Tenant Estoppel Certificate between Hard Rock Cafe International (STP), Inc. and Premier Entertainment Biloxi, LLC (January 23, 2004)

Summary

This Tenant Estoppel Certificate is issued by Hard Rock Cafe International (STP), Inc. to confirm key facts about its lease with Premier Entertainment Biloxi, LLC for retail space in Biloxi, Mississippi. The certificate states that the lease is valid, unmodified, and in full effect, with no current defaults or disputes. It also confirms the lease term, lack of additional rights or encumbrances, and that no bankruptcy actions are pending. The document is intended to be relied upon by the landlord and U.S. Bank National Association in connection with a planned property encumbrance.

EX-10.22 31 a2131395zex-10_22.txt EXHIBIT 10.22 Exhibit 10.22 TENANT ESTOPPEL CERTIFICATE January 23, 2004 Premier Entertainment Biloxi, LLC Attn: Joseph Billhimer 11400 Reichold Road Gulfport, MS 39503 RE: LEASE AGREEMENT (RETAIL STORE) 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 (Retail Store) 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 Tenant 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 Stratton Bull, as real estate trustee for the benefit of U.S. Bank National Association, a national banking association, as trustee. The following parties rely on the accuracy of the statements made herein: a. Landlord; b. Stratton 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/ Jay Wolszczak ---------------------------- HARD ROCK CAFE INTERNATIONAL (STP), INC., a New York corporation By: /s/ Jay Wolszczak ---------------------------------- Name: Jay Wolszczak Title: Vice President EXECUTION VERSION 2 EXHIBIT A THE LEASE EXHIBIT B LEGAL DESCRIPTION OF PREMISES B-1 EXECUTION VERSION