Exhibit 10.6
GUARANTOR SECURITY AGREEMENT
THIS AGREEMENT is made this 15 day of December, 2005, between each of the
undersigned, as debtor (herein individually and collectively called the
"DEBTOR") and XXXX XXXXXX FAMILY PARTNERSHIP, a Minnesota general partnership
(herein, with its participants, successors and assigns, called the "SECURED
PARTY"), as secured party.
Each Debtor has guaranteed the indebtedness of Lakes Entertainment, Inc.,
a Minnesota corporation and Lakes Poker Tour, LLC, a Minnesota limited liability
company (each a "Borrower" and together the "Borrowers") to the Secured Party
pursuant to the terms of that certain Guaranty of even date herewith (the
"Guaranty"). All capitalized terms not otherwise defined herein, shall have the
meaning set forth in that certain Loan Agreement of even date herewith by and
between the Debtor and the Borrowers (the "Loan Agreement").
For good and valuable consideration, each Debtor hereby agrees for the
benefit of the Secured Party as follows:
1.01 Debtor hereby grants the Secured Party a security interest
(collectively referred to as the "Security Interests") in all personal property
of the Debtor, including the property described below, as security for the
payment and performance of each and every debt, liability and obligation of
every type and description which Debtor or Borrowers, may now or at any time
hereafter owe to the Secured Party arising under the Guaranty (whether such
debt, liability or obligation now exists or is hereafter created or incurred,
and whether it is direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or sole, joint,
several or joint and several; all such debts, liabilities and obligations are
herein collectively referred to as the "Obligations"). The Security Interests
shall attach to all personal property of Debtor and all products and proceeds
thereof, whether now owned or hereafter acquired, including the following
(collectively, the "Collateral"):
(a) All equipment ("Equipment") fixtures, and inventory
("Inventory") (including all goods held for sale, lease or demonstration or to
be furnished under contracts of service, goods leased to others, trade-ins and
repossessions, raw materials, work in process and materials or supplies used or
consumed in Debtor's business), including all spare and repair parts, special
tools, equipment and replacements for any of the foregoing, and any software
embedded therein or related thereto;
(b) All accounts ("Receivables"), contract rights, documents,
chattel paper (including electronic chattel paper), instruments, and general
intangibles, and all returned or repossessed goods the sale of which gave rise
to any of the foregoing;
(c) All financial assets, investment property, securities (whether
certificated or uncertificated, and including investment company securities),
security entitlements, securities accounts, commodity contracts, and commodity
accounts, including all substitutions and additions thereto, and all dividends,
distributions and sums distributable or payable from, upon or in respect of such
property;
(d) All commercial tort claims;
(e) All deposit accounts;
(f) All letter-of-credit rights;
(g) All supporting obligations that support the payment or
performance of any of the foregoing; and
(h) All additions and accessions to, all proceeds, products,
offspring and profits of, and all rights and privileges incident to, any of the
foregoing.
1.02 Debtor represents, warrants and agrees that:
(a) Debtor has (or will have at the time it acquires rights in Collateral
hereafter arising) and will maintain so long as the Security Interests may
remain outstanding, absolute title to each item of Collateral and all proceeds
thereof, free and clear of all interests, liens, attachments, encumbrances and
security interests except the Security Interests as provided herein, and except
as the Secured Party may otherwise agree in writing. Debtor will defend the
Collateral against all claims or demands of all persons (other than the Secured
Party) claiming the Collateral or any interest therein, Debtor will not sell or
otherwise dispose of any material portion of the Collateral or any interest
therein except for the sale of Inventory in the normal course of Debtor's
business, without the Secured Party's prior written consent.
(b) Debtor does business solely under its own name and the trade names (if
any) set forth below (or if none are listed, Debtor warrants that it does not
have any tradenames). The chief executive office of Debtor is located at the
address set forth below and all of Debtor's records relating to its business or
the Collateral are kept at that location. The addresses where the Collateral
will be kept, if different from that appearing below Debtor's signature, are set
forth in Exhibit A. No Collateral will be kept at any other location, except for
job sites from time to time, without the prior written consent of Secured Party,
but the parties intend that the Collateral, wherever located, is covered by this
Agreement. Debtor will not permit any tangible Collateral or any records
pertaining to Collateral to be located in any state or area in which, in the
event of such location, a financing statement covering such Collateral would be
required to be, but has not in fact been, filed in order to perfect the Security
Interests. Debtor will not change its name or the location of its place of
business, without prior written notice to the Secured Party. Debtor shall advise
Secured Party in writing at least thirty (30) days before any change of name,
identity, form of organization, state of organization, corporate structure, or
chief executive office.
