CASH COLLATERAL AND DISBURSEMENT AGREEMENT

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Exhibit 4.3

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Among

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as Disbursement Agent,

U.S. BANK NATIONAL ASSOCIATION,

a national banking association, as Trustee,

PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,

a California corporation

PREMIER ENTERTAINMENT BILOXI LLC,

a Delaware limited liability company

and

PREMIER FINANCE BILOXI CORP.,

a Delaware corporation

dated as of

January 23, 2004

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TABLE OF CONTENTS

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PAGE

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

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

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

2. APPOINTMENT OF DISBURSEMENT AGENT; ESTABLISHMENT OF SECURITIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. CERTAIN RESPONSIBILITIES OF DISBURSEMENT AGENT AND INDEPENDENT

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

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

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

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

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

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

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

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

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

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

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

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

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

4.6 DISBURSEMENT OF FUNDS IN CONSTRUCTION PERIOD ACCOUNTS FOLLOWING

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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TABLE OF EXHIBITS

EXHIBIT

A Initial Disbursements Certificate

B-1 Form of Issuer's Closing Certification

B-2 Form of Trustee's Closing Certification

C-1 Construction Disbursement Request

C-2 Pre-Opening Disbursement Request

C-3 Form of Advance Construction Disbursement Request Certificate

C-4 Form of Interest Reserve Account Disbursement Certificate

C-5 Form of Interest Reserve Excess Transfer Certificate

C-6 Form of Tidelands Lease Certificate

D-1 Form of Available Construction Funds Certificate

D-2 Form of Project Cost Schedule Certificate

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

E Form of Project Budget Amendment Certificate

F Construction Contract Amendment Certificate

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

Certificate

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

Initial Operating Date Disbursement Request Certificate

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

G-4 Form of Tidelands Lease Disbursement Certificate

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

Contract (Contracts Over $1,000,000)

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

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

iii

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TABLE OF EXHIBITS

EXHIBIT

I Initial Project Budget

J Form of Final Plans Amendment Certificate

K Form of Additional Construction Contract Certificate

L Permitted Encumbrances

M-1 Form of Interim Lien Affidavit (Owner)

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

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

M-4 Form of Final Lien Affidavit (Owner)

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

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

N-1 Form of Commitment to Issue Update Endorsement

N-2 Form of Separate Tax Lot Endorsement

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CASH COLLATERAL AND DISBURSEMENT AGREEMENT

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

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

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

banking association, as disbursement agent, securities intermediary and

depositary bank (together with any successor disbursement agent permitted

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

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

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

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

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

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

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

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

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

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

RECITALS

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

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

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

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

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

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

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

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

pursuant to the Indenture to finance Project Costs.

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

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

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

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

Investment Agreement (as defined herein).

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

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

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

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

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

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

default and the application of proceeds upon enforcement.

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

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

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

Financing pursuant to which Premier will obtain certain loans to finance

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

particularly described in the Indenture.

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

acquiring, constructing and installing certain land-based improvements and

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

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

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

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

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

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

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

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

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

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

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

of equity shall be irrevocably and unconditionally contributed to Premier and

deposited into the Construction Disbursement Account.

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

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

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

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

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

used to pay Project Costs.

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

contemporaneously with the execution of this Agreement into the Interest Reserve

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

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

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

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

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

Payment Account will be established contemporaneously with the execution of this

Agreement to facilitate the Bond Financing. Assets maintained in the

Construction Disbursement Account and the Tidelands Lease Account and the

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

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

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

this Agreement.

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

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

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

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

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

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

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

the Tidelands Lease.

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AGREEMENT

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

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

follows:

1. DEFINITIONS.

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

the meanings herein specified:

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

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

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

issuance of additional First Mortgage Notes pursuant to this Agreement.

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

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

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

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

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

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

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

Additional Pre-Operating Revenue shall also include without duplication:

(x) Anticipated Investment Income; and

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

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

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

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

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

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

which has not yet been expended.

"ADVANCE CONSTRUCTION DISBURSEMENT" means a disbursement from the

Construction Disbursement Account pursuant to SECTION 4.3.

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

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

attached hereto.

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

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

amount of investment income which the Issuer reasonably determines will accrue

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

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

investments in each such account permitted under the Indenture and the

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

Project Costs.

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"APPLICABLE PERMITS" means national, state and local license

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

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

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

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

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

Facility. Without limiting the foregoing, Applicable Permits also include

Construction Period permits for temporary construction utilities and temporary

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

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

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

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

mechanical, electrical, plumbing or similar codes.

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

notice from the Issuer to the Disbursement Agent.

"ARCHITECTURAL SERVICES AGREEMENT" means that certain Owner-Architect

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

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

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

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

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

outstanding with respect to all Advance Construction Disbursements submitted

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

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

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

finally settled with the applicable Contractor.

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

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

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

additional amounts then on deposit in the Construction Disbursement Account

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

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

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

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

Construction Disbursement Account.

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

state law for the relief of debtors.

"BARGE CONSTRUCTION CONTRACT" means that certain construction contract

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

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

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

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

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

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

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

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

by the Bond Trustee and the Mississippi Business Finance Corporation

substantially in the form of Exhibit H to the Indenture.

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

into by Premier and the Mississippi Business Finance Corporation substantially

in the form of Exhibit I to the Indenture.

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

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

substantially in the form of Exhibit J to the Indenture.

"BOND REQUISITION" shall mean the requisition substantially in the

form attached as Exhibit D to the Bond Loan Agreement.

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

in the Bond Indenture.

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

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

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

Agent.

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

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

"COLLATERAL" means all of the following:

(a) the Securities Accounts;

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

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

to the Securities Accounts;

(d) the PFC Payment Account;

(e) the Bonds;

(f) any other collateral under any of the Collateral

Documents; and

(g) all proceeds of any of the foregoing;

"COLLATERAL DOCUMENTS" has the meaning ascribed thereto in the

Indenture.

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

Direct Disbursement Account" established under SECTION 5.01 of the Bond

Indenture at a bank reasonably acceptable to the Disbursement Agent.

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"CONSTRUCTION CONTRACT AMENDMENT" means any material amendment or

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

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

Construction Contract).

"CONSTRUCTION CONTRACTS" means the direct contracts between Premier

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

Contract and the Architectural Services Agreement.

"CONSTRUCTION DISBURSEMENT REQUEST DATE" shall mean each date the

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

Construction Disbursement Request.

"CONSTRUCTION EXPENSES" means Project Costs incurred in accordance

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

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

"CONSTRUCTION PERIOD" means the period from the Issuance Date

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

are disbursed pursuant to SECTION 4.7.

"CONSTRUCTION SCHEDULE" means a schedule describing the sequencing of

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

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

Date will occur on or before the Operating Deadline.

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

equipment or services in connection with the construction of the Facility

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

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

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

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

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

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

incurred in accordance with the terms of the Indenture.

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

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

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

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

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

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

Beneficiary.

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

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

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

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

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

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

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

the Interest Reserve Account to pay Debt Financing

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

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

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

Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the terms of the applicable Construction Contract.

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

specified events:

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

under the Indenture; and

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

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

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

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

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

Indenture.

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

installed in the Facility.

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

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

of the Trustee in accordance SECTION 4.09 of the Indenture.

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

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

improvement that constitutes a portion of the Facility:

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

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

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

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

such work or improvement to the extent such Plans:

(i) have received all approvals from all

governmental authorities required to approve such Plans that are necessary to

commence construction of such work or improvements, if any;

(ii) contain sufficient specificity to permit the

completion of such work or improvement;

(iii) are consistent with constructing the Facility to

include the Minimum Facilities;

(iv) have been signed by an architect licensed to

practice architecture in the State of Mississippi;

(v) call for construction of the Facility in a

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

Operating Deadline;

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

accordance with the terms hereof.

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

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

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

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

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

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

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

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

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

hereto.

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

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

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

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

pursuant to the Indenture or the Collateral Documents.

"GENERAL CONTRACTOR" means Roy Anderson Corp, a Mississippi

corporation.

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

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

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

of January 22, 2004.

"GOVERNMENT SECURITIES" has the meaning ascribed thereto in the

Indenture.

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

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

law.

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

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

Facility or other amounts payable pursuant to a Construction Contract,

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

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

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

amended, modified or supplemented from time to time).

