EXHIBIT 10.15
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
This First Amendment to Third Amended and Restated Development
Agreement (this "First Amendment") is made as of the 1st day of June, 2006, by
and between the POKAGON BAND OF POTAWATOMI INDIANS (the "Band"), the Pokagon
Gaming Authority (the "Authority"), and GREAT LAKES GAMING OF MICHIGAN, LLC, a
Minnesota limited liability company (f/k/a Great Lakes of Michigan, LLC, ("Great
Lakes").
RECITALS
A. Great Lakes and the Band entered into a Third Amended and Restated
Development Agreement dated as of January 25, 2006 (the "Third Amended and
Restated Development Agreement"), which amended and restated a Second Amended
and Restated Development Agreement dated as of December 22, 2004, which amended
and restated a First Amended and Restated Development Agreement dated as of
October 16, 2000, which amended and restated a Development Agreement dated as of
July 8, 1999, between Lakes Entertainment, Inc., f/k/a Lakes Gaming, Inc.
("Lakes") and the Band which Lakes assigned to Great Lakes pursuant to an
Assignment and Assumption Agreement dated as of October 16, 2000 and the Band
assigned to the Pokagon Gaming Authority pursuant to an Assignment and
Assumption Agreement dated as of May 25, 2006.
B. This First Amendment amends the Third Amended and Restated Development
Agreement to reflect the intent of the Band, the Authority, and Great Lakes to
have the term of the Third Amended and Restated Development Agreement expire no
later than six years and eleven months after the date land was first taken into
trust for the Band by the United States, which occurred on January 27, 2006,
unless terminated earlier in accordance with its terms.
NOW, THEREFORE, in consideration of the mutual covenants, conditions
and promises herein contained, the receipt and sufficiency of which are
expressly acknowledged, the Band, the Authority, and Great Lakes hereby agree as
follows:
SECTION 1. AMENDMENT TO SECTION 7.1. Section 7.1 of the Third Amended and
Restated Development Agreement is hereby amended and restated in its entirety to
read as follows:
Section 7.1. Term.
This Agreement shall enter into and remain in full force and effect
from the date of execution hereof until, unless earlier terminated in accordance
with its terms, the earlier of:
(a) December 27, 2012; and
(b) the later of:
(i) seven (7) years from the Commencement Date, provided that if
the Term of the Management Agreement is reduced to five (5) years
pursuant to (section) 3.2 of the Management Agreement, the term of this
Agreement shall be five (5) years plus the
period of development and construction, or such earlier date as the
Management Agreement shall have been terminated in accordance with its
terms; and
(ii) the date on which all obligations owed to Great Lakes by
the Authority pursuant to this Agreement and any related notes have
been satisfied in full or otherwise discharged.
SECTION 2. MISCELLANEOUS. Capitalized but undefined terms used herein have the
meanings set forth in the Third Amended and Restated Development Agreement. All
other provisions of the Third Amended and Restated Development Agreement not
modified by this First Amendment shall remain in full force and effect. All
provisions relating to governing law, jurisdiction, waivers of sovereign
immunity, arbitration and waivers of rights to tribal courts contained in the
Third Amended and Restated Development Agreement shall remain in full force and
effect and shall apply to this First Amendment. This First Amendment may be
executed in any number of counterparts and by the different parties on separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which counterparts, taken together, shall constitute but
one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first referenced above.
[Signature Pages follow]
POKAGON BAND OF POTAWATOMI
INDIANS
By /s/ Xxxx Xxxxxx
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Its: Council Chairman
By /s/ Xxxx Xxxxxxxxxx
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Its: Secretary
POKAGON GAMING AUTHORITY
By /s/ Xxxx Xxxxxx
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Its: President/CEO
By /s/ Xxxx Xxxxxxxxxx
-----------------------
Its: Secretary
[Signature Page to First Amendment to Third Amended and Restated Development
Agreement]
GREAT LAKES GAMING OF MICHIGAN LLC
By: /s/ Xxxxxxx Xxxx
----------------------
Its: Pres/CFO
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[Signature Page to First Amendment to Third Amended and Restated
Development Agreement]
