1
EXHIBIT 10.2
DOMINION ACCOUNT AGREEMENT
THIS DOMINION ACCOUNT AGREEMENT (the "Agreement"), dated effective as
of May 28, 1999, (the "Effective Date"), between the TUNICA-BILOXI TRIBE OF
LOUISIANA (the "Tribe"), a federally recognized Indian tribe, GRAND CASINOS OF
LOUISIANA, LLC - TUNICA-BILOXI, a Minnesota limited liability company (the
"Manager"), LAKES GAMING, INC., a Minnesota corporation ("Lakes Gaming"), THE
COTTONPORT BANK ("Cottonport Bank"), a bank chartered under the laws of the
State of Louisiana, and HIBERNIA NATIONAL BANK, a national banking association
("Hibernia");
WITNESSETH:
WHEREAS, the Tribe has the inherent power to conduct and regulate
gaming on its lands, subject only to the restrictions imposed by the Indian
Gaming Regulatory Act, Public Law 100-497 (the "IGRA"); and
WHEREAS, in accordance with the IGRA, the Tribe has adopted its Gaming
Ordinance No. 11-94 (the "Ordinance"), and has entered into a Tribal-State
Compact for the Conduct of Class III Gaming with the State of Louisiana; and
WHEREAS, under the Ordinance, the Tribe operates a gaming facility (the
"Casino") on its lands; and
WHEREAS, pursuant to that certain Amended and Restated Management &
Construction Agreement, dated as of November 1, 1991, (the "Management
Contract"), the Tribe engaged Grand Casinos of Louisiana, Inc.-Tunica-Biloxi
("GCI") to manage the Casino and to collect the receipts, pay the operating
expenses and to distribute the income thereof; and
WHEREAS, pursuant to that certain Assignment dated December 31, 1998,
GCI assigned to the Manager all of GCI's rights, title and interest in and to
the Management Contract; and
WHEREAS, the Tribe has consented to such an Assignment; and
WHEREAS, the Tribe has purchased, and intends to purchase gaming
equipment and other general equipment to utilize in the gaming operations at the
Casino; and
WHEREAS, the Tribe, as borrower, and Hibernia, as lender, have entered
into that certain Equipment Loan Agreement dated as of the Effective Date (the "
Equipment Loan Agreement"), under the terms of which Hibernia agreed to loan to
the Tribe sums not to exceed $6,000,000 to purchase gaming equipment and other
equipment to use in conjunction with gaming operations at the Casino; and
WHEREAS, the Tribe and the Manager desire to enter into this Agreement
in order to grant to Hibernia a security interest in the Gross Receipts (as
defined herein) and to provide for the receipt and deposit of the Gross Receipts
into the Casino Bank Accounts and the payment therefrom of certain sums to
Hibernia; and
WHEREAS, the parties hereto are willing to enter into this Agreement
and to undertake the
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT - PAGE 1
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duties set forth herein upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Unless the context otherwise requires, capitalized terms
which are not defined herein shall have the meaning ascribed to them in the Loan
Agreement.
Section 1.2 Defined Terms. The following terms when used herein shall
have the following meanings:
"Business Day" means a day other than (i) a Saturday or Sunday (ii) any
day on which banks located in the State of Louisiana are required or authorized
by law to remain closed.
"Casino Bank Accounts" means all of the bank accounts specified or
contemplated in Section 5.10 of the Management Contract, including without
limitation, the General Account and the Expense Account.
"Collateral" means the Gross Receipts and the Casino Bank Accounts and
the funds deposited or credited thereto from time to time.
"Entities" collectively means the Tribe and the Manager and "Entity"
means any one of the Entities.
"Enterprise" means the operation of the Casino by the Tribe and the
Manager pursuant to the Management Contract.
"Expense Account" means that certain Account No.111350-000-000 owned
and maintained by the Tribe with the Cottonport Bank as the Expense Account
pursuant to Section 5.10.2 of the Management Contract.
"Equipment Loan Note" means that certain promissory note dated as of
May 28, 1999, executed by the Tribe in favor of the Hibernia in an amount not to
exceed $6,000,000.00 which note was executed in connection with the Equipment
Loan Agreement.
"General Account" means that certain Account No. 111101-000-000 owned
and maintained by the Tribe with the Cottonport Bank as the General Account
pursuant to Section 5.10 of the Management Contract.
"Gross Receipts" has the meaning ascribed to it in Section 2.9 of the
Management Agreement; provided however, the term shall include all revenues
received by the Enterprise from the operations of the Hotel.