"INDEPENDENT CONSTRUCTION CONSULTANT" means Professional Associates

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

by the Trustee.

"INDEPENDENT CONSTRUCTION CONSULTANT'S ENGAGEMENT AGREEMENT" means

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

Independent Construction Consultant and the Issuer.

"INITIAL DISBURSEMENTS CERTIFICATE" means the Officer's Certificate

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

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

Indenture.

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

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

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

and Expenses).

"INTERCREDITOR AGREEMENT" has the meaning ascribed thereto in the

Indenture.

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

Indenture.

"ISSUANCE DATE" means the date of the Indenture.

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

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

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

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

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

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

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

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

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

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

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

Disbursement Agent.

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

subordinated unsecured note evidencing the unsecured subordinated loans made by

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

<Page>

"JUNIOR SUBORDINATED NOTE INVESTMENT AGREEMENT" means that certain

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

and Rank.

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

Architect, the General Contractor or the Independent Construction Consultant,

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

such Person.

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

"MATERIAL CONSTRUCTION CONTRACT" means each Construction Contract

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

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

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

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

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

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

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

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

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

vehicles.

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

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

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

Notes.

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

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

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

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

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

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

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

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

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

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

or the principal accounting officer of PFC.

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

"OPERATING PERIOD" means the period commencing on the Initial

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

this Agreement under SECTION 8.

"OPERATING DEADLINE" means December 31, 2005.

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

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

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

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

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

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

Proceeds that is transferred into the Construction Disbursement Account pursuant

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

<Page>

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

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

Issuance Fees and Expenses.

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

Permitted Land-Based Project Costs).

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

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

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

not constitute a Permitted Encumbrance.

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

Punchlist Items with an aggregate Punchlist Completion Amount (as reasonably

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

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

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

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

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

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

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

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

proceeds of the Bonds pursuant to the Bond Financing Documents.

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

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

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

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

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

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

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

labor and materials necessary for the construction thereof.

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

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

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

supplemented from time to time).

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

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

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

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

the Initial Disbursements Certificate.

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

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

on EXHIBIT 4 to the Issuer's Closing Certification.

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

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

directly related to the construction

<Page>

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

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

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

$804,039 of Pre-Issuance Expenses).

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

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

Agreement.

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

attached as SCHEDULE 1 to EXHIBIT D-2 hereto.

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

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

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

Pre-Opening Expenses.

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

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

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

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

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

Construction Consultant with respect to each Disbursement from and after the

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

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

"PUNCHLIST ITEMS" means minor or insubstantial details of construction

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

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

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

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

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

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

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

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

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

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

Department, the Mississippi Department of Transportation or the Harrison County

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

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

the Harrison County Building Department to issue a permanent certificate of

occupancy for the Facility.

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

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

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

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

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

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

delivered an executed Project Budget Amendment Certificate (together with all

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

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

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

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

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

item are not subject to any allowances under the GMP

<Page>

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

improvements as evidenced by a Final Plans Amendment Certificate delivered in

accordance with SECTION 5.6.

"REGISTRATION RIGHTS AGREEMENT" has the meaning ascribed thereto in

the Indenture.

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

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

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

"REMAINING COSTS" means, at any given time, the amount of Construction

Expenses (including Retainage Amounts) and Pre-Opening Expenses set forth in the

Project Budget that remain unpaid at such time (including amounts that have not

yet accrued at such time).

"RETAINAGE AMOUNTS" means, at any given time, amounts that have

accrued and are owing under the terms of a Construction Contract for work or

services to the Issuer already provided but which at such time (in accordance

with the terms of the Construction Contract) are being withheld from payment to

the Contractor thereunder until certain subsequent events (e.g., completion

benchmarks) have been achieved.

"SECURITIES ACCOUNTS" means the Construction Period Accounts and the

Tidelands Lease Account, each as defined in SECTION 2.2.

"SERIES 2004 NOTE" shall have the meaning assigned to the term "Series

2004 Note" in the Bond Indenture.

"SHIP MORTGAGE" means that certain First Preferred Ship Mortgage dated

as of the date hereof, between Premier and the Trustee.

"SOFT COSTS" means all costs and expenses (other than Hard Costs) set

forth in the Project Budget, including, without limitation, Pre-Opening

Expenses.

"TIDELANDS LEASE" means that certain Public Trust Tidelands Lease

dated as of October 27, 2003 between Premier and the Secretary of State, with

the approval of the Governor, for and on behalf of the State of Mississippi.

"TIDELANDS LEASE REQUIRED PAYMENT AMOUNT" means, as of any time of

calculation, the total amount of money (including rent) that Premier reasonably

anticipates will be due and owing to the State of Mississippi under the

Tidelands Lease during the 60 days immediately following the date of

calculation.

"TIDELANDS LEASE SHORTAGE AMOUNT" means, as of any time of

calculation, the excess of the Tidelands Lease Required Payment Amount over the

balance then on deposit in the Tidelands Lease Account.

"TITLE INSURER" means First American Title Insurance Company.

<Page>

"TOTAL BUDGETED AMOUNT" with respect to any line item in the Project

Budget at any given time means the total amount budgeted for such line item in

the Project Budget at such time.

"TRANSACTION DOCUMENTS" means each of this Agreement, the Indenture,

the First Mortgage Notes, the Registration Rights Agreement, the Junior

Subordinated Note Investment Agreement, the Pledge and Security Agreement, the

Deeds of Trust, each other Collateral Document, the Construction Contracts, the

Bond Financing Documents, the Hard Rock Cafe Lease, the Hard Rock License

Agreement, the Hard Rock Memorabilia Lease, the Hard Rock Retail Store Lease,

the Tidelands Lease, and the City of Biloxi Lease (each as defined in the

Indenture).

"TRUSTEE'S CLOSING CERTIFICATE" means a closing certificate from the

Trustee in the form of EXHIBIT B-2 attached hereto.

"TRUSTEE'S TITLE POLICIES" means: (i) the policy of title insurance

with respect to the real property issued by the Title Insurer as of the Issuance

Date as provided in SECTION 4.25 of the Indenture; and (ii) from and after the

date the Ship Mortgage is required under SECTION 4.24 of the Indenture, the

policy of title insurance with respect to the Ship Mortgage to be issued by the

Title Insurer as provided in SECTION 4.24 of the Indenture.

"UCC" means: (a) with respect to the creation and attachment of any

security interest, the New York UCC and (b) with respect to the perfection, the

effect of perfection or non-perfection and priority of the security interest,

the Uniform Commercial Code of the jurisdiction specified by the mandatory

choice of law rules set forth in the New York UCC.

1.2 INDEX OF ADDITIONAL DEFINED TERMS. In addition, the terms

listed in the left column below shall have the respective meanings assigned to

such terms in the Section of this Agreement listed opposite such terms in the

right column below:

<Table>

DEFINED TERM SECTION

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

<S> <C>

ADDITIONAL CONSTRUCTION CONTRACT CERTIFICATE....................................5.3

ADDITIONAL NOTES......................................................E of Recitals

ADVANCE CONSTRUCTION DISBURSEMENT REQUEST.......................................4.3

AGREEMENT..............................................................Introduction

APPLICABLE COURTS.............................................................13.12

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

BOND FINANCING........................................................F of Recitals

BONDS.................................................................F of Recitals

CONSTRUCTION CONTRACT AMENDMENT CERTIFICATE.....................................5.2

CONSTRUCTION DISBURSEMENT ACCOUNT.............................................2.2.1

CONSTRUCTION DISBURSEMENT REQUEST .........................................4.2.1(a)

CONSTRUCTION PERIOD ACCOUNTS..................................................2.2.1

DISBURSEMENT AGENT.....................................................Introduction

DISBURSEMENT REQUEST..........................................................4.2.1

ENTITLEMENT ORDER...............................................................2.4

EXPECTED INTEREST RESERVE INCOME AMOUNT......................................4.4(b)

</Table>

<Page>

<Table>

<S> <C>

FACILITY..............................................................A of Recitals

FF&E AGENT............................................................D of Recitals

FINANCIAL ASSETS................................................................2.4

FIRST MORTGAGE NOTES..................................................B of Recitals

IDB ACT...............................................................F of Recitals

