Account Control Agreement - Pokagon Band of Potawatomi Indians, Lakes Gaming Inc. and Firstar Bank of Minnesota NA
ACCOUNT CONTROL AGREEMENT
PARTIES:
Pokagon Band of Potawatomi Indians ("Band")
Lakes Gaming, Inc. ("Lakes")
Firstar Bank of Minnesota, N.A. ("Bank")
Background
Lakes has granted Band a security interest pursuant to a Pledge and
Security Agreement of near or even date (the "Security Agreement") in a
securities account maintained by Bank for Lakes, and in all related property.
The parties are entering into this agreement to perfect Band's security interest
in that account and those assets.
AGREEMENT
1. The Account.
Bank represents and warrants to Band that:
a. Bank maintains account number (xxxxxxx) (the "Account") for
Lakes under the name "Pokagon Collateral Account."
b. Lakes has deposited $20,900,000 in the Account, subject to
this Control Agreement.
c. Lakes shall make such further deposits into the Account as may
be required under the Agreements, including without limitation
such amounts as are needed to maintain a $2,000,000 balance in
the Account in accordance with ss. 8.2 of the Development
Agreement.
d. Bank does not know of any claim to or interest in the Account,
except for claims and interests of the parties referred to in
this Agreement.
2. Definitions.
a. The following terms shall have the indicated meanings:
"AWARD" means the award of an arbitrator relating to the Account in an
arbitration conducted in accordance with Article 14 of the Development
Agreement.
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"BAND ACCOUNT" means a bank account in the name of the Band on which
Lakes does not have signatory authority, which account is designated by
the Band pursuant to ss. 13(a) of this Agreement to receive transfers
from the Account on account of the Transition Loan and the Non-Gaming
Acquisition Line of Credit and $900,000 of the Signing Fee.
"BAND NOTIFICATION OF EXCLUSIVE CONTROL" means a Band Notification of
Lakes Default or a Band Notification of Termination.
"BAND NOTIFICATION OF LAKES DEFAULT" means notification by the Band to
Bank that (a) a Manager Event of Default or a Lakes Event of Default
has occurred under the Agreements and is continuing; (b) either (i) the
time for Lakes to demand arbitration under the Agreements has expired,
or (ii) Lakes timely demanded arbitration, and the arbitrator's award
has found that a Manager Event of Default or a Lakes Event of Default
has occurred; and (c) the Band is entitled to payment of the property
in the Account to the extent specified therein. The Band Notification
of Lakes Default shall be in the form attached hereto as Exhibit A.
"BAND NOTIFICATION OF TERMINATION" means notification by the Band to
Bank that (a) the Agreements have been terminated; (b) either (i) the
time for Lakes to demand arbitration under the Agreements has expired,
or (ii) Lakes timely demanded arbitration, and the arbitrator's award
has confirmed that termination; and (c) the Band is entitled to payment
from the property in the Account to the extent specified therein. The
Band Notification of Termination shall be in the form attached hereto
as Exhibit B.
"BAND REPRESENTATIVES" means one or more persons designated by the Band
in writing to give consents and receive notices on behalf of the Band
under this Agreement.
"COURT" means the United States District Court for the District in
which the Gaming Site is located (or, if the Gaming Site has not been
designated, for the Western District of Michigan - Southern Division),
the United States Appeals for the Sixth Circuit, and the United States
Supreme Court; or if Lakes or the Band delivers to the Bank the written
opinion of their respective counsel that such federal courts lack
jurisdiction, the courts of the State of Michigan.
"DEVELOPMENT AGREEMENT" means the Development Agreement between Lakes
and Band of even date herewith.
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"ENTERPRISE ACCOUNT" means a bank account in the name of the Band on
which Lakes has signatory authority as agent for the Band pursuant to
the Development Agreement, which account is designated by the Band and
Lakes pursuant to ss. 13(b) of this Agreement to receive transfers from
the Account on account of Development Expenditures with regard to the
Facility or the Enterprise.
"ENTITLEMENT ORDER" means a notification to Bank from Lakes or the Band
directing the Bank to transfer or redeem any securities, property, cash
or other property in the Account.
