EXHIBIT 10.184
EXECUTION VERSION
REAFFIRMATION OF GUARANTIES AND MORTGAGES
This Reaffirmation is dated as of the 25th day of January 2006, by and
among the Pokagon Properties, LLC, a Delaware limited liability company
("PPLLC") and Filbert Land Development, LLC, an Indiana limited liability
company ("Filbert" and together with PPLLC, collectively the "Band Designees")
and Great Lakes Gaming of Michigan, LLC, a Minnesota limited liability company
("Lakes"):
WITNESSETH:
WHEREAS, the Band and Lakes Entertainment, Inc., f/k/a Lakes Gaming, Inc.
("Lakes Entertainment") previously entered into a Development Agreement dated as
of July 8, 1999, (as assigned by Lakes Entertainment to Lakes pursuant to that
certain Assignment and Assumption Agreement dated October 16, 2000, as the same
has been or may be amended, by and among the Band, Lakes Entertainment and
Lakes, and amended by a Second Amended and Restated Assignment and Assumption
Agreement of even date hereof ("Assignment Agreement")); and as amended and
restated by that certain First Amended and Restated Development Agreement dated
October 16, 2000 by and between the Band and Lakes, by that certain Second
Amended and Restated Development Agreement dated as of December 22,2004 by and
between the Band and Lakes, and by that certain Third Amended and Restated
Development Agreement dated of even or near date hereof by and between the Band
and Lakes (collectively and as heretofore and hereafter further amended,
substituted, restated or modified, the "Development Agreement"), pursuant to
which the Band has engaged Lakes to, among other things, assist the Band in the
design, development, construction and management of the Facility; and
WHEREAS, Article 2 of the Development Agreement provides, among other
things, that Lakes shall finance the acquisition of all parcels of land
comprising the Gaming Site and the Non-Gaming Lands through the making of
advances (a) under the Lakes Note for the acquisition of each parcel of land
constituting the Gaming Site (all such advances, whether heretofore or hereafter
made, shall be collectively referred to as the "Gaming Site Advances"), and (b)
under the Non-Gaming Land Acquisition Line of Credit for each parcel of land
constituting the Non-Gaming Lands (all such advances, whether heretofore or
hereafter made, shall be collectively referred to as the "Non-Gaming Land
Advances" and together with all Gaming Site Advances shall be collectively
referred to as the "Advances"); and
WHEREAS, as further provided in Article 2 of the Development Agreement, all
of the Gaming Site Advances and the Non-Gaming Land Advances are to be secured
by mortgages in favor of Lakes on the related parcels of land constituting the
Gaming Site and the Non-Gaming Lands; and
WHEREAS, the Band, with the consent of Lakes, has formed and may hereafter
form certain related entities known as "Band Designees", including but not
limited to PPLLC and Filbert, for the purpose of, at Band's option, acquiring
title to all or a portion
of the Gaming Site and all or a portion of the Non-Gaming Lands; and
WHEREAS, each of the Advances (to the extent made in connection with any
Band Designee's acquisition of Gaming Site or Non-Gaming Land parcels) will be
made available by the Band to the Band Designee for the purpose of paying all
costs associated with the acquisition of the parcels of land constituting the
Gaming Site and the Non-Gaming Lands; and
WHEREAS, Lakes has required and will be requiring each Band Designee to
execute and deliver to Lakes certain Band Designee Guaranties and Band Designee
Mortgages (as each of such terms are defined in the Development Agreement) and
amendments thereto from time to time, including without limitation the Band
Designee Guaranties and Band Designee Mortgages described on Exhibit A attached
hereto, in connection with each acquisition of parcels of land related to the
Gaming Site and the Non-Gaming Lands, all as a condition precedent to the making
of such Advances; and
WHEREAS, in connection with the execution of the Third Amended and Restated
Development Agreement, Lakes requires each of the Band Designees to reaffirm the
Band Designee Guaranties and Band Designee Mortgages and the Band Designees
desire to reaffirm each of the Band Designee Guaranties and Band Designee
Mortgages pursuant to the terms hereof.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, and as an inducement to the Lakes to make the Advances to the Band
and to execute the Third Amended and Restated Development Agreement, each of the
Band Designees agrees as follows:
1. Recitals True. The above recitals are true.
2. Definitions. Capitalized terms used but not otherwise defined herein and
defined in the Development Agreement, the Band Designee Guaranties or the Band
Designee Mortgages, as applicable, shall have the same meaning herein as
therein.
3. Consent and Reaffirmation. Each Band Designee hereby (i) acknowledges
receipt of a copy, and consents to the execution and delivery by the Band, of
the Third Amended and Restated Development Agreement and each of the other
Transaction Documents (as defined in the such Third Amended and Restated
Development Agreement and including, without limitation, each of the documents
and agreements referenced in Section 15.17 thereof), and further consents to
each of the terms and provisions set forth therein, and (ii) represents,
warrants and confirms that each of the Band Designee Guaranties and Band
Designee Mortgages executed by it remains in full force and effect in accordance
with its original terms.
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Dated as of January 25, 2006
POKAGON PROPERTIES, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By: Pokagon Band of Potawatomi Indians
Its: Member
By: /s/ John Miller
------------------------------------
John Miller
Its: Chairman
And
By: /s/ Daniel Rapp
------------------------------------
Daniel Rapp
Its: Secretary
FILBERT LAND DEVELOPMENT, LLC,
AN INDIANA LIMITED LIABILITY COMPANY
By: Pokagon Band of Potawatomi Indians
Its: Member
By: /s/ John Miller
------------------------------------
John Miller
Its: Chairman
And
By: /s/ Daniel Rapp
------------------------------------
Daniel Rapp
Its: Secretary
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EXHIBIT A
SCHEDULE OF BAND DESIGNEE MORTGAGES AND GUARANTIES
I. SCHEDULE OF MORTGAGES
A. BERRIEN COUNTY, MICHIGAN MORTGAGES:
1. Pokagon Properties, LLC executed and delivered to Lakes Gaming,
Inc. that certain Mortgage dated March 9, 2000 which Mortgage was
recorded on March 24, 2000 in Liber 2040, Page 1032, Berrien
County Register of Deeds ("Berrien Mortgage").
