MEMBER CONTROL AGREEMENT
PACIFIC COAST GAMING -- SANTA ROSA, LLC
This AMENDMENT is entered into by and between Lakes Cloverdale, LLC, a Minnesota limited liability
company, and MRD Gaming, LLC, a California limited liability company (collectively, the "Members"), as of
February 28, 2003.
A. The Members entered into a Member Control Agreement (the "Agreement") with respect to Pacific Coast
Gaming -- Santa Rosa, LLC, a Minnesota limited liability company (the "Company") on October 12, 2000.
B. The Members are the sole members of the Company and have adopted this Amendment by a written action
dated February 28, 2003.
C. The Company has guaranteed certain debts of Pacific Coast Gaming -- Corning, LLC, a Minnesota limited
liability company ("Corning"), Corning has defaulted in the repayment of such debts, and the Lakes Corning,
LLC, a Minnesota limited liability company, has made a demand upon the Company for the repayment of such
D. The Members now desire to amend the Agreement to clarify its terms with respect to the repayment of such
debts by the Company.
For good and valuable consideration, the receipt of which is hereby acknowledged, the Members agree as
1. CAPITALIZED TERMS. Any capitalized terms used and not defined herein shall have the meaning set forth in
2. INTERNAL NET CASH FLOWS. Section 3.37 of the Agreement shall be replaced in its entirety with the
"'Internal Net Cash Flows'" with respect to the Company shall mean the net sum of the following, as reasonably
determined in good faith by the Board: (a) External Net Cash Flows, less (b) Overhead Fees paid as described
in Section 8.1, less (c) Project Manager Costs paid as described in Section 11 of the Participation
Agreement, less (d) payments of amortized amounts due Lakes Cloverdale on the Cloverdale Project
Development Loan and the Cloverdale Project Companies Loan, and amortized amounts due Lakes Corning,