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Exhibit 10.73
EXECUTION VERSION
LAKES FACILITY NOTE
$54,000,000
December 22, 2004
Dowagiac, Michigan
FOR VALUE
RECEIVED, the Pokagon Band of Potawatomi Indians (the "Band")
promises to pay to Great Lakes Gaming of
Michigan, LLC, a Minnesota limited
liability company ("Lakes"), such sums as
may be advanced by Lakes to the Band
in accordance with Section 9.2.4 of a
Development Agreement between the Band and
Lakes Entertainment, Inc., f/k/a Lakes
Gaming, Inc. dated as of July 8, 1999, as
assigned by Lakes Entertainment, Inc. to
and assumed by Lakes pursuant to that
certain Assignment and Assumption Agreement
dated as of October 16, 2000 by and
among the Band, Lakes Entertainment, Inc.
and Lakes (the "Assignment
Agreement"), and as amended and restated by
First Amendment dated as of October
16, 2000 and by Second Amendment dated as
of December 22, 2004 (collectively,
the "Development Agreement"; provided that
the principal amount due hereunder
shall not exceed Fifty-Four Million Dollars
($54,000,000.00).
1. Advances;
Funding. Advances under this Note shall be made (a) upon
written request by the Band to Lakes in the
form of Draw Request attached as
Exhibit A, (b) through a Draw Request
approved by the Band pursuant to the
Control Agreement, (c) through other
written requests by the Band to Lakes
permitted by the Development Agreement or
any applicable Transaction Document,
or (d) through advances by Lakes to the
Enterprise Bank Accounts to pay
Development Expenditures in accordance with
either (I) the Approved Development
Budget or, prior to the adoption of the
Approved Development Budget, the
approval of the Business Board or the Band;
and (II) the Development Agreement.
Draw Requests submitted by the Band shall
be sent in accordance with Section
15.4 of the Development Agreement. All Draw
Requests submitted by the Band shall
be funded within ten (10) days of the date
of the draw request. By making any
advance to the Enterprise Bank Accounts or
otherwise under the Development
Agreement, Lakes shall certify that the
amounts so advanced are necessary for,
and shall be used to pay, Development
Expenditures in accordance with either (a)
the Approved Development Budget or, prior
to the adoption of the Approved
Development Budget, the approval of the
Business Board or the Band; and (b) the
Development Agreement.
2. Interest.
Interest shall accrue on the outstanding balance under this
Note at thirteen percent (13%) per
annum.
3.
Repayment.
I. If the
Commencement Date occurs, the Band shall repay the amount
of principal and accrued interest outstanding hereunder as of
the
Commencement Date monthly in arrears, beginning on the 15th day
of the
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month after the month in which the Commencement Date occurs, in
equal monthly payments of principal and interest for (a), if
pursuant to the Development Agreement the term of the Lakes
Development Loan is seven (7) years, the successive eighty-four
months of that term; or (b), if pursuant to the Development
Agreement the term of the Lakes Development Loan is five (5)
years, the successive 60 months of that term; and, if not
sooner
paid, in full at the end of the Term (except as provided in
Section 13.7 of the Development Agreement).
II. If the
Commencement Date does not occur, principal and interest
shall be repayable to the extent and in the manner provided in
the Development Agreement; provided that payments shall in any
event be due and made only from the sources specified in
Sections
14.3 and 14.4 of the Development Agreement. If Gaming commences
at a Subsequent Gaming Facility and payment is due under this
Note in accordance with the Development Agreement, the Band
shall, beginning on the 15th day of the month following such
commencement date, make equal monthly payments to Lakes of
principal and interest in an amount sufficient to amortize the
principal amount outstanding as of such commencement date over
a
sixty (60) month period at the Variable Interest Rate, and
shall
thereafter continue to make such payments on the 15th day of
each
succeeding month to and including the fifteenth day of the
sixtieth month following such commencement date, when all
remaining principal and interest shall be due and payable. As
of
the Effective Date of a change in the Base Rate, Lakes shall
adjust the monthly installments of principal and interest as of
the installment next following the Effective Date so that the
then unpaid principal balance would be amortized in full at the
revised Variable Interest Rate five