EQUIPMENT LOAN DOMINION AGREEMENT - PART 2
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"Hotel Loan Agreement" means that certain Commercial Loan Agreement
dated as of March 14, 1997, under the terms of which Cottonport Bank agreed to
loan to the Tribe sums not to exceed $16,500,000 to purchase and renovate a
hotel facility, and to refinance certain gaming equipment and to purchase other
new gaming equipment to use in conjunction with gaming operations at the Casino.
Cottonport Bank has participated to Hibernia one hundred percent (100%) of the
interests in the Hotel Loan Agreement and the Other Loan Documents (as defined
in the Hotel Loan Agreement) to Hibernia.
"Hotel Loan Note" means that certain promissory note dated as of March
14, 1997, executed by the Tribe in favor of the Cottonport Bank in an amount not
to exceed $16,500,000.00 which note was executed in connection with the Hotel
Loan Agreement. Cottonport Bank has participated to Hibernia one hundred percent
(100%) of the interests in the Hotel Loan Note.
"Loan Agreements" means the Equipment Loan Agreement and the Hotel Loan
Agreement and "Loan Agreement" means any one of the Loan Agreements.
"Management Committee" has the meaning ascribed to it in Section 2.11
of the Management Contract.
"Net Profits" shall have the meaning ascribed to it in Section 2.14 of
the Management Contract.
"Notes" means collectively the Hotel Loan Note and the Equipment Loan
Note and "Note" means any one of the Notes, together with all substitute or
replacement notes therefor, as well as all renewals, extensions, modifications,
refinancings, consolidations and substitutions of and for such a Note.
"Obligations" the indebtedness evidenced by the Notes, including
principal, interest, costs, expenses and attorneys' fees and all other fees and
charges, together with all other indebtedness and costs and expenses for which
the Tribe is responsible under this Agreement or for which the Tribe is
responsible under any of the Related Documents.
"Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other form of entity.
"Related Documents" means and include individually, collectively,
interchangeably and without limitation the Notes, the Loan Agreements,
guaranties, security agreements, financing statements and all other instruments,
agreements and documents, whether now or hereafter existing, executed in
connection with the Obligations.
ARTICLE 2
COVENANTS
Unless Hibernia's prior written consent to the contrary is obtained,
each of the Entities will at all
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT - PART 3
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times comply with the covenants contained in this Article 2, from the date
hereof and continuing thereafter for so long as the Obligations, or any portion
thereof, are outstanding.
Section 2.1 MAINTENANCE OF CASINO BANK ACCOUNTS. The Entities, acting
through the Management Committee, shall maintain the Casino Bank Accounts with
the Cottonport Bank in accordance with the terms of the Management Contract.
Section 2.2 DEPOSIT OF GROSS RECEIPTS. The Entities, acting through
the Management Committee, shall deposit all Gross Receipts into the General
Account maintained with the Cottonport Bank in accordance with the terms of the
Management Contract.
Section 2.3 CHARACTERIZATION OF PAYMENTS. All payments and transfers
to the Cottonport Bank and to Hibernia which are referred to in Article 3 of
this Agreement shall be deemed to be, and treated and paid as, Operating
Expenses under the terms of the Management Agreement.
Section 2.4 DISTRIBUTION OF NET PROFITS. Notwithstanding anything to
the contrary contained in the Management Contract, the Tribe and Grand
Casinos/Tunic-Biloxi shall not distribute during any calendar month any Net
Profits unless and until: (a) the requirements of Article 3 of the Dominion
Account Agreement have been satisfied; and (b) any other sums currently due to
the Bank under the Notes and the Loan Agreements have been paid in full.
Further, the Tribe and Grand Casinos/Tunica-Biloxi shall not distribute any Net
Profits under the Management Contract so long as an Event of Default exists
under any of the Loan Agreements. In addition to the foregoing, the Tribe shall
not pay management fees or other compensation to Lakes Gaming or the Manager
unless payments to the Bank under the Notes and the Loan Agreements are current.
Section 2.5 LIMITATIONS UPON DISTRIBUTIONS UPON DEFAULT. Upon the
occurrence of an Event of Default under the provisions of the Loan Agreement and
so long as the same remains unremedied in the opinion of Hibernia, no
distributions, transfers or payments shall be made directly or indirectly from
the Casino Bank Accounts to the Entities or to Lakes Gaming, including without
limitation, any distribution of Net Profits, repayments of principal or interest
for loans made by the Manager or Lakes Gaming to the Tribe, the payment of any
management fees, or the transfer of funds from the Casino Bank Accounts to any
other accounts maintained by any of the Entities with the Cottonport Bank.