INDENTURE.............................................................A of Recitals

INDEPENDENT CONSTRUCTION CONSULTANT....................................Introduction

INITIAL DISBURSEMENTS...........................................................4.1

INITIAL DISBURSEMENTS CERTIFICATE ..............................................4.1

INITIAL INTEREST RESERVE ACCOUNT TARGET......................................4.4(b)

INTEREST RESERVE ACCOUNT......................................................2.2.1

INTEREST RESERVE INCOME REQUIREMENT..........................................4.4(b)

ISSUER.................................................................Introduction

ISSUER'S PAYMENT ACCOUNT......................................................2.2.2

ISSUER'S PAYMENT ACCOUNT ORDER..................................................2.5

LOSS PROCEEDS..................................................................5.10

MATERIAL CONSTRUCTION CONTRACT AMENDMENT........................................5.2

MBFC..................................................................F of Recitals

OBLIGATIONS.....................................................................2.3

OUTSTANDING RELEASES............................................................4.3

PFC....................................................................Introduction

PFC PAYMENT ACCOUNT...........................................................2.2.4

PFC PAYMENT ACCOUNT ORDER.......................................................2.6

PRE-OPENING DISBURSEMENT REQUEST..............................................4.2.1

PREMIER................................................................Introduction

PROCEEDS..............................................................H of Recitals

PROJECT BUDGET AMENDMENT CERTIFICATE..........................................5.1.3

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

RANK..................................................................C of Recitals

RESERVED AMOUNT.................................................................4.6

SITE..................................................................B of Recitals

SECURITY ENTITLEMENTS ..........................................................2.4

TIDELANDS LEASE ACCOUNT.......................................................2.2.3

TIDELANDS LEASE CERTIFICATE..................................................6.1(a)

TRUSTEE................................................................Introduction

UNINCORPORATED MATERIALS...................................................4.2.2(e)

UPDATE ENDORSEMENT.........................................................4.2.2(d)

</Table>

2. APPOINTMENT OF DISBURSEMENT AGENT; ESTABLISHMENT OF SECURITIES ACCOUNTS;

RELATED PROVISIONS.

2.1 APPOINTMENT OF THE DISBURSEMENT AGENT. The Disbursement Agent

is hereby appointed by the Issuer and the Trustee as disbursement agent

hereunder, and the Disbursement Agent hereby agrees to act as such and to accept

all cash, payments, other amounts and Cash Equivalents to be delivered to or

held by the Disbursement Agent pursuant to the terms of this Agreement. The

Disbursement Agent shall hold and safeguard the Securities Accounts , the

Issuer's Payment Account and the PFC Payment Account (and the cash, instruments

and

<Page>

securities on deposit therein) during the term of this Agreement and shall

treat the Securities Accounts, the Issuer's Payment Account, and the PFC Payment

Account and the cash, instruments, and securities in the Securities Account, the

Issuer's Payment Account and the PFC Payment Account, as funds, instruments and

securities pledged by Premier to the Trustee for the ratable benefit of the

Noteholders to be held in accordance with the provisions hereof.

2.2 ESTABLISHMENT OF ACCOUNTS.

2.2.1 ESTABLISHMENT OF CONSTRUCTION PERIOD ACCOUNTS. The

Disbursement Agent hereby establishes at its offices located at 60 Livingston

Avenue, St. Paul, MN 55107-2292, the following accounts, each of which shall be

maintained as special, segregated securities account at all times until such

accounts are closed as set forth in SECTION 4.7, unless earlier termination is

otherwise provided for herein:

<Table>

ACCOUNT: ACCOUNT NUMBER:

<S> <C>

Construction Disbursement Account 744829001

Interest Reserve Account 744829002

</Table>

The terms set forth in the left column above, as used in this Agreement, shall

be deemed to refer to the accounts having the account numbers listed in the

right column above or any substitute account selected in accordance with the

terms of this Agreement. The Construction Disbursement Account and the Interest

Reserve Account are sometimes referred to collectively herein as the

"CONSTRUCTION PERIOD ACCOUNTS."

2.2.2 ESTABLISHMENT OF ISSUER'S PAYMENT ACCOUNT. The

Disbursement Agent hereby establishes at its offices located at 60 Livingston

Avenue, St. Paul, MN 55107-2292, the following special, segregated and

irrevocable collateral account for deposits and checking which shall be

maintained at all times until the termination of this Agreement, unless earlier

termination is otherwise provided for herein:

<Table>

ACCOUNT: ACCOUNT NUMBER:

<S> <C>

Issuer's Payment Account 744829003

</Table>

The term set forth in the left column above, as used in this Agreement, shall be

deemed to refer to the account having the account number listed in the right

column above or any substitute account selected in accordance with the terms of

this Agreement.

2.2.3 ESTABLISHMENT OF TIDELAND'S LEASE ACCOUNT. The

Disbursement Agent hereby establishes at its offices located at 60 Livingston

Avenue, St. Paul, MN 55107-2292, the following special, segregated and

irrevocable securities account which shall be maintained at all times until the

termination of this Agreement, unless earlier termination is otherwise provided

for herein:

<Table>

ACCOUNT: ACCOUNT NUMBER:

<S> <C>

Tidelands Lease Account 744829005

</Table>

<Page>

The term set forth in the left column above, as used in this Agreement, shall be

deemed to refer to the account having the account number listed in the right

column above or any substitute account selected in accordance with the terms of

this Agreement.

2.2.4 ESTABLISHMENT OF PFC PAYMENT ACCOUNT. The Disbursement

Agent hereby establishes at its offices located at 60 Livingston Avenue, St.

Paul, MN 55107-2292, the following special, segregated and irrevocable

collateral account for deposits and checking with PFC as the account holder,

which shall be maintained at all times until the termination of this Agreement,

unless earlier termination is otherwise provided for herein:

<Table>

ACCOUNT: ACCOUNT NUMBER:

<S> <C>

PFC Payment Account 744829004

</Table>

The term set forth in the left column above, as used in this Agreement, shall be

deemed to refer to the account having the account number listed in the right

column above or any substitute account selected in accordance with the terms of

this Agreement.

2.3 ACKNOWLEDGEMENT OF SECURITY INTEREST; CONTROL. Pursuant to the

Pledge and Security Agreement, in order to secure the payment and performance of

all covenants, agreements and payment and other obligations of the Issuer under

the Indenture and the Collateral Documents (the "OBLIGATIONS"), the Issuer has

pledged to and created in favor of the Trustee a security interest in and to,

the Securities Accounts, the Issuer's Payment Account, the PFC Payment Account,

all cash, Cash Equivalents, instruments, investments, securities entitlements

and other securities at any time on deposit in the Securities Accounts, the

Issuer's Payment Account, and the PFC Payment Account, and all proceeds of any

of the foregoing. All moneys, Cash Equivalents, instruments, investments and

securities at any time on deposit in any of the Securities Accounts, the

Issuer's Payment Account, or the PFC Payment Account shall constitute collateral

security for the payment and performance by the Issuer of its obligations and

shall at all times be subject to the control of the Trustee, and shall be held

in the custody of the Disbursement Agent in trust for the purposes of, and on

the terms set forth in, this Agreement.

