ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement is made the 16th day of October, 2000, by and among Great Lakes of Michigan, LLC, a
Minnesota limited liability company ("Great Lakes"), Lakes Gaming, Inc., a Minnesota corporation ("Lakes"),
and the Pokagon Band of Potawatomi Indians (the "Band").
W I T N E S S E T H:
WHEREAS, the Band and Lakes have entered into a Development Agreement dated as of July 8, 1999 (the
"Development Agreement") and a Management Agreement dated as of July 8, 1999 (the "Management
Agreement"; collectively, with the Development Agreement, the "Agreements"), pursuant to which the Band has
engaged the Lakes to, among other things, assist the Band in the design, development, construction and
management of a gambling casino and certain related amenities (as defined in the Development Agreement, the
"Facility"); and
WHEREAS, pursuant to the Development Agreement Lakes has agreed to make certain payments and advances
to the Band, including without limitation the Transition Loan, the Lakes Development Loan and the Non-Gaming
Land Acquisition Line of Credit (collectively the "Lakes Loans"), and the Scholarship Program Fee, and has
agreed to perform development services with regard to the Facility, all on the terms set out in that Agreement;
and
WHEREAS, pursuant to the Management Agreement Lakes has agreed to manage the Facility on the terms set
out in that Agreement; and
WHEREAS, Lakes has informed the Band that it wishes to restructure its corporate organization by forming a
first tier subsidiary, Lakes Gaming and Resorts, LLC, a Minnesota limited liability company ("LG&R"), to own
the equity in second-tier subsidiaries, including Great Lakes, that will be engaged in gaming and gaming-related
businesses, and to assign its rights and obligations under the Agreements to Great Lakes as set out in this
Agreement (the "Restructuring"); and
WHEREAS, in connection with such Restructuring Lakes has requested that the Band consent to (i) the
assignment of Lakes' rights