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Exhibit 10.88
PAWNEE NOTE
Minnetonka, MN
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 CONSULTING, 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 aggregate
unpaid principal amount of all
advances made to Maker pursuant to the
"Project Preliminary Development Loan" as
set forth in Article 3 of the Gaming
Development Consulting Agreement dated
January 12, 2005 between the parties (the
"Gaming Development Consulting
Agreement"), plus interest thereon 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 Gaming
Development Consulting Agreement.
2. Advances.
Pursuant to the Gaming Development Consulting Agreement,
Lender has agreed to extend the Project
Preliminary Development Loan to Maker,
such funds to be loaned in more than one
advances (each, an "Advance") as
entered on the Schedule of Advances
attached hereto as Schedule A. Each Advance
shall bear interest at the Interest Rate,
as described herein, from and
including the date the proceeds of such
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 limited
to the Collateral as described in the
Gaming Development Consulting Agreement.
Commencing on the twenty-fifth (25th)
day after the Opening Date for the Project,
in the event the Project Preliminary
Development Loan has not previously been
repaid through the Project Permanent
Financing, principal and interest on this
Note shall be paid in twenty-four
equal monthly installments. Maker shall
have the right to prepay all or any part
of this Pawnee 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.
4. Interest
Rate. The Interest Rate means, as to each Advance, an interest
rate equal to the greater of the prime rate
of Chase Manhattan Bank, N.A. (or
any successor Bank) plus two percent (2%),
per annum or the same rate as the
Project Permanent Financing in place at the
time of the advance, fixed as of the
first business day of each calendar month.
Interest at the foregoing rate
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shall accrue and be compounded annually and
shall be payable solely from the
Collateral as provided in Gaming
Development Consulting Agreement. 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
Project Preliminary Development Loan
evidenced by Pawnee Note ("Maximum Rate"),
and if the provisions for interest
contained in this Pawnee 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 and on Schedule A attached hereto all
Advances made to the Maker and all
payments of principal amounts 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 in the payment of
any principal, interest or any other sums
when due hereunder, or in the
performance of any covenant or agreement
hereunder, and such default continues
beyond any applicable notice, grace and/or
cure period, then the outstanding
principal amount of the Project Preliminary
Development Loan, 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 the Gaming Development
Consulting Agreement 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 Pawnee
Note:
(a) Failure by Maker to make timely
payments of any of the installments of
principal,
interest or other amounts due hereunder, which is not cured
within ten (10) days after written notice of such non