Section 2.6 NO CHANGE IN THE MANAGEMENT CONTRACT. The Entities will
maintain the Management Contract pursuant to the provisions of Section 9.16 of
the Equipment Loan Agreement. The Entities shall not amend, modify, alter or
change the terms of the Management Contract without Hibernia's prior written
consent which consent will not be unreasonably withheld or delayed.
Section 2.7 FINANCIAL INFORMATION. The Entities shall comply with the
financial reporting requirements set forth in Section 9.01 of the Equipment Loan
Agreement.
ARTICLE 3
AUTHORIZED TRANSFERS FROM
THE CASINO BANK ACCOUNTS
Section 3.1 PAYMENTS DUE UNDER THE LOAN AGREEMENTS AND THE NOTES. The
Tribe has
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT-PAGE 4
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agreed to make certain monthly payments to the Cottonport Bank and Hibernia as
set forth in the Loan Agreements and the Notes. In order to make any such
payment, the Tribe shall pay the Notes in accordance with their respective terms
via wire transfer to:
Hibernia National Bank
ABA Routing No. 000000000
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxxx, Vice President
Section 3.2 TERMINATION.
(a) The obligations set forth in this Article 3 to the
Cottonport Bank are absolute and irrevocable and shall terminate only upon the
Cottonport Bank's receipt of a Termination Certificate in a form similar to
Exhibit No. 1 attached hereto which has been duly signed by Hibernia and
delivered to the Cottonport Bank and the Entities. Until such time as the
Cottonport Bank has received such a Termination Certificate, the Cottonport Bank
shall continue to transfer funds from the Casino Bank Accounts in accordance
with the terms hereof and to otherwise comply with the provisions of this
Agreement.
(b) Upon payment and satisfaction of all of the Obligations,
Hibernia shall execute and deliver a Termination Certificate to the Cottonport
Bank and the Entities. If all of the Obligations have been paid in full and
Hibernia has not executed and delivered the Termination Certificate, the Tribe
will notify Hibernia in writing and within ten (10) days of its receipt of such
notice, Hibernia shall execute and deliver the Termination Certificate to the
Cottonport Bank and the Entities.
ARTICLE 4
PLEDGE AND GRANT OF SECURITY INTERESTS
Section 4.1. GRANT OF SECURITY INTEREST. As security for the payment
and performance of all of the Obligations, each Entity hereby pledges to
Hibernia, and grants to Hibernia a continuing security interest in, all of the
right, title and interest of each Entity in and to the Collateral, whether now
or hereafter owned, existing, arising or acquired, including without limitation,
the Casino Bank Accounts and all funds currently or hereafter deposited therein
or credited thereto.
Section 4.2 DURATION. The security interests granted herein in the
Collateral in favor of Hibernia will continue until such time as all of the
Obligations have been fully paid and satisfied and this Agreement has been
canceled or terminated by Hibernia; provided, however, the security interests
granted herein shall terminate as to specified funds previously on deposit in
the Casino Bank Accounts if and when such funds are distributed to the Entities
in accordance with the terms of the Management Agreement and this Agreement.
ARTICLE 5
COTTONPORT BANK'S
REPRESENTATIONS AND AGREEMENTS
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 5
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Section 5.1 COTTONPORT BANK'S REPRESENTATIONS. Cottonport Bank hereby
warrants and represents to Hibernia that: (a) the Casino Bank Accounts exist and
the accounts numbers specified herein with respect to the Casino Bank Accounts
are correct; (b) the Tribe is the sole owner of the Casino Bank Accounts as
reflected in the records of the Cottonport Bank; and (c) Cottonport Bank has not
received notice from any third party, other than the Cottonport Bank and
Hibernia, that any such third party has taken or claims a security interest in
the Casino Bank Accounts.
Section 5.2 RECEIPT OF NOTICE. The Cottonport Bank hereby
acknowledges that this Agreement constitutes sufficient notice under La. R. S.
10:9-305(4) that the Tribe has pledged and granted to Hibernia a security
interest to Hibernia in and to Casino Bank Accounts.
Section 5.3 SUBORDINATION. The Cottonport Bank hereby subordinates to
the security interest granted herein to Hibernia any right of offset or any
other security interest that the Cottonport Bank has, or may hereafter obtain,
in and to the Casino Bank Accounts.