"FINAL ORDER" means an order, judgment or decree of a Court entered
after notice and hearing (a) enjoining transfer of property in the
Account, or (b) mandating compliance with, or otherwise enforcing, an
Award, provided that the time for appeal from any such Order has
expired or, if the Band has taken an appeal from such order, that the
appeal has been denied and the Order is now final.
"JOINT NOTICE" means notification by the Band and Lakes to Bank that
the Account shall be terminated, and directing the Bank to liquidate
the property in the Account and deliver the proceeds thereof as
directed in the Joint Notice. The Joint Notice shall be in the form
attached hereto as Exhibit C.
"LAKES DRAW REQUEST" means notification by Lakes to the Bank, prior to
receipt by Bank of a Band Notification, to transfer funds from the
Account, which notification shall be in the form of Exhibit D-1 (as to
transfers to the Band Account) or D-2 (as to transfers to the
Enterprise Account).
"ORDER" means an order, judgment or decree of a Court entered after
notice and hearing (a) enjoining transfer of property in the Account,
or (b) mandating compliance with, or otherwise enforcing, an Award.
b. Capitalized terms used herein without definition have the meanings
assigned to them in the Development Agreement.
3. Control by Band.
Bank will comply with Entitlements Orders as follows:
a. Prior to receipt by Bank of a Band Notification of Exclusive
Control. Prior to receipt by Bank of a Band Notification of
Exclusive Control, Bank shall transfer funds from the Account
in accordance with a Lakes Draw Request if
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the Band gives its prior written consent to such request. Such
consent shall be in the form attached as Exhibit E.
b. Joint Notice. After receipt by Bank of a Joint Notice, Bank
shall liquidate the property in the Account and transfer the
proceeds thereof, and all interest, dividends and other income
thereon, in accordance with the directions in such Joint
Notice.
c. Band Notification of Exclusive Control. After receipt by Bank
of a Band Notification of Exclusive Control, Bank shall:
i. immediately cease complying with Entitlement Orders
or other directions concerning the Account originated
by Lakes, whether pursuant to a Lakes Draw Request or
otherwise;
ii. immediately cease purchasing or selling securities in
the Account or making any distributions from the
Account, except with the prior written consent of
Band;
iii. immediately cease distributing to Lakes interest and
dividends on property in the Account; and
iv. not less than thirty (30) nor more than forty-five
(45) days after receipt by Bank of a Band
Notification of Exclusive Control, and unless
otherwise enjoined by an Order, liquidate all
property in the Account and transfer the proceeds
thereof and all interest, dividends and other income
thereon to the Band Account, or such other account as
the Band may direct in writing.
d. Award. Bank shall comply with any Award not less than thirty
(30) nor more than forty-five (45) days after receipt by Bank
of a copy of the Award, unless enjoined by an Order of Court.
e. Order; Final Order. Bank shall comply with any Order or Final
Order; provided that Bank shall not distribute property out of
the Account without the Band's written consent except pursuant
to a Final Order.
4. Lakes's Rights in Account.
a. Until Bank receives a Band Notice of Exclusive Control, Bank
may distribute to Lakes all interest and regular cash
dividends on property in the Account.
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Bank shall not distribute any other property in the Account,
including without limitation securities or the proceeds of the
sale of any securities, to or at the direction of Lakes except
to the extent provided in ss. 3.
b. Until Bank receives a Band Notice of Exclusive Control, Lakes
may direct the investment of all property in the Account in
accordance with ss. 8.2 of the Development Agreement, provided
that (a) property in the Account shall not include equities,
swaps, derivatives or commodities; (b) no instruments,
certificated securities or financial assets, as defined in the
Minnesota Uniform Commercial Code, shall be held in the name
of Lakes, and all such assets shall be held in the name of the
Account; and (c) any cash balances shall be invested in money
market or other financial assets, unless needed to make
distributions in accordance with this Agreement. Subject to
that limitation, Bank may rely conclusively on Lakes'
direction as to investment of property in the Account unless
and until Bank receives a Band Notice of Exclusive Control.
c. Bank will not comply with any Entitlement Order originated by
Lakes that would require Bank to violate this Agreement.