(c) [Intentionally omitted].
(d) Each right to payment and each instrument, document, chattel paper and
other agreement constituting or evidencing Collateral is (or, in the case of all
future Collateral, will be when arising or issued) the valid, genuine and
legally enforceable obligation, subject to no defense, setoff or counterclaim,
of the account debtor or other obligor named therein or in Debtor's records
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pertaining thereto as being obligated to pay such obligation. Except in the
ordinary course of Debtor's business, Debtor will not agree to modify, amend,
subordinate, cancel or terminate the obligation of any such account debtor or
other obligor, without the Secured Party's prior written consent.
(e) Debtor will keep all tangible Collateral in good repair, working order
and condition, normal depreciation excepted, and will, from time to time,
replace any worn, broken or defective parts.
(f) Debtor will promptly pay all taxes and other governmental charges
levied or assessed upon or against any Collateral or upon or against the
creation, perfection or continuance of the Security Interests.
(g) Debtor will keep all Collateral free and clear of all security
interests, liens and encumbrances except the Security Interests provided herein
and except other security interests approved in writing by the Secured Party.
(h) Debtor will at all reasonable times permit the Secured Party or its
representatives to examine or inspect any Collateral, or any evidence of
Collateral, wherever located, and Debtor will at any time and from time to time
send requests for verification of accounts or notices of assignment to account
debtors and other obligors.
(i) Debtor will keep accurate and complete records pertaining to the
Collateral and pertaining to Debtor's business and financial condition, prepared
on the basis of generally accepted accounting principles consistently applied;
will submit to the Secured Party such weekly, monthly and other periodic reports
concerning the Collateral and Debtor's business and financial condition as the
Secured Party may from time to time request; and will permit the Secured Party,
or its employees, accountants, attorneys or agents, to examine and copy any or
all of its records at any time during Debtor's business hours.
(j) Debtor will promptly notify the Secured Party of any loss of or
material damage to any Collateral or of any substantial adverse change, known to
Debtor, in any Collateral or the prospect of payment thereof.
(k) Upon request by the Secured Party, whether such request is made before
or after the occurrence of an Event of Default, Debtor will promptly deliver to
the Secured Party in pledge all instruments, documents and chattel papers
constituting Collateral, duly endorsed or assigned by Debtor.
(l) Debtor will at all times keep its business and all tangible Collateral
insured against risks of fire (including so-called extended coverage), theft,
collision (for Collateral consisting of motor vehicles) and such other risks and
in such amounts as the Secured Party may reasonably request, with a Secured
Party's loss payee endorsement to the Secured Party to the extent of its
interest.
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(m) Debtor will pay or reimburse the Secured Party on demand for all costs
of collection of any of the Obligations and all other out-of-pocket expenses
(including in each case all reasonable attorneys' fees and legal expenses)
incurred by the Secured Party in connection with the creation, perfection,
protection, satisfaction, foreclosure or enforcement of the Security Interests
or the creation, continuance or enforcement of this Agreement or any or all of
the Obligations.
(n) Debtor will use and keep the Collateral, and will require that others
use and keep the Collateral, only for lawful purposes, without violation of any
federal, state or local law, statute or ordinance.
(o) Debtor from time to time will execute and deliver or endorse any and
all instruments, documents, conveyances, assignments, security agreements,
financing statements and other agreements and writings which the Secured Party
may reasonably request in order to secure, protect, perfect or enforce the
Security Interests or the rights of the Secured Party under this Agreement (but
any failure to request or assure that Debtor executes, delivers or endorses any
such item shall not affect or impair the validity, sufficiency or enforceability
of this Agreement and the Security Interests, regardless of whether any such
item was or was not executed, delivered or endorsed in a similar context or on a
prior occasion).