Section 5.4 NOTICES TO HIBERNIA. The Cottonport Bank will notify
Hibernia immediately in the event the account numbers for the Casino Bank
Accounts change. Further, the Cottonport Bank will notify Hibernia immediately
upon the Cottonport Bank's receipt of a notice of a claim of a security interest
asserted, or lien filed, by any Person in and to the Casino Bank Accounts.
Section 5.5 ACCEPTANCE. By execution of this Agreement, the
Cottonport Bank accepts its obligations hereunder, but only upon the express
terms and conditions set forth in this Agreement. Cottonport Bank undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement, including the instructions set forth in Article 3.
ARTICLE 6
AGREEMENTS REGARDING THE COTTONPORT BANK
The Entities and Hibernia agree that the following provisions shall
control with respect to the rights, duties, liabilities and privileges of the
Cottonport Bank:
Section 6.1 PERFORMANCE BY OTHERS. The Cottonport Bank shall have no
duty to see that any duties or obligations herein or elsewhere imposed on any
other parties are performed or honored.
Section 6.2 RECITALS. The Cottonport Bank shall not be responsible
for any recital herein or in any other instrument or certificate described in
this Agreement, or for the validity of execution by any party to any such
instruments, or for the validity of any representations set forth in any such
agreements.
Section 6.3 RELIANCE BY COTTONPORT BANK. As to the existence or
non-existence of any fact or as to the sufficiency or validity of any instrument
or certificate, or as to its authorization to perform any act described herein,
the Cottonport Bank shall be entitled to rely upon any written notice signed by
a representative of the parties to this Agreement. Further, Cottonport Bank acts
as depository and transfer agent only, and is not responsible, or liable in any
manner whatsoever, for the sufficiency, correctness, genuineness or validity of
the subject matter of any such written notice.
Section 6.4 FAILURE OF PERFORMANCE BY COTTONPORT BANK. In the event
that the Cottonport
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 6
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Bank fails to comply with its obligations hereunder, the Entities, at the
request of Hibernia, shall move custody of the Casino Bank Accounts to another
financial institution mutually acceptable to the Entities and Hibernia.
ARTICLE 7
EVENTS OF DEFAULT
Section 7.1 EVENTS OF DEFAULT. Each of the following shall
constitute an Event of Default under this Agreement:
(a) Any of the Entities shall breach any of their respective
covenants or agreements set forth herein; or
(b) Any of the Entities shall revoke, alter or modify, or
attempt to revoke, alter or modify, any direction or instruction given or
required to be given to Cottonport Bank pursuant to Article 3 hereof; or
(c) An Event of Default, as defined in either Loan Agreement,
shall occur.
Section 7.2 REMEDIES ON DEFAULT. Whenever an Event of Default shall
have occurred and be continuing, Hibernia shall be entitled to exercise all of
the rights and remedies available to a secured party under the Commercial Laws
-- Secured Transactions as set forth in La. R.S. 10-9:901 et seq., all rights
and remedies under any Obligation, all rights and remedies available to it under
the Related Agreement and all rights and remedies available to it under this
Agreement, including, without limitation, the right, from time to time, without
demand or notice of any kind, to:
(a) notify the Cottonport Bank of the Event of Default and
direct the Cottonport Bank to freeze the balances of the Casino Bank Accounts
and not permit any further withdrawals or transfers therefrom unless and until
the Event of Default is corrected;
(b) take any reasonable action that Hibernia may deem
necessary or desirable in order to realize on the Collateral, including, the
authority to endorse in the name of the Tribe without recourse to the Tribe any
checks, drafts, notes or other instruments or documents received in payment of
or on account of the Gross Receipts; and
(c) exercise any and all other rights, remedies and
privileges it may have under this Agreement and under any Obligation.
Any proceeds received by Hibernia from the exercise of any remedy shall be
applied by Hibernia (i) first to the payment by Hibernia of all expenses of the
exercise of such remedies, including the reasonable attorneys' fees and legal
expenses incurred in connection therewith by Hibernia, (ii) second, to the
payment of the Obligations in such order and in such manner as Hibernia may, in
its discretion, determine, and (iii) third, any surplus after such application
shall be delivered to the Enterprise, except as otherwise required by law or as
a court of competent jurisdiction may direct. The Entities agree to pay all
reasonable expenses incurred by Hibernia in connection with the exercise of any
remedy hereunder, including the reasonable attorneys' fees incurred in
connection therewith by Hibernia.
