with the United States of America;

(d) bonds, debentures or notes issued by any federal agency created by

act of Congress of the United States of America, the payment of the principal of

and interest on which are unconditionally guaranteed by the United States of

America;

(e) direct general obligations of, or obligations the payment of the

principal of and interest on which are unconditionally guaranteed by the State;

and

(f) money market funds or accounts customarily utilized by the

corporate trust department of the Trustee in the ordinary course of its

corporate trust business and in the usual performance of its fiduciary duties,

more specifically, a money market mutual funds backed by US Treasury Obligations

rated AAA by Moody's and Standard & Poors.

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INDEBTEDNESS:

"Indebtedness" of any Person shall mean, without duplication, (i) all

indebtedness of such Person for borrowed money, (ii) the deferred purchase price

of assets or services which in accordance with GAAP would be shown on the

liability side of the balance sheet of such Person, (iii) the face amount of all

letters of credit issued for the account of such Person and, without

duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second

Person secured by any Lien on any property owned by such first Person, whether

or not such Indebtedness has been assumed by such first Person, (v) all

capitalized lease obligations of such Person, (vi) all obligations of such

Person to pay a specified purchase price for goods or services whether or not

delivered or accepted, i.e., take-or-pay and similar obligations, (vii) all

obligations of such Person under interest rate management agreements and (viii)

all contingent obligations of such Person; provided that Indebtedness shall not

include trade payables, accrued expenses, accrued dividends and accrued income

taxes, in each case arising in the ordinary course of business.

INDENTURE:

"Indenture" shall mean the Trust Indenture, dated as of the date hereof,

between the Issuer and the Trustee, pursuant to which the Bonds are to be issued

and secured, as the same may be amended or supplemented from time to time in

accordance with the provisions thereof.

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;

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(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

(g) money market funds or accounts customarily utilized by the

corporate trust department of the Trustee in the ordinary course of its

corporate trust business and in the usual performance of its fiduciary duties.

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.

LIEN:

"Lien" shall mean any mortgage, pledge, security interest, encumbrance,

lien, claim, hypothecation, assignment for security or charge of any kind

(including any agreement to give any of the foregoing, any conditional sale or

other title retention agreement or any liens in the nature thereof).

NET PROCEEDS:

"Net Proceeds" shall mean the amount received by the Issuer from the sale

and issuance of the Bonds. Net Proceeds shall include investment earnings on

proceeds of the Bonds earned prior to the Completion Date.

NOTES:

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

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

or supplemented.

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.

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 of the Indenture, and as to any other Series of

Bonds, each date designated as a Payment Date in the applicable Supplemental

Indenture.

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PERMITTED ENCUMBRANCES:

"Permitted Encumbrances" shall mean, with respect to any Person:

(a) Liens, if any, granted or established by this Agreement;

(b) Liens for taxes not yet due and payable or which are being

contested in good faith by appropriate proceedings diligently pursued, provided

that such provision for the payment of all such taxes known to such Person has

been made on the books of such Person as may be required by GAAP;

Liens arising in the ordinary course of business and securing obligations of

such Person that are not overdue for a period of more than 120 days or are being

contested in good faith by appropriate proceedings diligently pursued;

(d) Liens arising in connection with worker's compensation,

unemployment insurance, old age pensions and social security benefits which are

not overdue or are being contested in good faith by appropriate proceedings

diligently pursued;

(e) (i) Liens incurred in the ordinary course of business to secure the

performance of statutory obligations arising in connection with progress

payments or advance payments due under contracts with the United States or any

foreign government or any agency thereof entered into in the ordinary course of

business and (ii) Liens incurred or deposits made in the ordinary course of

business to secure the performance of statutory obligations, bids, leases, fee

and expense arrangements with trustees and fiscal agents and other similar

obligations (exclusive of obligations incurred in connection with the borrowing

of money, any lease-purchase arrangements or the payment of the deferred

purchase price of property), provided that full provision for the payment of all

such obligations set forth in clauses (i) and (ii) has been made on the books of

such Person as may be required by GAAP;

(f) Liens existing on the date of execution of this Agreement securing

Indebtedness that is outstanding on the date of execution of this Agreement;

(g) any Lien existing on any asset prior to the acquisition thereof by

the Company or any of its subsidiaries and not created in contemplation of such

acquisition;

(h) any Lien existing on any asset of any Person at the time such

Person becomes a subsidiary of the Company and not created in contemplation of

such event;

(i) any Lien arising out of the refinancing, extension, renewal or

refunding of any Indebtedness secured by any Lien permitted by any of the

foregoing clauses (f), (g) and (h), provided that the amount of such

Indebtedness is not increased and is not secured by any additional assets;

(j) any Lien approved in writing by the holders of 100% of the Bonds;

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(k) any Lien securing the Senior Notes; and

(l) any Lien permitted under the Senior Notes Indenture.

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.