If Debtor at any time fails to perform or observe any of the foregoing
agreements, and if such failure shall continue for a period of 30 calendar days
after the Secured Party gives Debtor written notice thereof (or in the case of
the agreements contained in clauses (g) and (1) above, immediately upon the
occurrence of such failure, without notice or lapse of time), the Secured Party
may, but need not, perform or observe such agreement on behalf and in the name,
place and stead of Debtor (or, at the Secured Party's option, in the Secured
Party's name) and may, but need not, take any and all other actions which the
Secured Party may reasonably deem necessary to cure or correct such failure
(including, without limitation, the payment of taxes, the satisfaction of
security interests, liens or encumbrances, the performance of obligations owed
to account debtors or other obligors, the procurement and maintenance of
insurance, the execution of assignments, security agreements and financing
statements, and the endorsement of instruments); and Debtor shall thereupon pay
to the Secured Party on demand the amount of all monies expended and all costs
and expenses (including reasonable attorneys' fees and legal expenses) incurred
by the Secured Party in connection with or as a result of the performance or
observance of such agreements or the taking of such action by the Secured Party,
together with interest thereon from the date expended or incurred at the highest
lawful rate then applicable to any of the Obligations. Subject to the 30 day
cure period, to facilitate the performance or observance by the Secured Party of
such agreements to Debtor, Debtor hereby irrevocably appoints the Secured Party,
or the delegate of the Secured Party, acting alone, as the attorney-in-fact of
Debtor with the right (but not the duty) from time to time to create, prepare,
complete, execute, deliver, endorse or file in the name and on behalf of Debtor
any and all instruments, documents, assignments, security agreements, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed, delivered or endorsed by Debtor under this
Section 1.02.
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1.03 With respect to any or all rights to payment constituting Collateral
the Secured Party may at any time after the occurrence of an Event of Default
notify any account debtor or other person obligated to pay the amount due that
such right to payment has been assigned or transferred to the Secured Party for
security and shall be paid directly to the Secured Party. Debtor will join in
giving such notice, if the Secured Party so requests. At any time after Debtor
or the Secured Party gives such notice to an account debtor or other obligor,
the Secured Party may, but need not, in the Secured Party's name or in Debtor's
name demand, xxx for, collect or receive any money or property at any time
payable or receivable on account of, or securing, any such right to payment, or
grant any extension to, make any compromise or settlement with or otherwise
agree to waive, modify, amend or change the obligations (including collateral
obligations) of any such account debtor or other obligor;.
1.04 As additional security for the payment and performance of the
Obligations, Debtor hereby assigns to the Secured Party any and all monies
(including, without limitation, proceeds of insurance and refunds of unearned
premiums) due or to become due under, and all other rights of Debtor with
respect to, any and all policies of insurance now or at any time hereafter
covering the Collateral or any evidence thereof or any business records or
valuable papers pertaining thereto, and Debtor hereby directs the issuer of any
such policy to pay all such monies directly to the Secured Party after the
occurrence of any Event of Default, the Secured Party may (but need not), in the
Secured Party's name or in Debtor's name, execute and deliver proof of claim,
receive all such monies, endorse checks and other instruments representing
payment of such monies, and adjust, litigate, compromise or release any claim
against the issuer of any such policy.
1.05 Upon the occurrence of any Event of Default and at any time
thereafter, the Secured Party may exercise one or more of the following rights
and remedies: (i) declare all unmatured Obligations to be immediately due and
payable, and the same shall thereupon be immediately due and payable, without
presentment or other notice or demand (but the Secured Party expressly reserves
the right to demand payment of any Obligation payable on demand, at any time,
whether or not an Event of Default has occurred or is continuing); (ii) exercise
and enforce any and all rights and remedies available upon default to a secured
party under the Uniform Commercial Code, including, without limitation, the
right to take possession of Collateral, or any evidence thereof, proceeding
without judicial process or by judicial process (without a prior hearing or
notice thereof, which Debtor hereby expressly waives) and the right to sell,
lease or otherwise dispose of any or all of the Collateral, and in connection
therewith Debtor will on demand assemble the collateral and make it available to
the Secured Party at a place to be designated by the Secured Party which is
reasonably convenient to both parties, and the Secured Party shall have the
right to take immediate possession of the Collateral and may enter any of the
premises of Debtor or wherever the Collateral is located with or without process
of law and to keep and store the same on said premises until sold (and if said
premises be the property of Debtor, Debtor agrees not to charge the Secured
Party or a purchaser from the Secured Party for storage thereof for a period of
at least 90 days). If notice to Debtor of any intended disposition of Collateral
or any other intended action is required by law in a particular instance, such
notice shall be deemed commercially reasonable if given (in the manner specified
in Section 1.07) at least ten (10) calendar days prior to the date of intended
disposition or other action; (iii) without notice or demand offset any
indebtedness the Secured Party or any of its
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participants, successors or assigns then owes to Debtor, whether or not then
due, against any Obligation then owed to the Secured Party or any of its
participants, successors or assigns by Debtor, whether or not then due; and (iv)
exercise or enforce any and all other rights or remedies available by law or
agreement against the Collateral, against Debtor, or against any other person or
property. The proceeds of all sales and collections will be applied first to all
reasonable expenses of retaking, holding, preparing for sale, selling and the
like, including reasonable attorneys' fees and legal expenses (whether or not
suit is commenced) including, without limitation, reasonable attorneys' fees and
legal expenses incurred in connection with any appeal of a lower court's order
or judgment and second to the payment (in whatever order the Secured Party
elects) of all other Obligations chargeable to Debtor in connection with the
loan transactions with Secured Party. Subject to the provisions of the
Commercial Code, the Secured Party will return any excess to the Debtor and the
Debtor shall remain liable to the Secured Party for any deficiency.