2. The Berrien Mortgage was amended by that certain Amendment to
Mortgage dated April 20, 2000 which Amendment was recorded on
April 28, 2000 in Liber 2047, Page 1205, Berrien County Register
of Deeds.
3. The Berrien Mortgage was further amended by that certain Second
Amendment to Mortgage dated May 9, 2000 which Second Amendment
was recorded on May 18, 2000 in Liber 2052, Page 959, Berrien
County Register of Deeds.
4. The Berrien Mortgage was further amended by that certain Third
Amendment to Mortgage dated June 8, 2000 which Third Amendment
was recorded on July 11, 2000 in Liber 2063, Page 1512 and Page
1520, Berrien County Register of Deeds.
B. VAN BUREN COUNTY, MICHIGAN MORTGAGES:
1. Pokagon Properties, LLC executed and delivered to Lakes Gaming,
Inc. that certain Mortgage dated March 9, 2000 which Mortgage was
recorded on March 28, 2000 in Liber 1287, Page 0547, Van Buren
County Register of Deeds ("Van Buren Mortgage").
2. The Van Buren Mortgage was amended by that certain Amendment to
Mortgage dated July 17, 2000 which Amendment was recorded on
September 14,2000 in Liber 1314, Page 0854, Van Buren County
Register of Deeds.
3. The Van Buren Mortgage was further amended by that certain Second
Amendment to Mortgage dated November 14, 2000 by Pokagon
Properties, LLC and Great Lakes Gaming of Michigan, LLC which
Amendment was recorded on May 1, 2001 in Book 1330 at Page 960,
Van Buren County Register of Deeds.
C. CASS COUNTY, MICHIGAN MORTGAGES:
1. Pokagon Properties, LLC executed and delivered to Lakes Gaming,
Inc. that certain Mortgage dated September 25, 2000 which
Mortgage was recorded on October 18, 2000 in Liber 00747, Page
0159, Cass County Register of Deeds ("Cass Mortgage").
2. The Cass Mortgage was amended by that certain Amendment to
Mortgage by Pokagon Properties, LLC and Great Lakes Gaming of
Michigan, LLC dated November 14, 2000 which Amendment was
recorded on January 8, 2001 in Liber 00754, Page 0511, Cass
County Register of Deeds.
3. The Cass Mortgage was further amended by that certain Second
Amendment to Mortgage by Pokagon Properties, LLC and Great Lakes
Gaming of Michigan, LLC dated December 14, 2000 which Amendment
was recorded on April 30, 2001 in Liber 00766, Page 1137, Cass
County Register of Deeds.
4. The Cass Mortgage was further amended by that certain Third
Amendment to Mortgage by Pokagon Properties, LLC and Great Lakes
Gaming of Michigan, LLC dated February 7, 2001 which Amendment
was recorded on April 30, 2001 in Liber 00766, Page 1172, Cass
County Register of Deeds.
5. The Cass Mortgage was further amended by that certain Fourth
Amendment to Mortgage by Pokagon Properties, LLC and Great Lakes
Gaming of Michigan, LLC dated April 30, 2001 which Amendment was
recorded on June 8, 2001 in Liber 00772, Page 1074, Cass County
Register of Deeds.
6. A Partial Discharge of the Cass Mortgage, dated October 7, 2003,
was executed by Great Lakes Gaming of Michigan, LLC, which
Partial Discharge of Mortgage was recorded on December 29, 2003,
in Liber 00974, pp. 0907 and 0908, Cass County Register of Deeds.
II. BAND DESIGNEE GUARANTIES
A. FILBERT LAND DEVELOPMENT, LLC ("FILBERT")
1. Filbert executed and delivered to Great Lakes Gaming of Michigan,
LLC that certain Guaranty dated February 28, 2001.
B. POKAGON PROPERTIES, LLC ("POKAGON")
1. Pokagon executed and delivered to Lakes Gaming, Inc. that certain
Guaranty dated March 9, 2000 ("Pokagon Guaranty").
2. Lakes Gaming, Inc.'s rights and obligations under the Pokagon
Guaranty were assigned to Great Lakes of Michigan, LLC pursuant
to that certain Assignment and Assumption Agreement dated October
16, 2000 by and among Great Lakes of Michigan, LLC, Lakes Gaming,
Inc. and the Pokagon Band of Potawatomi Indians, as amended by a
First Amendment to Assignment and Assumption Agreement dated as
of December 22, 2004 and a Second Amended and Restated Assignment
and Assumption Agreement dated as of January 25, 2006.
** Lakes Gaming, Inc. assigned its right, title and interest in these
Mortgages to Great Lakes of Michigan, LLC by Assignment of Mortgage
("Assignment") dated October 16, 2000 which Assignment was recorded January
17, 2001 in Book 1324, Page 529, Van Buren County Register of Deeds and
recorded February 1, 2001 in Liber 2106, Page 21, Berrien County Register
of Deeds and recorded January 5, 2001 in Liber 00754, Page 0186, Cass
County Register of Deeds. On November 27, 2000, Great Lakes of Michigan,
LLC changed its name to Great Lakes Gaming of Michigan, LLC.