COMMERCIAL SALES AND SECURITY AGREEMENT

Exhibit 2.1

COMMERCIAL SALES AND SECURITY AGREEMENT

This Agreement is made and entered into by and between IGT, 9295 Prototype Drive, Reno, Nevada 89521 (hereinafter “IGT”), and the Premier Entertainment Biloxi LLC, d/b/a Hard Rock Hotel and Casino Biloxi, 111 Lameuse Street, Suite 104, Biloxi, MS 39530 (hereinafter “Buyer”), for the purchase and sale of certain gaming devices and related equipment in the amounts more fully described in Exhibit A, consisting of the following documents, attached hereto and incorporated herein by this reference:

The parties acknowledge and agree that this agreement is solely for commercial or business purposes.

Subject to IGT’s consent, additional equipment may be purchased from time to time under this Agreement, same of which shall be referenced in an instrument entitled “Addendum to Commercial Sales and Security Agreement” in form and content described in Exhibit B attached hereto, it being the intention of Buyer to grant IGT an ongoing purchase money security interest as such additional equipment is purchased until all outstanding sums are paid in full. Buyer further agrees to execute such additional instruments as are necessary to perfect a security interest in any such additional equipment purchased hereunder.

Notwithstanding any other provision in this Agreement, this Agreement and all of the terms, conditions, and obligations of this Agreement are contingent upon the State of Mississippi and any other necessary governmental authority, approving and implementing the approval for the property and for IGT to sell and ship the property and for the Buyer to possess and use the property.

A.             Gaming Devices and Related Equipment and Supplies.

1.              IGT hereby sells and Buyer hereby purchases the gaming devices and related equipment and supplies listed in Exhibit A (sometimes hereinafter “equipment”) for the prices and under the terms specified therein. Buyer promises to pay IGT said purchase price, with interest on any unpaid principal balance from the date of delivery of the equipment, until paid in full, at an annual rate, determined on the basis of the “high Wall Street Journal prime lending rate” as defined in the money rates section of the Wall Street Journal (Prime Rate). Principal and interest shall be payable by Buyer at IGT, 9295 Prototype Drive, Reno, Nevada 89521, or such other place as IGT. may designate. Payment shall be based on a 60-month amortization payable in thirty-six (36) monthly installments of principal and accrued interest with a balloon payment on the 37 ^th month of

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the outstanding remaining principal and any accrued interest. The first payment shall be due thirty (30) days from the date of Go-Live or no later than 90 days from the date of delivery.

Within ten (10) days after each change in said Prime Rate, IGT shall provide notice to Buyer advising Buyer of the amount of the interest rate adjustment, the amount of the unpaid principal balance, and the amount of the next monthly payment. Buyer may prepay the outstanding principal balance at any time without penalty.

2.              In addition to the payments referred to above, Buyer agrees that it will pay IGT a late charge of five percent (5%) of the amount past due, per month, for any payment not received in full by IGT on its due date.

3.              IGT shall retain title to and ownership of the equipment until the entire contract balance has been paid in full and all covenants and agreements herein have been performed. If for any reason, title is ever deemed vested in Buyer before all payments are received in full, and to protect IGT in that event, to the extent allowed by law, Buyer hereby grants IGT a purchase money security interest and IGT hereby retains a purchase money security interest in the equipment. Buyer further agrees to provide information and execute any and all documents necessary to file and perfect and keep current that interest. For that purpose, this agreement is a security agreement and Buyer hereby agrees that IGT’s interest is the first lien against the equipment. Buyer also agrees to inform any of its other creditors of said agreement, title, and ownership of the equipment and this security agreement in the event that any such creditor might consider the equipment as additional security for any other loan or agreement.

The Buyer agrees to promptly execute and deliver all further instruments and documents, and take all further action that may be necessary, or that the IGT may reasonably request, to perfect and protect the security interest granted or purported to be granted hereby or to enable IGT to exercise and enforce its rights and remedies hereunder with respect to any equipment (but any failure to request or assure that the Buyer execute and deliver such instrument or documents or to take such action shall not affect or impair the validity, sufficiency or enforceability of this Agreement and the security interest, regardless of whether any such item was or was not executed and delivered or action taken in a similar context or on a prior occasion).

The Buyer hereby authorizes IGT to file one or more financing statements or continuation statements in respect thereof, and amendments thereto, relating to all or any part of the equipment without the signature of the Buyer where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the equipment or any part thereof shall be sufficient as a financing statement where permitted by law. If a signature is required by law, then the Buyer appoints IGT as the Buyer’s attorney-in-fact to execute any such financing statements.

4.              The equipment which is the subject of this agreement shall at all times remain personal property and shall not be considered as fixtures or trade fixtures, notwithstanding that any such personal property may become attached to or permanently rest upon real property.

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5.              Buyer shall not make any alterations or improvements to the equipment without the prior written consent of IGT, except for the usual and customary slot monitoring or slot computer data system.  Except for slot monitoring or slot computer data system, any such addition or improvement and any and all replacement parts and accessories will immediately become the property of IGT and subject to the terms of this agreement. Buyer also agrees to take no action that would cause any liens or encumbrances of any nature, including judgments and material men’s or mechanic’s liens, to be attached to the equipment. Buyer shall indemnify, save, and hold harmless IGT from all liens or lien claims imposed upon such personal property resulting from activities of Buyer and Buyer shall further indemnify, save, and hold harmless IGT from all loss, cost, damage, or expense arising out of such liens or claims imposed on the equipment.

6.              Buyer shall provide for any and all registration and licensing of the property and shall comply with all gaming laws, compacts, ordinances, rules, and regulations. Buyer shall immediately submit this Agreement for any and all nec