1.06 This Agreement does not contemplate a sale of accounts, contract
rights or chattel paper, and, as provided by law, Debtor is entitled to any
surplus and shall remain liable for any deficiency. The Secured Party's duty of
care with respect to Collateral in its possession (as imposed by law) shall be
deemed fulfilled in the selection of the bailee or other third person, and the
Secured Party need not otherwise preserve, protect, insure or care for any
Collateral. The Secured Party shall not be obligated to preserve any rights
Debtor may have against prior parties, to realize on the Collateral at all or in
any particular manner in order or to apply any cash proceeds of the Collateral
in any particular order of application.
1.07 This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interests can be released, only explicitly in a
writing signed by the Secured Party. A waiver so signed shall be effective only
in the specific instance and for the specific purpose given. Mere delay or
failure to act shall not preclude the exercise or enforcement of any rights or
remedies available to the Secured Party. All rights and remedies of the Secured
Party shall be cumulative and may be exercised singularly in any order or
sequence, or concurrently, at the Secured Party's option, and the exercise or
enforcement of any such right or remedy shall neither be a condition to nor bar
the exercise or enforcement of any other. All notices to be given to Debtor
shall be deemed sufficiently given if delivered or mailed by registered,
certified or ordinary mail, postage prepaid, to Debtor at its address set forth
below or at its most recent address shown on the Secured Party's records.
1.08 An Event of Default under the Loan Agreement shall constitute an
"Event of Default" hereunder.
1.09 The Secured Party and its participants, if any, are not partners or
joint venturers, and the Secured Party shall not have any liability or
responsibility for any obligation, act or omission of any of its participants.
1.10 Debtor hereby:
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(a) waives (A) presentment, demand, notice of nonpayment, protest and
notice of protest on the Obligations; and (B) notice of the creation or
incurrence of the Obligations;
(b) agrees that Secured Party may from time to time, without notice to
Debtor, which notice is hereby waived by Debtor, extend, review or compromise
the Obligations, in whole or in part, without releasing, extinguishing or
affecting in any manner whatsoever the security interest granted hereunder, the
foregoing acts being hereby consented to by Debtor;
(c) agrees that Secured Party shall not be required to first resort for
payment to any other person, entity or corporation, their properties or estates,
or any other right to remedy whatsoever, prior to enforcing this Agreement;
(d) agrees that this Agreement shall be and be construed as a continuing,
absolute and unconditional agreement of Debtor without regard to (A) the
validity, regularity or enforceability of the Obligations or the disaffirmance
thereof in any insolvency or bankruptcy proceeding relating to any Borrower
and/or the Debtor, or (B) any event or any conduct or action of the Secured
Party or and other party which might otherwise constitute a legal or equitable
discharge of a surety or of the mortgage or security interest granted hereunder
but for this provision;
(e) agrees that this Agreement shall remain in full force and effect and
be binding upon Debtor until the Obligations are paid in full;
(f) agrees that Secured Party is expressly authorized to renew, extend,
compromise, exchange, release or surrender, any or all collateral and security
pledged by the Debtor or any other party to Secured Party to secure all or any
part of the Obligations, with or without consideration and without notice to
Debtor and without in any manner affecting the security interest granted
hereunder; and that the security interest granted hereunder shall not be
affected or impaired by any failure, neglect or omission on the party of Secured
Party to realize upon the Obligations, or upon any collateral or security
therefor, nor by the taking by Secured Party of any other security agreement or
guaranty to secure the Obligations or any other indebtedness of any Borrower
and/or the Debtor to Secured Party, nor by any act or failure to act whatsoever
which but for this provision might or could in law or in equity act to release
the mortgage or security interest granted hereunder;
(g) agrees that Debtor may be joined in any action or proceeding commenced
