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Exhibit 10.75
EXECUTION VERSION
LAKES MINIMUM PAYMENTS NOTE
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
as Minimum Guaranteed Payment Advances in
accordance with Section 5.6.1 of a
Management 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 "Management Agreement").
1. Advances;
Funding. Advances under this Note shall be funded through
deposits by Lakes into the Enterprise
Disbursement Account for the benefit of
the Band, which funds shall be used solely
to make Minimum Guaranteed Payment
Advances to the Band. Lakes shall notify
the Band in writing of any advances
hereunder when made.
2. Interest.
Interest shall not accrue on amounts outstanding under this
Note.
3. Repayment. As
provided in Section 5.6.2 of the Management Agreement,
after making one or more Minimum Guaranteed
Payment Advances in a Calculation
Year Lakes may recoup such advance from the
Band's Monthly Distribution Payments
in succeeding months of the same
Calculation Year; provided that in no event
shall such recoupment result in the Band's
receiving less than its Minimum
Guaranteed Monthly Payment in any month.
Manager shall not otherwise be entitled
to reimbursement from the Enterprise or the
Band for amounts outstanding under
this Note.
4. Prepayment.
This Note may be prepaid at any time without penalty.
5.
[intentionally deleted]
6. Limited
Recourse. The obligations of the Band under this Note and any
related awards, judgments or decrees shall
be payable solely through recoupment
from certain Net Revenues that would
otherwise be distributed to the Band as
Monthly Distribution Payments, as provided
in and subject to the limitations of
Section 3. Lakes shall have no recourse to
any tribal assets other than such
undistributed Net Revenues for payment
under this Note.
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7. Band's Waiver
of Sovereign Immunity and Consent to Suit. The Band
expressl