PROJECT:

"Project" shall mean the acquisition, construction and installation of a

hotel with at least 275 rooms, three restaurants and related land-based

improvements in the City of Biloxi, Harrison County, Mississippi.

PROJECT SITE:

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

hereto and incorporated by reference herein 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.

REDEMPTION PRICE:

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

Series 2004 Bonds 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.

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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.

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 the 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 Section 2.02 of 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

pursuant to this Agreement and any amendment or supplements hereto.

STATE:

"State" shall mean the State of Mississippi.

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SUBSIDIARY:

"Subsidiary" shall mean a corporation of which the Company owns, directly

or indirectly, more than 50% of the voting shares of stock.

SUPPLEMENTAL INDENTURE:

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

indenture supplemental to or amendatory of the Indenture as originally executed

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

Indenture.

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 the 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.

ARTICLE I.

REPRESENTATIONS

SECTION 2.01 REPRESENTATIONS OF THE ISSUER. The Issuer makes the

following representations as the basis for the undertakings on the part of the

Company herein contained.

(a) The Issuer is a public corporation of the State and is authorized

pursuant to the provisions of the Act to enter into the transactions

contemplated by this Agreement.

(b) The Issuer has full power and authority to enter into the

transactions contemplated by this Agreement and the Indenture and to carry out

its obligations hereunder and thereunder.

the State material to the performance of its obligations under this Agreement.

(d) The Issuer has been duly authorized to execute and deliver this

Agreement, the Indenture and the assignments of this Agreement and the Series

2004 Note to the Trustee and by proper corporate action has duly authorized the

execution and delivery hereof and thereof and as to the Issuer, this Agreement

and the Indenture are valid and legally binding and enforceable in accordance

with their terms, except to the extent that the enforceability thereof may be

limited (1) by bankruptcy, reorganization, or similar laws limiting the

enforceability of creditors rights generally or (2) by the availability of any

discretionary equitable remedies.

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(e) The loan of the Net Proceeds of the Series 2004 Bonds for the

acquisition, construction, equipping and installation of the Project by the

Company, as provided by this Agreement, will further the purposes of the Act, to

wit: to further the long-term economic development of the State through the

improvements of its tax base and the promotion of employment.

(f) The Company is an eligible business (as defined in the Act) and the

Project constitutes a business enterprise (as defined in the Act).

(g) Under existing statutes and decisions no taxes on income or profits

are imposed on the Issuer.

SECTION 2.02 REPRESENTATIONS OF COMPANY. The Company makes the

following representations as the basis for the undertakings on the part of the

Issuer herein contained:

(a) The Company is a limited liability corporation duly organized under

the laws of the State of Delaware and is in good standing and is duly qualified

to transact business in the State. The Company has the power to execute and

deliver the Series 2004 Note and to enter into this Agreement and by proper

corporate action has duly authorized the execution and delivery of the Series

2004 Note and this Agreement. This Agreement and the Series 2004 Note are valid

and legally binding obligations of the Company and are enforceable against the

Company in accordance with their respective terms, except to the extent that the

enforceability thereof may be limited (1) by bankruptcy, reorganization, or

similar laws limiting the enforceability of creditors rights generally or (2) by

the availability of any discretionary equitable remedies;

(b) The Company is not in violation of any provision of its articles of

incorporation, its bylaws or any laws in any manner material to its ability to

perform its obligations under this Agreement or the Series 2004 Note and has

power to enter into this Agreement and the Series 2004 Note;

will be located on the Project Site described in Exhibit A attached hereto;

(d) Neither the execution and delivery of this Agreement or the Series

2004 Note, the consummation of the transactions contemplated hereby or thereby,

nor the fulfillment of or compliance with the terms and conditions of this

Agreement or the Series 2004 Note, conflicts with or results in a breach of the

terms, conditions or provisions of any material corporate restriction or

agreement or instrument to which the Company is now a party or by which it, or

any of its property, is bound, or constitutes a default under any of the

foregoing, or results in the creation or imposition of any impermissible Lien

upon any of the property or assets of the Company under the terms of any such

instrument or agreement;

(e) There are no pending or, to the knowledge of the Company,

threatened, actions or proceedings before any court or administrative agency

which are likely in any case or in the aggregate to materially adversely affect

the financial condition or business or operations of the

<Page>

Company, nor is the Company aware of any facts or circumstances that would give

rise to any such actions or proceedings;

(f) All information furnished by the Company to the Issuer for the

purpose of approving the financing of the Project through the issuance and sale

of the Series 2004 Bonds including, but not limited to, its application for

financing is true, accurate and complete in all material respects as of the date

hereof and thereof.

ARTICLE II.

COMPLETION OF PROJECT; ISSUANCE OF THE BONDS

SECTION 3.01 COMPLETION OF PROJECT; BEST EFFORTS. The Company will use

all commercially reasonable efforts to install the Project or timely cause the

Project to be acquired and installed and, as herein provided, will use all

commercially reasonable efforts to cause the acquisition, construction,

equipping and installation thereof to be completed with all reasonable dispatch,

but if for any reason such acquisition, construction, equipping and installation

shall not be completed there shall be no resulting diminution in or postponement

of the loan payments required in Section 4.02 hereof to be paid by the Company.

