Exhibit 10.21
TENANT ESTOPPEL CERTIFICATE
January 23, 2004
Premier Entertainment Biloxi, LLC
Attn: Xxxxxx Xxxxxxxxx
00000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
RE: LEASE AGREEMENT (CAFE)
To whom it may concern:
This is to certify that as of the date hereof, as follows:
1. The undersigned is the present owner and holder of the tenant's
interest under that certain Lease Agreement (Cafe) dated December 30, 2003 (as
the same may be modified, amended, supplemented, extended and assigned, the
"LEASE"), by and between Premier Entertainment Biloxi, LLC, a Delaware limited
liability company ("LANDLORD") and Hard Rock Cafe International (STP), Inc., a
New York corporation ("TENANT"), covering a leasehold estate in favor of Tenant
for space located on that certain real property owned by Landlord in Biloxi,
Mississippi, as further described on Exhibit "B" annexed hereto (the
"PREMISES');
2. The Lease (i) constitutes the entire agreement between Landlord
and Tenant with respect to the Premises, (ii) is in full force and effect, and
(iii) has not been modified, amended, supplemented, extended and/or assigned;
3. The term of the Lease commences on the Commencement Date (as
defined in the Lease) and will expire twenty years thereafter, subject only to
any renewal, extension, cancellation or termination rights expressly set forth
in the Lease;
4. Except as set forth in the Lease, Tenant does not have any right
or option to lease additional space in the Premises or to purchase any part of
the Premises;
5. The interest of Tenant under the Lease has not been assigned or
encumbered;
6. Neither Tenant nor, to the knowledge of Tenant, Landlord is in
default under any of the material terms, covenants or provisions of the Lease,
and Xxxxxx knows of no event which, but for the passage of time or the giving of
notice, or both, would constitute a default or event of default under the Lease
by Tenant or Landlord. No rental payments have been made more than one month in
advance;
EXECUTION VERSION
7. Neither Tenant nor, to the knowledge of Tenant, Landlord has
commenced any action or given or received any notice for the purpose of
terminating the Lease;
8. Except as set forth in the Lease, (i) Tenant is not entitled to
any credit against the payment of rent or other charges under the Lease or to
any rent concession, and (ii) there are no offsets or defenses to the payment of
rent or other charges payable under the Lease;
9. There are no actions, voluntary or otherwise, pending against
Tenant or any guarantor of Tenant's obligations under the Lease pursuant to the
bankruptcy or insolvency laws of the United States or any state thereof;
10. The undersigned acknowledges that Landlord intends to encumber
the Premises with that certain Construction Deed of Trust, Leasehold Deed of
Trust and Fixture Filing with Assignment of Leases and Rents in favor of
Xxxxxxxx Bull, as real estate trustee for the benefit of U.S. Bank National
Association, a national banking association, as trustee. The following parties
involved in such transaction rely on the accuracy of the statements made herein:
a. Landlord;
x. Xxxxxxxx Bull, as real estate trustee for the benefit of U.S.
Bank National Association, a national banking association, as trustee;
and
c. U.S. Bank National Association, a national banking association,
as trustee.
This estoppel certificate is binding upon Tenant and its successors
and assigns and may be relied upon by the parties referenced in Paragraph 10
hereof.
Very truly yours,
/s/ Xxx Xxxxxxxxx
----------------------------
HARD ROCK CAFE INTERNATIONAL (STP),
INC., a New York corporation
By: /s/ Xxx Xxxxxxxxx
----------------------------------
Name: Xxx Xxxxxxxxx
Title: Vice President
EXECUTION VERSION
2
EXHIBIT A
THE LEASE
EXECUTION VERSION
A-1
EXHIBIT B
LEGAL DESCRIPTION OF PREMISES
B-1
EXECUTION VERSION