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Section 7.3. WAIVERS; REMEDIES. Any waiver given by Hibernia hereunder
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 and remedies available to Hibernia. All rights and
remedies of Hibernia shall be cumulative and may be exercised singly in any
order or concurrently, at Hibernia's option, and the exercise or enforcement of
any such right or remedy shall neither be a condition to nor a bar to the
exercise or enforcement of any other.
ARTICLE 8
MISCELLANEOUS
Section 8.1. NOTICES. Except as otherwise provided herein, any notice
or demand which, by provision of this Agreement, is required or permitted to be
given or served by Hibernia to or on any of the Entities or the Cottonport Bank
shall be deemed to have been sufficiently given and served for all purposes: (a)
(if mailed) seven (7) calendar days after being deposited, postage prepaid, in
the United States Mail, registered or certified mail; or (b) (if delivered by
express courier) one Business Day after being delivered to such courier; or (c)
(if delivered in person) the same day as delivery or until another address or
addresses are given in writing by a party to Hibernia as follows:
To the Tribe Tunica-Biloxi Tribe of Louisiana
000 Xxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Xx., Chairman
Fax: (000) 000-0000
Gold, Weems, Bruser, Xxx & Xxxxxxx
Attorneys at Law
0000 XxxXxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxx Xxxx Xxxxxxx/Xxxxxxx Xxxxxxxx
Fax: 000-000-0000
To Manager Grand Casinos of Louisiana, LLC- Tunica-Biloxi
000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000
To Lakes Lakes Gaming, Inc.
Gaming 000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000
To Hibernia: Hibernia National Bank
000 Xxxxxx Xxxxxx
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 8
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Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Loan Administration Department
Fax: (000) 000-0000
To Cottonport The Cottonport Bank
Bank: 000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Fax No. (000) 000-0000
Section 8.2. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Louisiana.
Section 8.3. SEVERABILITY. If any provision of this Agreement is
prohibited by, or is unlawful or unenforceable under, any applicable law of any
jurisdiction, such provision shall, as to such jurisdiction, be ineffective to
the extent of such prohibition without invalidating the remaining provisions
hereof; provided, however that where the provisions of any such applicable law
may be waived, they hereby are waived by the Entities to the fullest extent
permitted by law to the end that this Agreement shall be deemed to be a valid
and binding agreement in accordance with its terms.
Section 8.4. SURVIVAL. The warranties, representations, covenants
and agreements set forth herein shall survive the execution and delivery of this
Agreement and shall continue in full force and effect until all Obligations
shall have been paid and performed in full.
Section 8.5. COSTS AND EXPENSES; INDEMNITY. The Tribe will pay or
reimburse Hibernia on demand for all reasonable out-of-pocket expenses
(including in each case all filing and recording fees and taxes and all
reasonable fees and expenses of counsel) incurred by Hibernia in connection with
the creation, perfection, protection, satisfaction, foreclosure or enforcement
of the liens created hereby and the preparation, administration, continuance,
amendment or enforcement of this Agreement, and all such costs and expenses
shall be part of the Obligations secured by this Agreement. The Tribe shall
indemnify and hold Hibernia harmless from and against any and all claims, losses
and liabilities (including reasonable attorneys' fees) growing out of or
resulting from this Agreement (including, without limitation, enforcement of
this Agreement) or Hibernia's actions pursuant hereto other than those claims,
losses and liabilities resulting from Hibernia's negligence, gross negligence or
intentional misconduct. Any liability of the Tribe to indemnify and hold
Hibernia harmless pursuant to the preceding sentence shall be part of the
Obligations secured by this Agreement. The obligations of the Tribe under this
Section 8.5 shall survive any termination of this Agreement.
Section 8.6. CAPTIONS. Captions herein are for convenience only and
shall not be deemed part of this Agreement.
Section 8.7 BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, their respective successors and
assigns.
Section 8.8 AMENDMENTS. This Agreement may not be amended,
modified, waived, canceled or terminated, except in writing executed by all of
the parties hereto.
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Section 8.9. LIMITED WAIVER OF SOVEREIGN IMMUNITY; ARBITRATION;
SUBMISSION TO JURISDICTION, JURY TRIAL WAIVER. This Agreement constitutes a Loan
Document as defined in the Loan Agreements. As such and without limiting the
scope of the Loan Agreements, the provisions of Section 15.10 of the Equipment
Loan Agreement apply to this Agreement and are incorporated herein by reference.
Section 8.10 COMPLIANCE WITH 25 U.S.C. SS.81.
