Exhibit 10.71
EXECUTION VERSION
SECOND AMENDED AND RESTATED LAKES DEVELOPMENT NOTE
$46,000,000 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 " 8.4 and 9.2.1 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 Forty-Six Million Dollars
($46,000,000.00) except as otherwise provided in Section 9.2.1(a) of the Development
Agreement.
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. Advances under this Note may, at Lakes'
option, be funded through transfer of funds from the Escrow Account; provided that
inter