2.4 CONTROL OF SECURITIES ACCOUNTS. The Disbursement Agent hereby

agrees and confirms that it has established the Securities Accounts as set forth

and defined in this Agreement. The Disbursement Agent and the Issuer agree that

(a) the Disbursement Agent is acting as a "securities intermediary" (within the

meaning of SECTION 8-102(14) of the UCC) with respect to the Securities Accounts

and the "financial assets" (within the meaning of SECTION 8-102(a)(9) of the

UCC, the "FINANCIAL ASSETS") credited to the Securities Accounts; (b) each such

Securities Account established by the Disbursement Agent is and will be

maintained as a "securities account" (within the meaning of SECTION 8-501 of the

UCC); (c) the Issuer is an "entitlement holder" (within the meaning of SECTION

8-102(a)(7) of the UCC) in respect of the Financial Assets credited to such

Securities Accounts and with respect to such Securities Accounts and the

Disbursement Agent shall so note in its records pertaining to such Financial

Assets and Securities Accounts; and (d) all Financial Assets in registered form

or payable to or to the order of and credited to any such Securities Account

shall be registered in the name of,

<Page>

payable to or to the order of, or specially endorsed to, the Disbursement Agent,

or in blank, or credited to another securities account maintained in the name of

the Disbursement Agent, as applicable, and in no case will any Financial Asset

credited to any such Securities Account be registered in the name of, payable to

or to the order of, or endorsed to, the Issuer except to the extent the

foregoing have been subsequently endorsed by the Issuer to the Disbursement

Agent or in blank. Each item of property (including a security, security

entitlement, investment property, instrument or obligation, share,

participation, interest or other property whatsoever) credited to any Securities

Account shall be treated as a Financial Asset. Until this Agreement terminates

in accordance with the terms hereof, the Trustee shall have "control" (within

the meaning of SECTION 8-106(d)(2) of the UCC) of the Issuer's "security

entitlements" (within the meaning of SECTION 8-102(a)(17) of the UCC, "SECURITY

ENTITLEMENTS") with respect to the Securities Accounts and the Financial Assets

credited to the Securities Accounts. All property delivered to the Disbursement

Agent by or on behalf of the Issuer pursuant to this Agreement will be promptly

credited to the Securities Accounts and shall be treated as Financial Assets. If

at any time the Disbursement Agent shall receive from the Trustee any

"entitlement order" (within the meaning of SECTION 8-102(8) of the UCC, an

"ENTITLEMENT ORDER") relating to the Securities Accounts or Financial Assets

credited to the Securities Accounts, the Disbursement Agent shall comply with

such Entitlement Order without further consent by the Issuer or any other

Person. In the event that the Disbursement Agent receives conflicting

Entitlement Orders relating to the Securities Accounts or Financial Assets

credited to the Securities Accounts from the Trustee and any other Person

(including, without limitation, the Issuer), the Disbursement Agent shall comply

with the Entitlement Orders originated by the Trustee. Each of the Issuer and

the Disbursement Agent agrees that it has not and will not execute and deliver,

or otherwise become bound by, any agreement under which it agrees with any

Person other than the Trustee (and, to the extent provided herein, the Issuer)

to comply with Entitlement Orders originated by such Person relating to the

Securities Accounts or Financial Assets credited to the Securities Accounts.

Except for the claims and interests of the Trustee and the Issuer in the

Securities Accounts and the Financial Assets credited to the Securities

Accounts, neither the Disbursement Agent nor the Issuer has Knowledge of any

claim to, or interest in, any Securities Account or Financial Assets credited to

the Securities Accounts. If the Disbursement Agent or the Issuer obtains

Knowledge that any Person has asserted a lien, encumbrance or adverse claim

against any of the Securities Accounts or Financial Assets credited to the

Securities Accounts, such party will promptly notify the Trustee thereof. In the

event that the Disbursement Agent has or subsequently obtains by agreement,

operation of law or otherwise a lien or security interest in any Securities

Account, any Security Entitlement carried therein or credited thereto or any

Financial Asset that is the subject of any such Security Entitlement, the

Disbursement Agent agrees that such lien or security interest shall be

subordinate to the lien and security interest of the Trustee. The Financial

Assets standing to the credit of the Securities Accounts will not be subject to

deduction, set-off, banker's lien or any other right, and the Disbursement Agent

shall not grant, permit or consent to any other right or interest in such

Financial Assets, in favor of any Person (including the Disbursement Agent)

other than the Trustee. Regardless of any provision in any other agreement, for

purposes of the UCC, the State of New York shall be deemed to be the

Disbursement Agent's jurisdiction (within the meaning of SECTION 8-110 of the

UCC). The Securities Accounts shall be governed by the laws of the State of New

York except as specified in SECTION 13.12.

2.5 CONTROL OF ISSUER'S PAYMENT ACCOUNT. The Disbursement Agent

hereby agrees and confirms that it has established the Issuer's Payment Account

as set forth and defined

<Page>

in this Agreement. For so long as this Agreement remains in effect, the

Disbursement Agent waives its rights of chargeback, setoff (including such right

of setoff as set forth in SECTION 9-340 of the UCC) and/or banker's lien against

the Issuer's Payment Account. Until this Agreement terminates in accordance with

the terms hereof, the Trustee shall have "control" (within the meaning of

SECTION 9-104 of the UCC) of the Issuer's Payment Account. If at any time the

Disbursement Agent shall receive from the Trustee any instruction directing

disposition of any funds in the Issuer's Payment Account (a "ISSUER'S PAYMENT

ACCOUNT ORDER"), the Disbursement Agent shall comply with such Issuer's Payment

Account Order without further consent by the Issuer or any other Person. In the

event that the Disbursement Agent receives conflicting Issuer's Payment Account

Orders relating to the Issuer's Payment Account, the Disbursement Agent shall

comply with the Issuer's Payment Account Orders originated by the Trustee. Each

of the Issuer and the Disbursement Agent agrees that it has not and will not

execute and deliver, or otherwise become bound by, any agreement under which it

agrees with any Person other than the Trustee to comply with Issuer's Payment

Account Orders originated by such Person relating to the Issuer's Payment

Account. If the Disbursement Agent or the Issuer obtains Knowledge that any

Person has asserted a lien, encumbrance or adverse claim against the Issuer's

Payment Account, such party will promptly notify the Trustee thereof. In the

event that the Disbursement Agent has or subsequently obtains by agreement,

operation of law or otherwise a lien or security interest in the Issuer's

Payment Account, the Disbursement Agent agrees that such lien or security

interest shall be subordinate to the lien and security interest of the Trustee.

Regardless of any provision in any other agreement, for purposes of the UCC, the

State of New York shall be deemed to be the Disbursement Agent's jurisdiction

(within the meaning of SECTION 9-304 of the UCC). The Issuer's Payment Account

shall be governed by the laws of the State of New York except as specified in

SECTION 13.12.

2.6 CONTROL OF PFC PAYMENT ACCOUNT. The Disbursement Agent hereby

agrees and confirms that it has established the PFC Payment Account as set forth

and defined in this Agreement. For so long as this Agreement remains in effect,

the Disbursement Agent waives its rights of chargeback, setoff (including such

right of setoff as set forth in SECTION 9-340 of the UCC) and/or banker's lien

against the PFC Payment Account. Until this Agreement terminates in accordance

with the terms hereof, the Trustee shall have "control" (within the meaning of

SECTION 9-104 of the UCC) of the PFC Payment Account. If at any time the

Disbursement Agent shall receive from the Trustee any instruction directing

disposition of any funds in the PFC Payment Account (a "PFC PAYMENT ACCOUNT

ORDER"), the Disbursement Agent shall comply with such PFC Payment Account Order

without further consent by PFC or any other Person. In the event that the

Disbursement Agent receives conflicting PFC Payment Account Orders relating to

the PFC Payment Account, the Disbursement Agent shall comply with the PFC

Payment Account Orders originated by the Trustee. Each of PFC and the

Disbursement Agent agrees that it has not and will not execute and deliver, or

otherwise become bound by, any agreement under which it agrees with any Person

other than the Trustee to comply with PFC Payment Account Orders originated by

such Person relating to the PFC Payment Account. If the Disbursement Agent or

PFC obtains Knowledge that any Person has asserted a lien, encumbrance or

adverse claim against the PFC Payment Account, such party will promptly notify

the Trustee thereof. In the event that the Disbursement Agent has or

subsequently obtains by agreement, operation of law or otherwise a lien or

security interest in the PFC Payment Account, the Disbursement Agent agrees that

such lien or security interest shall be subordinate to the lien and security

interest of the Trustee. Regardless of any provision in any other agreement, for

purposes of the UCC, the State of New York shall be deemed to be the

Disbursement Agent's

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jurisdiction (within the meaning of SECTION 9-304 of the UCC). The PFC Payment

Account shall be governed by the laws of the State of New York except as

specified in SECTION 13.12.

2.7 THE ISSUER'S RIGHTS. The Issuer shall not have any rights or

powers with respect to any amounts in the Securities Accounts, the Issuer's

Payment Account, or the PFC Payment Account or any part thereof except (a) as

provided in SECTION 2.8 and (b) the right to have such amounts applied in

accordance with the provisions hereof.