In compliance with 25 U.S.C.ss.81, the residence and occupation
of the parties is stated as follows:
Party in interest: TUNICA-BILOXI TRIBE OF LOUISIANA
Residence: 000 Xxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Occupation: A federally recognized Indian Tribe
Party in interest: THE COTTONPORT BANK
Residence: 000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Occupation: Commercial bank
Party in interest: HIBERNIA NATIONAL BANK
Residence: 000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Occupation: Commercial bank
Party in interest: GRAND CASINOS OF LOUISIANA, LLC- TUNICA
-BILOXI
Residence: 000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Occupation: A Minnesota limited liability company
Party in interest: LAKES GAMING, INC.
Residence: 000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Occupation: A Minnesota corporation
Scope of Authority:
The Tribe is authorized to execute the within document by a resolution
adopted by the Tribal Council of the Tribe at a meeting held at Marksville,
Louisiana, on April 19, 1999. The Tribal Council exercises its authority in this
instance because it believes the purchase of the equipment related to Tribe's
Class III gaming facility in Marksville, Louisiana, in connection with the
Casino, and the financing thereof, to be in accordance with the long-range
economic objectives of the Tribe.
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 10
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This document was executed on behalf of the Tribe on or about 12:10
p.m. on May 28, 1999, at Marksville, Louisiana, at N/A, N/A, on behalf of
Manager on or about a.m./p.m. on , 1999, at
, , on behalf of Lakes Gaming on or about a.m./p.m. on
, 1999, at , on behalf of The Cottonport Bank on or about 10:30 a.m.
on May 28, 1999, at Alexandria, Louisiana, and on behalf of Hibernia on or about
12:10 p.m. on May 28, 1999, at Marksville, Louisiana.
This instrument shall terminate upon payment in full of the
indebtedness secured hereby, provided that in any event this instrument shall
expire not later than 50 years from the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
counterparts, as of the Effective Date.
TUNICA-BILOXI TRIBE OF LOUISIANA
By: s/ Xxxx X. Xxxxxx, Xx.
------------------------------------------
Xxxx X. Xxxxxx, Xx., Chairman
HIBERNIA NATIONAL BANK
By: s/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxxxxxx X. Xxxxxx, Vice President
THE COTTONPORT BANK
By: s/ XxXxxxx Xxxxxx
------------------------------------------
Its V.P.
---------------------------------------
GRAND CASINOS OF LOUISIANA, LLC -
TUNICA BILOXI
By: s/ Xxxxxxx Xxxx
------------------------------------------
Xxxxxxx Xxxx, its Chief Financial Officer
LAKES GAMING, INC.
By: s/ Xxxxxxx Xxxx
------------------------------------------
Xxxxxxx Xxxx, its Chief Financial Officer
Attachments:
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 11
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Exhibit No. 1 - Termination Certificate
BIA APPROVAL
THE FOREGOING DOCUMENT IS APPROVED PURSUANT TO 25 U.S.C. 81:
UNITED STATES DEPARTMENT OF THE INTERIOR,
BUREAU OF INDIAN AFFAIRS:
BY
---------------------------------------
AREA DIRECTOR OF THE EASTERN AREA OFFICE
OF THE BUREAU OF INDIAN AFFAIRS OF THE SECRETARY
OF THE INTERIOR AND THE COMMISSIONER OF INDIAN AFFAIRS,
ACTING UNDER DELEGATED AUTHORITY.
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT -- PAGE 12
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EXHIBIT NO. 1
TERMINATION CERTIFICATE
The Cottonport Bank
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention:
--------------
Re: Termination Certificate pursuant to
that certain Dominion
Account Agreement dated May 28, 1999
Gentlemen:
The undersigned, a duly authorized officer of Hibernia National Bank
("Hibernia"), hereby certifies to The Cottonport Bank (the "Bank") pursuant to
Section 3.2 of the captioned Dominion Account Agreement that all of the
Obligations (as defined in the Dominion Account Agreement) have been paid in
full and that the Dominion Agreement is hereby terminated.
IN WITNESS WHEREOF, Hibernia has executed and delivered this
Termination Certificate as of the day of , .
HIBERNIA NATIONAL BANK
By
--------------------------------------
Name
------------------------------------
Title
-----------------------------------
cc: Tunica Biloxi Tribe of Louisiana
Lakes Gaming, Inc.
EQUIPMENT LOAN DOMINION ACCOUNT AGREEMENT - PAGE 13
