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Exhibit 10.74
EXECUTION VERSION
LAKES WORKING CAPITAL ADVANCE NOTE
$2,000,000
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
as Lakes Working Capital Advances in
accordance with Section 5.3 of a Management
Agreement between the Band and Lakes
Entertainment, 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"); provided that
the principal amount due hereunder
shall not exceed Two Million Dollars
($2,000,000.00).
1. Advances;
Funding. Lakes shall notify the Band in writing by overnight
courier service of the amounts of any
operating cash shortfalls in the first six
months after the Commencement Date, and
shall furnish a written accounting
showing the derivation of such amount (the
"Lakes Cash Shortfall Notice").
Advances under this Note shall be made by
Lakes (a) upon written request by the
Band to Lakes in the form of Draw Request
attached as Exhibit A or (b), in the
event of an emergency cash shortfall which
threatens the immediate cessation or
curtailment of operations of the
Enterprise, by advances in the amount needed to
avoid such immediate cessation or
curtailment. Notices given by Lakes and Draw
Requests submitted by the Band under this
Note shall be sent via overnight
courier service to the addresses set out in
Section 17.2 of the Management
Agreement. Advances under this Note shall
be funded by Lakes through wire
transfer of funds to one or more Enterprise
Accounts in an aggregate amount
equal to the greater of the Draw Request or
the amount needed to avoid immediate
cessation or curtailment of operations at
the Enterprise, but not to exceed
$2,000,000 in principal advances
outstanding at any one time. All Draw Requests
submitted by the Band shall be funded
within two (2) business days of the date
that the draw request is received by Lakes.
By submitting a Draw Request, the
Band does not waive the right to assert
that an additional amount, beyond the
amount shown in the Lakes Cash Shortfall
Notice or the Draw Request, should be
advanced by Lakes to cover operating cash
shortfalls in accordance with Section
5.3 of the Management Agreement.
2. Interest.
Interest shall accrue on the outstanding balance under this
Note at the Band Interest Rate.
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3. Repayment.
Amounts advanced hereunder shall be repaid from Net Revenues
with the priority provided in Section 5.5
of the Management Agreement, subject
to the terms of any applicable
subordination agreements.
4. Prepayment.
This Note may be prepaid at any time without penalty. This
Note shall also be subject to prepayment as
and when required under the terms of
any Transaction Documents.
5. Limited
Recourse. The obligations of the Band under this Note and any
related awards, judgments or decrees shall
be payable solely out of
undistributed or future Net Revenues of the
Enterprise and shall be a Limited
Recourse obligation of the Band, with no
recourse to tribal assets other than
the limited assets of the Band specified in
the