2.8 CASH EQUIVALENTS. Subject to the last sentence of this

SECTION 2.8, the Disbursement Agent shall invest any money held in any

Securities Account other than in the Interest Reserve Account, in such Cash

Equivalents, and in the case of the Interest Reserve Account, in such Government

Securities, in each case, as directed in writing by the Issuer from time to

time. In the event that the Disbursement Agent has not received any such written

directions, the Disbursement Agent shall be under no obligation to invest any

such money. Any income or gain realized as a result of any such investment shall

be held as part of the applicable Securities Account and reinvested as provided

in this Agreement until released in compliance with the terms of this Agreement.

Any income tax payable on account of any such income or gain shall be paid by

the Issuer. The Disbursement Agent shall have no liability for any loss

resulting from any such investment other than solely by reason of its willful

misconduct or gross negligence or bad faith or from failure to exercise such

care in the custody of any such investments as it does for accounts held by

other customers or in the custody of its own investments. Any such investment

may be sold (without regard to maturity date) by the Disbursement Agent as

directed in writing by the Issuer to make any distribution required by this

Agreement. In addition, if an Event of Default exists, the Disbursement Agent

shall liquidate and sell any investment if so directed in writing by the

Trustee, and shall invest any money held in any Securities Account only as

directed by the Trustee. The Issuer shall direct the Disbursement Agent to

invest any money held in the Interest Reserve Account only in such Permitted

Investments, as defined in, and in accordance with, the Indenture, that will

mature approximately on, but not later than, any of the first four Interest

Payment Dates, and with respect to each such Interest Payment Date, that will

mature in such amounts as will be sufficient to pay the interest that is due on

the First Mortgage Notes on such Interest Payment Date.

2.9 REMEDIES. Notwithstanding any other provision of this

Agreement, in addition to the rights provided hereunder and at law or in equity

and to any rights and remedies provided in the Collateral Documents, upon an

Event of Default and for so long as such Event of Default exists, the

Disbursement Agent shall disburse funds from the Securities Accounts only as

directed by the Trustee, and the Trustee may exercise any or all of the

following remedies, successively or concurrently and in such order as the

Trustee elects:

(a) The Trustee may deliver some or all of the notices

contemplated by SECTIONS 2.4, 2.5, 2.6, and 2.8.

(b) Any cash that is Collateral held by the Disbursement

Agent and all cash proceeds received by the Disbursement Agent in respect of any

sale of, collection from, or other realization upon all or any part of the

Collateral shall be applied (after payment of any and all amounts payable to the

Disbursement Agent pursuant to the Collateral Documents) against the Obligations

for the benefit of the Trustee. Any surplus of such cash or cash proceeds held

by the Disbursement Agent and remaining after payment in full of all the

Obligations shall be paid

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over to the Issuer or to whomsoever may be lawfully entitled to receive such

surplus or as a court of competent jurisdiction may direct.

its attorney-in-fact effective upon and during the existence of an Event of

Default with full power of substitution to do any act which the Issuer is

obligated hereby to do, to exercise such rights as the Issuer might exercise

with respect to the Collateral and to execute and file in the Issuer's name any

financing statements and amendments thereto required or advisable to protect the

Trustee's rights or security interest hereunder and under any other Collateral

Documents. Such appointment and power of attorney shall be irrevocable and

coupled with an interest. The Trustee shall exercise all remedies under this

SECTION 2.9 in accordance with the terms of the Indenture.

2.10 WAIVER OF SET-OFF RIGHTS. The Disbursement Agent hereby

acknowledges the Trustee's security interests as set forth above and under any

other Collateral Documents and waives any security interest or other lien in the

Collateral and further waives any right to set-off the Collateral now or in the

future against any indebtedness of the Issuer. The waivers set forth in this

SECTION 2.10 are of rights which may exist now or hereafter in favor of the

Disbursement Agent in its individual capacity, and not of any such rights which

may exist now or hereafter in favor of the Disbursement Agent in its capacity as

Disbursement Agent for the Trustee. Nothing in this SECTION 2.10 shall be

construed as waiving, limiting or diminishing any rights of the Trustee

vis-a-vis the Issuer.

2.11 COOPERATION. The Disbursement Agent is hereby directed to

cooperate with the Trustee in the exercise of its rights in the Collateral

provided for herein. The Trustee may take all necessary action to preserve and

protect the security interests created hereby and by the other Collateral

Documents as a lien and encumbrance upon such Collateral and, upon demand, the

Issuer and the Disbursement Agent will execute and deliver to the Trustee such

instruments and documents as the Trustee may reasonably deem necessary or

advisable to confirm or perfect the rights of the Trustee under this Agreement

and the Trustee's interest in the Collateral.

2.12 FUNDING MECHANICS FOR FF&E COSTS. The parties hereto

acknowledge that funds for the costs of acquisition and installation of the

Additional Funding FF&E will be made available to the Issuer through the FF&E

Financing or through the issuance of Additional Notes. Advances of funds under

the FF&E Financing, if any, will not be made pursuant to this Agreement but,

instead, will be made pursuant to separate agreements entered into between the

Issuer and the providers of FF&E Financing. In order to account for such FF&E

Financing for purposes of tracking the progress and status of the Facility

hereunder, including the amount of Available Construction Funds from time to

time, (i) the Issuer has represented that the Project Budget, Construction

Schedule and Plans include and reflect the work to be performed in connection

with the Additional Funding FF&E, (ii) the Disbursement Requests to be submitted

by the Issuer hereunder require the Issuer to, among other things, certify as to

the Project Costs incurred and work from time to time performed in connection

with the Additional Funding FF&E and the amounts drawn and amounts available to

be drawn under the FF&E Financing, and (iii) the Independent Construction

Consultant will confirm the Issuer's certifications and representations to the

extent set forth in the certificates to be submitted by the Independent

Construction Consultant hereunder from time to time unless the Independent

Construction

<Page>

Consultant has a good faith basis, in its professional judgment, for withholding

its confirmation. Upon request by the Disbursement Agent or the Independent

Construction Consultant, the Issuer shall cause the providers of such FF&E

Financing to confirm the amounts drawn and the amounts available to be drawn

under such FF&E Financing (including interest or fees due and payable

thereunder). The Issuer shall cause the proceeds of any Additional Notes issued

before the Initial Operating Date to be deposited into the Construction

Disbursement Account and such proceeds will be advanced pursuant to this

Agreement.

2.13 FUNDING MECHANICS FOR BOND FINANCING. The parties hereto

acknowledge that funds for the costs of acquisition, construction and

installation of certain land-based improvements and equipment will be disbursed

pursuant to both this Agreement and the Bond Financing Documents.

(a) Construction Disbursement Requests submitted by the

Issuer may from time to time: (i) include as an attachment a copy of a completed

Bond Requisition (substantially in the form of Exhibit D to the Bond Loan

Agreement) signed by Premier and request that amounts be Disbursed from the

Construction Disbursement Account to the PFC Payment Account in an amount equal

to the total Permitted Land-Based Project Costs shown on the attached copy of

the completed Bond Requisition or (ii) request that amounts be Disbursed from

the Construction Disbursement Account to the PFC Payment Account to fund or

replenish the Company's Direct Payment Account in accordance with the terms

hereof.

(b) All amounts transferred from the Construction

Disbursement Account to the PFC Payment Account upon satisfaction of the

conditions precedent to Disbursements set forth in this Agreement shall be

deemed to be an equity contribution by Premier to PFC.

includes a request that amounts be Disbursed to the PFC Payment Account, PFC

will also:

(i) confirm that the conditions precedent set forth

in SECTION 8 of the Bond Purchase Agreement have been satisfied or waived; and

(ii) (1) in the case of clause (a)(i), instruct the

Disbursement Agent to immediately transfer such funds from the PFC Payment

Account to the Bond Trustee's Construction Disbursement Account to effect the

purchase of the Bonds and (2) in the case of clause (a)(ii), instruct the

Disbursement Agent to immediately transfer such funds from the PFC Payment

Account to the Company's Direct Disbursement Account to effect the purchase of

the Bonds. The Independent Construction Consultant shall review each such

Construction Disbursement Request (including those Project Costs separately

identified on the copy of the Bond Requisition submitted therewith) as part of

the conditions precedent to Disbursements in accordance with the requirements of

this Agreement. The Disbursement Agent's transfer of funds from the Construction

Disbursement Account to the PFC Payment Account and thereafter to the Bond

Trustee's Construction Disbursement Account or the Company's Direct Disbursement

Account, as instructed in such Construction Disbursement Request, shall make

funds available from time to time for PFC to purchase the Bonds and for loans to

be made to Premier to pay Permitted Land-Based Project Costs in accordance with

the Bond Financing Documents and SECTION 5.9 hereof.

