<PAGE>
Exhibit 10.84
EXECUTION VERSION
SECOND AMENDED AND RESTATED INDEMNITY AGREEMENT
This Indemnity
Agreement is dated as of the 22nd day of December, 2004, by
and between the Pokagon Band of the
Potawatomi Indians (the "Band") and Great
Lakes Gaming of Michigan, LLC, a Minnesota
limited liability company ("Lakes"):
WITNESSETH:
WHEREAS, the
Band and Lakes Entertainment, Inc., f/k/a Lakes Gaming, Inc.
("Lakes Entertainment") previously entered
into Development Agreement dated as
of July 8, 1999, as assigned by Lakes
Entertainment to Lakes pursuant to that
certain Assignment and Assumption Agreement
dated October 16, 2000, by and among
the Band, Lakes Entertainment and Lakes,
and as amended and restated by that
certain First Amended and Restated
Development Agreement dated October 16, 2000
by and between the Band and Lakes, and as
amended and restated by that certain
Second Amended and Restated Development
Agreement dated as of December 22, 2004,
by and between the Band and Lakes
(collectively, and as heretofore and hereafter
amended, the "Development Agreement"),
pursuant to which the Band has engaged
Lakes to, among other things, assist the
Band in the design, development,
construction and management of the
Facility; and
WHEREAS, Article
2 of the Development Agreement provides, among other
things, that Lakes shall finance the
acquisition of all parcels of land
comprising the Gaming Site and the
Non-Gaming Lands through the making of
advances (a) under the Lakes Note for the
acquisition of each parcel of land
constituting the Gaming Site (all such
advances, whether heretofore or hereafter
made, shall be collectively referred to as
the "Gaming Site Advances"), and (b)
under the Non-Gaming Land Acquisition Line
of Credit for each parcel of land
constituting the Non-Gaming Lands (all such
advances, whether heretofore or
hereafter made, shall be collectively
referred to as the "Non-Gaming Land
Advances" and together with all Gaming Site
Advances shall be collectively
referred to as the "Advances"); and
WHEREAS, as
further provided in Article 2 of the Development Agreement, all
of the Gaming Site Advances and the
Non-Gaming Land Advances are to be secured
by mortgages in favor of Lakes on the
related parcels of land constituting the
Gaming Site and the Non-Gaming Lands;
and
WHEREAS, the
Band, with the consent of Lakes, has formed and may hereafter
form certain related entities known as
"Band Designees", including but not
limited to Pokagon Properties, LLC, a
Delaware limited liability company
("PPLLC") and Filbert Land Development,
LLC, an Indiana limited liability
company ("Filbert"), for the purpose of, at
Band's option, acquiring title to
all or a portion of the Gaming Site and all
or a portion of the Non-Gaming
Lands; and
WHEREAS, each of
the Advances (to the extent made in connection with any
Band
<PAGE>
Designee's acquisition of Gaming Site or
Non-Gaming Land parcels) will be made
available by the Band to the Band Designee
for the purpose of paying all costs
associated with the acquisition of the
parcels of land constituting the Gaming
Site and the Non-Gaming Lands; and
WHEREAS, Lakes
has required and will be requiring each Band Designee to
execute and deliver certain Band Designee
Guaranties and Band Designee Mortgages
(as each of such terms are defined in the
Development Agreement) and amendments
thereto from time to time in connection
with each acquisition of parcels of land
related to the Gaming Site and the
Non-Gaming Lands and has required the Band to
execute and deliver that certain Indemnity
Agreement dated October 16, 2000 by
and between the Band and Lakes, as amended
and restated by that certain First
Amended and Restated Indemnity Agreement
dated February 28, 2001 (collectively
the "Original Indemnity Agreement") to
Lakes, all as a condition precedent to
the making of such Advances; and
WHEREAS, in
connection with the execution of the Second Amended and
Restated Development Agreement, the Band
and Lakes desire to amend and restate
the Original Indemnity Agreement as set
forth herein.
NOW, THEREFORE,
for valuable consideration, the receipt of which is hereby
acknowledged, and as an inducement to the
Lakes to make the Advances to the
Band, the Band agrees as follows:
1. Recitals
True. The above recitals are true and this Second Amended and
this Second Amended and Restated Indemnity
Agreement shall amend and restate the
Original Indemnity Agreement in its
entirety.
2. Definitions.
Capitalized terms used but not otherwise defined herein and
defined in the Development Agreement shall
have the same meaning herein as
therein.
3. Indemnity -
General. The Band agrees to indemnify and to hold Lakes (the
"Indemnitee") harmless from any and all
claims, causes of action, damages,
penalties, fees and costs (to the extent
such fees and costs are payable under
the respective Band Designee Mortgages)
which may be asserted against, or
incurred by, Indemnitee resulting from or
due to any Band Designee's failure to
pay and perform each of its obligations
under any Band Designee Guaranty and the
respective Band Designee Mortgages
(excluding obligations under Section 25 of
any Band Designee M