in connection with or based upon the Obligations and this Agreement may be
enforced in any such action or proceeding or in any independent action or
proceeding against Debtor shall any Borrower fail to duly and punctually pay any
of the principal of or interest, late charges or prepayment premium, if any, on
the Note, without any requirement that Secured Party first assert, prosecute or
exhaust any remedy or claim against any other party;
(h) agrees that no waiver by Secured Party of any right or remedy shall be
a waiver of any other right or remedy of the same right or remedy on a later
occasion;
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(i) agrees that no delay or failure by Secured Party to exercise any right
or remedy hereunder or under applicable law shall be a waiver of such right or
remedy; and no single or partial exercise by Secured Party of any such right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy at another time;
(j) agrees that each remedy of the Secured Party hereunder is distinct and
cumulative to each other right or remedy under any other document related
hereto, or afforded by law, and may be exercised concurrently or independently.
1.11 This Agreement, and the Security Interests granted hereby, shall be
binding upon Debtor, its successors and assigns, and shall inure to the benefit
of and be enforceable by the Secured Party and each and all of its participants,
successors and assigns, and shall be effective when executed by Debtor and
delivered to the Secured Party whether or not this Agreement is executed by the
Secured Party. All rights and powers specifically conferred upon the Secured
Party may be transferred or delegated to any of the participants, successors or
assigns of the Secured Party. Except to the extent otherwise required by law,
this Agreement and the transaction evidenced hereby shall be governed by the
substantive laws of the state of Minnesota. If any provision or application of
this Agreement is held unlawful or unenforceable in any respect, such illegality
or unenforceability shall not affect other provisions or applications which can
be given effect, and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby. All representations and warranties contained in this
Agreement or in any other agreement between Debtor and the Secured Party shall
survive the execution, delivery and performance of this Agreement and the
creation and payment of the Obligations. Debtor waives notice of the acceptance
of this Agreement by the Secured Party.
[The rest of this page is intentionally left blank.]
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IN WITNESS WHEREOF, this Security Agreement has been duly executed and
delivered by the proper officers thereunto duly authorized on the day and year
first above written.
GREAT LAKES GAMING OF MICHIGAN, LLC
By: /s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES JAMUL, INC.
By: /s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES KEAN ARGOVITZ RESORTS - CALIFORNIA, LLC
By: /s/ Xxxxxxx Xxxx
--------------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
[SIGNATURE PAGE 1 OF 5 TO SECURITY AGREEMENT]
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LAKES SHINGLE SPRINGS, INC.
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES KAR - SHINGLE SPRINGS, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES GAME DEVELOPMENT, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES NIPMUC, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
[SIGNATURE PAGE 2 OF 5 TO SECURITY AGREEMENT]
00
XXXXX XXXXXXXXX, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
PACIFIC COAST GAMING - SANTA XXXX, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
BORDERS LAND COMPANY, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES KICKAPOO CONSULTING, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
[SIGNATURE PAGE 3 OF 5 TO SECURITY AGREEMENT]
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LAKES KICKAPOO MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
XXXXX XXXX CONSULTING, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
XXXXX XXXX MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES PAWNEE CONSULTING, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
[SIGNATURE PAGE 4 OF 5 TO SECURITY AGREEMENT]
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LAKES PAWNEE MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
LAKES GAMING MISSISSIPPI, LLC
By: /s/ Xxxxxxx Xxxx
-------------------------------
Xxxxxxx Xxxx
Its: Chief Financial Officer
Address: 000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
[SIGNATURE PAGE 5 OF 5 TO SECURITY AGREEMENT]