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3. CERTAIN RESPONSIBILITIES OF DISBURSEMENT AGENT AND INDEPENDENT

CONSTRUCTION CONSULTANT.

3.1 DISBURSEMENTS FROM THE ACCOUNTS. Prior to making a

Disbursement, the Disbursement Agent shall telephone or email the Issuing Agent

for the Title Insurer on the requested disbursement date to confirm that the

Title Insurer is prepared to issue the Update Endorsement if an Update

Endorsement is required under SECTIONS 4.2.2(d), 4.6.1(a)(iii), 4.6.2(b) OR 4.7

(d), as applicable. The Disbursement Agent shall disburse funds from the

Securities Accounts, and the PFC Payment Account only upon satisfaction of the

applicable conditions to disbursement set forth herein. Upon satisfaction of the

applicable conditions to disbursement set forth herein, the Disbursement Agent

shall disburse funds from the applicable Securities Account and the PFC Payment

Account as specified in the applicable disbursement request or certificate.

3.2 TRANSFER OF FUNDS AT DIRECTION OF TRUSTEE. Notwithstanding

anything to the contrary in this Agreement, from and after the date the

Disbursement Agent receives written notice from the Trustee or the Issuer that

an Event of Default (as defined in the Indenture) exists until such time as the

Disbursement Agent receives written notice from the Trustee that such Event of

Default no longer exists, the Disbursement Agent shall only withdraw or transfer

amounts in any Securities Account and the PFC Payment Account at the direction

of the Trustee.

3.3 PAYMENT OF COMPENSATION.

3.3.1 COMPENSATION. On the first Business Day of each year

during the Construction Period (except for the initial payment, which shall be

disbursed as set forth in SECTION 4.1 below), the Disbursement Agent shall

disburse $6,000.00 from the Construction Disbursement Account to U.S. Bank

National Association, which amount shall constitute compensation for services to

be performed by it in its capacity as Disbursement Agent, Trustee and Bond

Trustee during such year. On the first Business Day of each year during the

Operating Period, the Issuer shall pay $6,000.00 to U.S. Bank National

Association, which amount shall constitute compensation for services to be

performed by Disbursement Agent, Trustee and Bond Trustee under the Transaction

Documents during such year.

3.3.2 INDEPENDENT CONSTRUCTION CONSULTANT'S COMPENSATION. The

Independent Construction Consultant shall deliver to the Disbursement Agent, on

or prior to the last Business Day of each month during the Construction Period,

an invoice setting forth the amounts owed to it as compensation for its services

during such month and reasonable documentation of its out-of-pocket expenses

incurred in connection with such services as provided in the Independent

Construction Consultant's Engagement Agreement. On the first Business Day of

each month during the Construction Period (except for the initial payment, which

shall be disbursed as set forth below), the Disbursement Agent shall disburse

funds to the Independent Construction Consultant from the Construction

Disbursement Account as compensation for services performed by the Independent

Construction Consultant during the previous month, as set forth on such invoice

(which amount shall not exceed a total of $20,000 during any calendar quarter),

plus the total amount of all out-of-pocket expenses of the Independent

Construction Consultant incurred in connection with the performance of its

duties hereunder during such month, unless the Trustee or Premier notifies the

Disbursement Agent and the Independent Construction Consultant that the

Independent Construction Consultant is in default. Until such time as the

Trustee provides written notice to the contrary to the

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Disbursement Agent and the Independent Construction Consultant in accordance

with the terms hereof, all amounts payable to the Independent Construction

Consultant shall be applied to the "working capital and machine loads" line item

in the Project Budget.

3.3.3 PROCEDURE. The payments contemplated by this

SECTION 3.3 shall be made without the requirement of obtaining any further

consent or action on the part of the Issuer with respect to such payments.

Disbursements for each subsequent calendar month shall be made on the first day

of each such subsequent calendar month. The final payments pursuant to this

SECTION 3.3 shall also be prorated if for a partial month.

3.4 PERIODIC REVIEW.

3.4.1 REVIEW BY DISBURSEMENT AGENT. The Disbursement Agent

shall exercise commercially reasonable efforts and utilize commercially prudent

practices in the performance of its duties hereunder consistent with those of

similar institutions holding similar collateral and disbursing similar

disbursement control funds. Commencing upon execution and delivery hereof, the

Disbursement Agent shall have the right, but shall have no obligation, to meet

periodically at reasonable times upon reasonable advance notice with

representatives of the Trustee, the Issuer, the Independent Construction

Consultant and such other employees, consultants or agents as the Disbursement

Agent shall reasonably request to be present for such meetings. In addition, the

Disbursement Agent shall have the right, but shall have no obligation, at

reasonable times during customary business hours and at reasonable intervals

upon prior notice to review, to the extent it deems reasonably necessary or

appropriate to permit it to perform its duties hereunder, all information

(including Construction Contracts) supporting any Disbursement Request and any

certificates in support of any of the foregoing. The Disbursement Agent shall be

entitled to examine, copy and make extracts of the books, records, accounting

data and other documents of the Issuer which are reasonably necessary or

appropriate to permit it to perform its duties hereunder, including, without

limitation, bills of sale, statements, receipts, contracts or agreements, which

relate to any materials, fixtures or articles incorporated into the Facility.

The rights of the Disbursement Agent under this SECTION 3.4 shall not be

construed as an obligation, it being understood that the Disbursement Agent's

duty is solely limited to act upon certificates and draw requests submitted by

the Issuer and the Trustee hereunder.

3.5 REVIEW BY INDEPENDENT CONSTRUCTION CONSULTANT. The Independent

Construction Consultant shall exercise commercially reasonable efforts and

utilize commercially prudent practices in the performance of its duties

hereunder consistent with those of similar institutions disbursing disbursement

control funds and reviewing construction progress. Commencing upon execution and

delivery hereof, the Independent Construction Consultant shall have the right to

meet periodically at reasonable times during customary business hours and at

reasonable intervals, however no less frequently than monthly, with

representatives of the Issuer, the General Contractor, the Architect and such

other employees, consultants or agents as the Independent Construction

Consultant shall reasonably request to be present for such meetings. The

Independent Construction Consultant may perform such inspections of the Site and

the Facility as it deems reasonably necessary or appropriate in the performance

of its duties hereunder, however no less frequently than monthly. In addition,

the Independent Construction Consultant shall have the right at reasonable times

during customary business hours upon prior notice to review, to the extent it

deems reasonably necessary or appropriate to permit it to perform its duties

hereunder, all information (including Construction Contracts) supporting the

<Page>

amendments to the Project Budget, amendments to any Construction Contracts, any

Construction Disbursement Request and any certificates in support of any of the

foregoing, to inspect materials stored on the Site and the Facility, at off-site

facilities where materials designated for use in the Facility are stored, to

review the insurance required pursuant to the terms of the Indenture, and to

examine the Plans and all shop drawings relating to the Facility. The

Independent Construction Consultant is authorized to contact any payee for

purposes of confirming receipt of progress payments. The Independent

Construction Consultant shall be entitled to examine, copy and make extracts of

the books, records, accounting data and other documents of the Issuer relating

to the construction of the Facility, including, without limitation, bills of

sale, statements, receipts, lien releases and affidavits, contracts or

agreements, which relate to any materials, fixtures or articles incorporated

into the Facility. From time to time, at the request of the Independent

Construction Consultant, the Issuer shall make available to the Independent

Construction Consultant a Project Cost Schedule and/or the Construction Schedule

for the Facility. The Issuer agrees to reasonably cooperate, shall cause the

General Contractor and each other Contractor to reasonably cooperate, with the

Independent Construction Consultant in assisting the Independent Construction

Consultant to perform its duties hereunder and to take such further steps as the

Independent Construction Consultant reasonably may request in order to

facilitate the Independent Construction Consultant's performance of its

obligations hereunder. The Independent Construction Consultant will confirm the

Issuer's certifications and representations to the extent set forth in the

certificates to be submitted by the Independent Construction Consultant

hereunder from time to time, and shall timely execute and deliver all

certificates provided for under this Agreement, in the form required by the

exhibits attached hereto, unless the Independent Construction Consultant has a

good faith basis, in its professional judgment, for withholding its

confirmation.