Anything in this Agreement notwithstanding, the Issuer shall not be

obligated to complete the acquisition, construction, equipping and installation

of the Project upon prepayment or acceleration of the payment of the unpaid

portion of the loan payments due pursuant to this Agreement and the making of

all payments in the amount required by, and in accordance with the terms of,

this Agreement.

In order to effectuate the purposes of this Agreement, the Company will

make, execute, acknowledge and deliver, or cause to be made, executed,

acknowledged and delivered, all contracts, orders, receipts, writings and

instructions, in the name of the Company or otherwise, with or to other persons,

firms or corporations, and in general do or cause to be done all such other

things as may be requisite or proper for the acquisition, construction,

equipping and installation of the Project and fulfillment of the obligations of

the Company under this Agreement.

The Company will maintain such records in connection with the cost of the

acquisition, construction, equipping and installation of the Project as to

permit ready identification thereof.

The Company hereby grants to the Issuer the right, privilege and authority

to take all action and to do all other things necessary to effectuate the

purposes of this Agreement.

SECTION 3.02 ISSUANCE OF BONDS. In order to provide funds for payment

of the Cost of the Project, the Issuer, concurrent with or as soon as

practicable after the execution of this Agreement, and subject to the provisions

of Section 3.02 of the Indenture, will sell, issue and deliver to the Purchaser

the Series 2004 Bonds in accordance with the provisions of the Bond Purchase

Contract and deposit the proceeds thereof as and when the same are received,

with the Trustee, as follows: (a) in the Bond Fund, a sum equal to the accrued

interest, if any, payable to

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the Purchaser of the Series 2004 Bonds and (b) in the Construction Fund, the

balance of the proceeds to be received from said sale.

Pursuant to the provisions of Section 2.05 of the Indenture, upon written

request from the Company to the Issuer to issue Additional Bonds to complete

payment of the Cost of the Project, the Issuer shall use its best efforts to

issue such Bonds in one or more Series for such purpose in accordance with the

provisions of the Indenture and the Act; provided, however, that the failure of

the Issuer to issue Additional Bonds shall not release the Company from any of

the provisions of this Agreement, regardless of the reason for such failure.

SECTION 3.03 REQUISITION FOR CONSTRUCTION FUNDS. The Trustee shall make

payments from the Trustee Disbursement Account in the Construction Fund and the

Company shall make payments from the Company Direct Disbursement Account in the

Construction Fund, in each event, to pay the Cost of the Project in accordance

with the provisions of this Section 3.03. The Company may not reimburse itself

or an Affiliate for amounts previously paid by the Company or an Affiliate for

Costs of the Project from the Company Direct Disbursement Account. Such

reimbursements must be paid by the Trustee from the Trustee Disbursement

Account.

(a) Payments from the Trustee Disbursement Account.

(1) The Trustee shall make payments from the Trustee

Disbursement Account in the Construction Fund to pay the Costs of the Project

upon receipt by the Trustee of original executed requisitions (upon which both

the Trustee and the Issuer may conclusively rely and shall be protected in

relying) signed by an Authorized Company Representative, stating with respect to

each payment to be made: (i) the requisition number, (ii) the name and address

of the person to whom payment is due or, in the event such payment is to

reimburse the Company for expenses previously paid by the Company, the name and

the address of the person to whom payment previously has been made, (iii) the

amount to be paid, (iv) that there has been no Event of Default (as defined in

the Loan Agreement) by the Company under the Loan Agreement, and (v) that each

obligation, item of cost or expense mentioned therein has been properly

incurred, is a proper charge against the Construction Fund and has not been the

basis of any previous disbursement. The requisition shall be substantially in

the form of Exhibit D attached hereto.

(2) Each requisition shall be accompanied by copies of

invoices (evidencing payment, if such requisition is for reimbursement to the

Company for amounts previously paid by the Company) or other documentation

supporting the payment of Costs of the Project.

(b) Payments from the Company Direct Disbursement Account.

(1) The Company shall draw on moneys in the Company Direct

Disbursement Account in the Construction Fund by check signed by an Authorized

Company Representative payable only to a vendor or contractor providing services

or materials constituting a Cost of the Project.

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(2) Not later than the 10th calendar day of each month, the

Company will provide the Trustee with executed requisitions relating to each

check which the Company had drawn on the Company Direct Disbursement Account in

the Construction Fund pursuant to Section 3.03(b)(1) during the preceding month,

in the same form as set forth in Section 3.03(a)(1), together with appropriate

attachments as set forth in Section 3.03(a)(2).

(3) The Trustee shall have no express or implied liability for the

Company's compliance with the requirements pertaining to the draws made from the

Company D

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