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Exhibit 10.92
OPERATING NOTE
Minnetonka, Minnesota
January 12, 2005
FOR VALUE
RECEIVED, PAWNEE TRADING POST GAMING CORPORATION ("MAKER"), A
WHOLLY OWNED SUBSIDIARY OF THE PAWNEE
TRIBAL DEVELOPMENT CORPORATION, EACH
CREATED UNDER THE CONSTITUTION OF AND A
GOVERNMENTAL SUBDIVISION OF THE PAWNEE
NATION OF OKLAHOMA, A FEDERALLY RECOGNIZED
INDIAN TRIBE, promises to pay to the
order of LAKES PAWNEE MANAGEMENT, LLC, A
MINNESOTA LIMITED LIABILITY COMPANY
("LENDER"), in the United States of
America, in immediately available funds, at
such place as the holder hereof may from
time to time designate, or in the
absence of such designation, at the office
of the Lender, 130 Cheshire Lane,
Minnetonka, Minnesota 55305, the principal
sum of the aggregate unpaid principal
amount of all "Guaranteed Minimum Payment
Advances" and "Working Capital
Advances" made to Maker pursuant to
Sections 5.3(b) and 5.7, respectively, of
the Management Agreement for a Gaming
Facility and Related Ancillary Facilities
dated January 12, 2005 entered into between
the Maker and Lender (the
"Management Contract"), plus interest on
any Working Capital Advances from the
date of such advances, in like money, in
accordance with the following terms and
provisions:
1. Defined
Terms. Capitalized terms used herein and not defined shall have
the meanings given them in the Management
Contract.
2. Interest. No
interest shall accrue on any Minimum Guaranteed Payment
Advances. Each Working Capital Advance as
and when made pursuant to the terms of
the Amended Memorandum Agreement shall bear
interest at the Interest Rate, as
described herein, from and including the
date the proceeds of such Working
Capital Advance are advanced (such date the
"Funding Date" of such Advance)
through the date of payment.
3. Repayment;
Limited Recourse Obligations. The obligation of Maker to
repay the funds advanced shall be a Limited
Recourse obligation, as defined in
the Management Contract, and secured by the
real and personal property described
therein. Principal and interest, as
applicable, on each Minimum Guaranteed
Payment Advance and Working Capital Advance
(each an "Advance") shall be repaid
in accordance with the terms and provisions
set forth in the Management
Contract. The Maker shall have the right to
prepay all or any part of this
Operating Note at any time without penalty
or premium provided any partial
payment is at least $10,000 or an even
multiple thereof, but any such prepayment
shall be applied to the installments of
principal due hereunder in the inverse
order of maturity. In the event that the
term of the Management Contract is
tolled under Section 6.6 thereof, Maker's
obligation to make the monthly
installment payment hereunder shall be
likewise tolled until the tolling under
Section 6.6 ceases (except to the extent
that the Project shall receive any
business interruption insurance proceeds in
connection with tolling under
Section 6.6, in which case Maker's
obligation to make monthly installment
payments shall not be tolled).
4. Interest
Rate. The Interest Rate means an interest rate equal to the
greater of the prime rate of Chase
Manhattan Bank, N.A. (or any successor Bank
by acquisition or merger) plus two percent
(2%) per annum or the same rate as
the financing provided by any third party
lender for
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the development, construction and equipping
of the Project Facilities in place
at the time of the advance, fixed as of the
first business day of each calendar
month. Interest at the foregoing rate shall
accrue and shall be payable as a
Limited Recourse obligation as provided in
the Management Contract. Interest
shall be computed for the actual number of
days elapsed on the basis of a year
consisting of 360 days. It is intended that
the rate of interest hereon shall
never exceed the maximum rate, if any,
which may be legally charged on the Loan
evidenced by this Operating Note ("Maximum
Rate"), and if the provisions for
interest contained in this Operating Note
would result in a rate higher than the
Maximum Rate, interest shall nevertheless
be limited to the Maximum Rate and any
amounts which may be paid toward interest
in excess of the Maximum Rate shall be
applied to the reduction of principal, or,
at the lawfully exercised option of
the Lender, returned to Maker.
5. Record of Amounts Owed. Maker
hereby authorizes Lender to record on its
books all Advances made to the Maker and
all payments of principal amounts and
interest in respect of such Advances, which
shall be presumptive evidence as to
the outstanding principal amount of all
Advances; provided, however, that the
failure to make such notation with respect
to any Advance or payments shall not
limit or otherwise affect the obligations
of Maker.
6. Default;
Acceleration. If any Event of Default occurs, then the
outstanding principal amount of this
Operating Note, any interest accrued
thereon from time to time, and any other
sums then remaining unpaid hereunder,
at the option of the holder hereof and
without notice, shall become immediately
due and payable and Lender may exercise any
other rights or remedies available
under any Transaction Documents or
applicable law. Failure to exercise any such
option shall not constitute a waiver of the
right to exercise the same at a
later time or in the event of any
subsequent default. The following shall
constitute "Events of Default" for purposes
of this Operating Note:
(a) Failure by Maker to make timely
payments of any of the installments of
principal, interest or other amounts hereunder, which is not
cured
within ten (10) days after written notice of such nonpayment is
delivered to Maker; or
(b) T