3.6 THE SPECIAL PROCEDURES FOR UNPAID CONTRACTORS. The Issuer

agrees that the Disbursement Agent may make advances and transfer any or all

sums in the Construction Disbursement Account directly into the account of (a)

any Contractor for amounts due and owing to such Contractor under the relevant

Construction Contract or (b) any other subcontractors, vendors or materialsmen,

in each case in payment of amounts due and owing to such parties from the Issuer

without further authorization from the Issuer and the Issuer hereby constitutes

and appoints the Disbursement Agent its true and lawful attorney-in-fact to make

such direct payments and this power of attorney shall be deemed to be a power

coupled with an interest and shall be irrevocable; provided that, the

Disbursement Agent shall not exercise its rights under this power of attorney

except to make payments (a) as directed by the Issuer pursuant to a Disbursement

Request or (b) upon the occurrence and continuation of an Event of Default. No

further direction or authorization from the Issuer shall be necessary to warrant

or permit the Disbursement Agent to make such advances in accordance with the

foregoing sentence.

4. DISBURSEMENTS DURING CONSTRUCTION PERIOD.

4.1 INITIAL DISBURSEMENTS FROM THE CONSTRUCTION DISBURSEMENT

ACCOUNT. Upon satisfaction of the conditions described below in this SECTION

4.1, the Disbursement Agent shall make the disbursements (the "INITIAL

DISBURSEMENTS") described in the Initial Disbursements Certificate attached

hereto as EXHIBIT A (the "INITIAL DISBURSEMENTS CERTIFICATE") from the

Construction Disbursement Account. The conditions to the Initial Disbursements

shall consist of the following:

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(a) (i) $33,100,000.00 of the Proceeds shall have been

deposited into the Interest Reserve Account, (ii) $1,031,900.00 of the Proceeds

shall have been deposited into the Tidelands Lease Account, and (iii) the

remaining Proceeds (in the amount of $128,962,500.00) shall have been deposited

into the Construction Disbursement Account;

(b) (i) $34,819,190.29 of equity shall have been

irrevocably and unconditionally contributed to Premier on or prior to the

Issuance Date, and (ii) $15,180,809.71 of equity shall have been irrevocably and

unconditionally contributed to Premier and deposited contemporaneously with the

execution of this Agreement into the Construction Disbursement Account;

Closing Certificate and the Trustee's Closing Certificate; and

(d) the Title Company shall have issued the Trustee's real

property title policy (or an irrevocable commitment to issue such title policy

conditioned only upon payment of [$381,636.45] for recording fees, title

premiums and real property taxes and the recordation of the Deeds of Trust and

the subordination nondisturbance and attornment agreements with Hard Rock Cafe

International (STP), Inc., a New York corporation, with respect to the Cafe

Lease and Retail Store Lease) in form and substance reasonably satisfactory to

the Trustee on the date specified in the Trustee's Closing Certificate.

4.2 SUBSEQUENT DISBURSEMENTS FROM THE CONSTRUCTION DISBURSEMENT

ACCOUNT.

4.2.1 DISBURSEMENT REQUESTS.

(a) The Issuer shall have the right from time to time

during the Construction Period to submit to the Disbursement Agent a request for

the disbursement of funds from the Construction Disbursement Account

substantially in the form of EXHIBIT C-1 hereto (a "CONSTRUCTION DISBURSEMENT

REQUEST") or in the form of EXHIBIT C-2 hereto (a "PRE-OPENING DISBURSEMENT

REQUEST" and, together with a Construction Disbursement Request, each a

"DISBURSEMENT REQUEST"), together with the exhibits attached thereto, as further

described below. The Disbursement Agent shall comply with any Disbursement

Request that satisfies each of the conditions set forth in SECTION 4.2.2. The

Disbursement Agent shall notify the Issuer and the Trustee in writing as soon as

reasonably possible (and in any event: (i) within two (2) Business Days after

the Disbursement Agent receives a Disbursement Request relating solely to the

Barge Construction Contract; or (ii) within five (5) Business Days after the

Disbursement Agent receives any other Disbursement Request) if any Disbursement

Request fails to satisfy any such condition which notice shall describe the

nature of such failure in reasonable detail. The Issuer may submit Construction

Disbursement Requests no more often than weekly. The Issuer may submit

Pre-Opening Disbursement Requests no more often than weekly. The Issuer shall

have the right from time to time during the Construction Period to submit to the

Disbursement Agent a preliminary Disbursement Request requesting that a

Disbursement be made meeting the requirements set forth in this SECTION 4.2. The

Disbursement Agent and the Independent Construction Consultant shall promptly

review the preliminary Disbursement Request and advise the Issuer of any

discrepancies, disputes or missing or incomplete information with respect

thereto necessary to make the preliminary Disbursement Request a conforming

Disbursement Request. The Issuer shall not be entitled to any Disbursement

unless and until a final, executed

<Page>

Disbursement Request, with all exhibits and attachments thereto, has been

properly completed and submitted to the Disbursement Agent and the Independent

Construction Consultant in accordance with this SECTION 4.2. Each preliminary

Disbursement Request shall be clearly labeled as such with the phrase

"PRELIMINARY DISBURSEMENT REQUEST" at the top of the first page, and in lieu of

Premier's signature.

(b) Provided that a Disbursement Request satisfies the

requirements of SECTION 4.2.2, within: (i) two (2) Business Days following

submission of a Disbursement Request relating solely to the Barge Construction

Contract; or (ii) five (5) Business Days following submission of any other

Disbursement Request:

(i) the Disbursement Agent shall distribute checks

drawn on (or wire transfers from) the Construction Disbursement Account to the

parties identified in such Disbursement Request to pay Other Project Costs in

the respective amounts listed for such parties in such Disbursement Request;

(ii) the Disbursement Agent shall transfer from the

Construction Disbursement Account to the Issuer's Payment Account funds in the

amount specified in such Disbursement Request;

(iii) solely with respect to Construction Disbursement

Requests, the Disbursement Agent shall transfer from the Construction

Disbursement Account to the PFC Payment Account funds in the amount specified in

such Disbursement Request (which shall be deemed to be an equity contribution to

PFC); and

(iv) immediately after such funds have been

transferred into the PFC Payment Account as described in clause (iii) above, the

Disbursement Agent shall disburse such funds from the PFC Payment Account to the

Bond Trustee's Construction Disbursement Account and the Company's Direct

Disbursement Account in the amounts specified in such Disbursement Request.

The Issuer shall withdraw funds from and write checks on the Issuer's Payment

Account solely for the purpose of paying Construction Expenses and Pre-Opening

Expenses, as the case may be, identified on such Disbursement Request; PROVIDED,

HOWEVER, that any Contractors or other parties in direct contractual privity

with Premier and scheduled to be paid Project Costs in excess of $100,000 shall

be listed in any particular Disbursement Request as a party to be paid directly

by the Disbursement Agent under clause (i) above (or, in the case of Permitted

Land-Based Project Costs, by the Bond Trustee under the Bond Financing

Documents) and may not be paid from the Issuer's Payment Account. The Issuer

shall use the amounts disbursed from the PFC Payment Account to the Bond

Trustee's Construction Disbursement Account solely for the purposes of

purchasing Bonds and paying Permitted Land-Based Project Costs as identified on

the copy of the Bond Requisition attached to such Disbursement Request. The

Issuer shall use the amounts disbursed from the PFC Payment Account to the

Company's Direct Disbursement Account solely for the purposes of purchasing

Bonds and paying, from time to time, Permitted Land-Based Project Costs.

requested in a Disbursement Request.

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4.2.2 ADDITIONAL CONDITIONS TO SUBSEQUENT DISBURSEMENTS FROM

THE CONSTRUCTION DISBURSEMENT ACCOUNT. The Disbursement Agent's compliance with

a Disbursement Request from the Construction Disbursement Account, other than

the Initial Disbursements, shall be subject to the following conditions in

addition to the conditions set forth in SECTION 4.2.1 above. Upon satisfaction

of the conditions described below, the Disbursement Agent shall make the

disbursements specified in the corresponding Disbursement Request in accordance

with SECTION 4.2.1(b):

(a) With respect to the Construction Disbursement Request,

the Issuer shall have submitted to the Disbursement Agent a Construction

Disbursement Request as provided for herein pertaining to the amounts requested

for disbursement, together with (i) completed SCHEDULES 1 AND 3 thereto

substantially in the form contemplated thereby, (ii) a completed SCHEDULE 2

thereto substantially in the form contemplated, (iii) all lien releases,

affidavits and agreements required to be attached under clause (c) of such

Construction Disbursement Request; (iv) the commitment from the Title Insurer to

issue an Update Endorsement if an Update Endorsement is required to be attached

pursuant to SECTION 4.2.2(d); and (v) the certifications of the General

Contractor, the Independent Construction Consultant and the Architect

substantially in the form of EXHIBITS 1, 2, and 3 to the Construction

Disbursement Request; to the extent required pursuant to the terms of the

Construction Disbursement Request;

(b) With respect to any Pre-Opening Disbursement Request,

the Issuer shall have submitted to the Disbursement Agent a Pre-Opening

Disbursement Request as provided for herein pertaining to the amounts requested

for disbursement, together with a completed SCHEDULE 1 thereto substantially in

the form contemplated thereby;

shall have received copies of all Construction Contracts executed as of the date

of any Construction Disbursement Request and, with respect to each Material

Construction Contract executed on or before the date of such Construction

Disbursement Request: (i) a consent signed by the counterparty to such Material

Construction Contract if and to the extent required under SECTION 5.3; and (ii)

copies of any performance and payment bonds required pursuant to such Material

Construction Contract. Such bonds shall name the Issuer and the Trustee as

co-obligees and shall be in full force and effect;

(d) Until such time as the aggregate amount of all prior

Disbursements equals or exceeds the aggregate principal amount of the First

Mortgage Notes then outstanding, the Issuer shall have caused the Title Insurer

to have delivered to the Independent Construction Consultant a commitment from

the Title Insurer in the form of EXHIBIT N-1 to issue an endorsement to the

Trustee's Title Policies increasing the coverage under the disbursement clause

of the Trustee's Title Insurance Policies by the amount of the requested

Disbursement (without adding any additional exclusions or exceptions to

coverage) (an "UPDATE ENDORSEMENT"), conditioned solely upon the making of the

Disbursement within five (5) Business Days after the issuance of such

commitment. The Issuer shall cause the Title Insurer to deliver each required

Update Endorsement to the Trustee (with a copy to the Independent Construction

Consultant) within five (5) Business Days after the making of such Disbursement;

(e) The Issuer shall have delivered to the Independent

Construction Consultant a written inventory substantially in the form of

SCHEDULE 3 to the Issuer's

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Disbursement Request identifying all materials, machinery, fixtures, furniture,

equipment or other items purchased or manufactured for incorporation into the

Facility but which, at the time of the Disbursement Request, (x) are not located

at the Site and for which the Issuer has paid or intends to pay with the

proceeds of the Disbursement all or a portion of the purchase price, or (y) are

located at the Site but are not expected to be incorporated into the Facility

within ninety (90) days after such Disbursement Request (such materials, the

"UNINCORPORATED MATERIALS") and including the value thereof, together with

evidence reasonably satisfactory to the Independent Construction Consultant that

the following conditions have been satisfied with respect to such Unincorporated

Materials:

(i) all Unincorporated Materials for which full

payment has previously been made or is being made with the proceeds of the

Disbursement to be disbursed are, or will be upon full payment, owned by the

Issuer, as evidenced by the bills of sale, certificates of title or other

evidence reasonably satisfactory to the Independent Construction Consultant, and

all lien rights or claims of the supplier has been or will be released

simultaneously with such full payment and all amounts, if any, required to be

paid to the supplier thereof with respect to the installation of such

Unincorporated Materials (including any Retainage Amounts) (PROVIDED, HOWEVER,

that lien releases, affidavits and agreements need not be provided for

Unincorporated Materials from a single supplier with a contract price (or

expected aggregate amount to be paid in the case of "cost plus" contracts) of

less than $100,000);

(ii) the Issuer believes that the Unincorporated

Materials are consistent with the Final Plans;

(iii) all Unincorporated Materials are properly

inventoried, securely stored, protected against theft and damage at the Site or

at such other location which has been specifically identified by its complete

address to the Independent Construction Consultant (or if the Issuer cannot

provide the complete address of the current storage location, the Issuer shall

list the name and complete address of the applicable contracting party supplying

or manufacturing such Unincorporated Materials);

(iv) are insured against casualty, loss and theft for

an amount equal to their replacement costs in accordance with the Indenture;

(v) the amounts paid by the Issuer in respect of

Unincorporated Materials not at the Site (other than those related to the Barge

Construction Contract) are not more than $2,000,000 at any one time;

(vi) the amounts paid by the Issuer in respect of

Unincorporated Materials not at the Site and related to the Barge Construction

Contract are not more than $9,000,000 at any one time;

(vii) the Independent Construction Consultant shall

have confirmed the accuracy of the certification required in subparagraph (iii)

above, and in connection therewith the Independent Construction Consultant may,

but shall not be required to, visit the site of and inspect the Unincorporated

Materials at the Issuer's expense; and

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(viii) The Independent Construction Consultant, at the

request of the Issuer, may from time to time agree to increase the thresholds

set forth in clauses (v) and (vi) above;

(f) The following condition only applies to the first

Disbursement made after January 31, 2005: The Issuer shall have caused the Title

Insurer to have delivered to the Trustee (with a copy to the Independent

Construction Consultant) an updated separate tax lot endorsement to the

Trustee's Title Policies. The updated separate tax lot shall: (i) be in the form

of EXHIBIT N-2; (ii) insure that Parcels 2, 3, 4, 5, and 6 consist of separate

tax parcels; and (iii) shall be delivered prior to January 31, 2005;

(g) The Disbursement Request on its face has been completed

as to the information required therein and the required attachments, if any, are

attached;

(h) The Disbursement Agent shall not have Knowledge of any

material error, inaccuracy, misstatement or omission of material fact in any

Disbursement Request or an exhibit or attachment thereto or information provided

by the Issuer upon the request of the Disbursement Agent;

(i) The Disbursement Agent does not have Knowledge (solely

from the facts set forth in any Disbursement Request or any certificate from the

General Contractor, the Independent Construction Consultant or the Architect or

any written notice from the Trustee or the Issuer) that an Event of Default

exists;

(j) The Disbursement Agent shall have telephoned or emailed

the Issuing Agent for the Title Insurer on the requested disbursement date and

prior to making the requested Disbursement and confirmed that the Title Insurer

is prepared to issue the Update Endorsement if an Update Endorsement is required

under clause (d) above;

(k) The Disbursement Agent shall be entitled to rely upon

the certification of the Issuer, the General Contractor, the Architect and the

Independent Construction Consultant in the relevant Disbursement Request in

determining that the conditions specified in SECTIONS 4.2.2(a) THROUGH 4.2.2(f)

have been satisfied unless the Disbursement Agent shall have Knowledge that such

certifications are inaccurate; and

(l) Concurrently with the submission of the Construction

Disbursement Request, the Issuer shall submit an Available Construction Funds

Certificate to the Disbursement Agent, the Trustee and the Independent

Construction Consultant in accordance with SECTION 5.4 and, if applicable, a

Tidelands Lease Certificate to the Disbursement Agent in accordance with SECTION

6.1.

4.2.3 NON-SATISFACTION OF CONDITIONS. In the event that the

Disbursement Agent determines that any conditions of SECTION 4.2.2 described

above has not been satisfied in respect of any Construction Disbursement Request

and so long as such conditions are not satisfied, the Disbursement Agent shall

not authorize any disbursement of funds from the Construction Disbursement

Account pursuant to a Construction Disbursement Request; PROVIDED, HOWEVER, the

following payments may be made by the Disbursement Agent:

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(a) if all other conditions in SECTION 4.1 and

SECTION 4.2.2 hereof are met (except for SECTION 4.2.2(i), payments for work

completed or mater

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