5. Priority of Bank's Security Interest; Bank's Fees and Expenses; No
Third Party Entitlement Orders.
a. Bank subordinates in favor of Band any security interest,
lien, or right of setoff it may have, now or in the future,
against the Account or property in the Account, except that
Bank will retain its prior lien on property in the Account to
secure payment for property purchased for the Account, normal
commissions and fees for the Account, and its reasonable fees
(including attorneys fees) and expenses relating to the
Account. Bank is authorized to deduct such commissions, fees
and expenses from the Account. To the extent that the property
in the Account is not sufficient to pay such commissions, fees
and expenses, the Band and Lakes jointly and severally agree
to pay such to Bank promptly on demand.
b. Bank will not agree with any third party that Bank will comply
with Entitlement Orders originated by the third party with
regard to the Account or property in the Account.
6. Statements, Confirmations and Notices of Adverse Claims.
a. Bank will send copies of all statements and confirmations for
the Account simultaneously to Lakes and Band. Bank will use
reasonable efforts promptly
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to notify Band and Lakes if any other person claims that it
has a property interest in property in the Account and that it
is a violation of that person's rights for anyone else to
hold, transfer or deal with the property. Bank will also send
the Band copies all other communications sent by Bank to Lakes
relating to the Account, and shall furnish the Band with such
other information concerning the Escrow Account as Band may
reasonably request.
b. Lakes shall send Band a copy of all communications sent by
Lakes to Bank, including without limitation all Lakes Draw
Requests; shall inform the Band of the nature and terms of the
financial instruments in which the escrowed funds are
invested; and shall furnish the Band with such other
information concerning the Account as Band may request.
c. The Band shall send Lakes a copy of all communications sent by
the Band to Bank relating to the Account.
7. Bank's Responsibility.
a. Except for permitting a withdrawal, delivery or payment in
violation of ss.ss. 3 or 4, Bank will not be liable to Band
for complying with Entitlement Orders from Lakes that are
received by Bank before Bank receives a Band Notice of
Exclusive Control.
b. Bank will not be liable to Lakes for complying with a Band
Notice of Exclusive Control or with Entitlement Orders
originated by Band after receipt by the Bank of a Band Notice
of Exclusive Control, even if Lakes notifies Bank that Band is
not legally entitled to issue the Entitlement Order or the
Band Notice of Exclusive Control, unless Bank takes the action
after it is served with an Award or Order enjoining or
prohibiting compliance with an Entitlement Order of the Band,
and had a reasonable opportunity to act on the Award or Order.
c. Bank shall incur no liability hereunder except for its willful
misconduct or gross negligence so long as it shall have acted
in good faith.
d. In the event that a dispute arises as to the Account, Bank may
liquidate the property in the Account and deposit the proceeds
thereof with the Clerk of the United States District Court for
the Western District of Michigan, Southern Division, and may
interplead the parties hereto. Upon so depositing such
documents and money and filing its complaint and interpleader,
Bank shall be released from all liability under the terms
hereof as to the money so deposited.
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e. Bank shall have no responsibility for the genuineness or
validity of any notices, certificate, securities, documents or
other things deposited with it and shall be fully protected in
acting in accordance with any written instructions given to it
hereunder and reasonably believed by it to have been signed by
the proper person, party or parties. Bank can rely
conclusively on the opinion of counsel to the Band, or the
opinion of its own counsel, as to the expiration of the time
for appeal, denial of appeal or finality of an Order; provided
that nothing in this Agreement shall waive or impair any
claim, if any, of Lakes against counsel issuing such opinion.
f. Bank is expressly authorized to comply with and obey any and
all Orders and Final Orders relating to the Account, provided
that Bank does not distribute property from the Account
without the Band's written consent except pursuant to a Final
Order; and in case the Bank so obeys or complies with any such
Order or Final Order it shall not be liable to any of the
parties hereto or to any other person, firm or corporation by
reason of such compliance.
g. Without limiting the provisions of ss. 7(c) above, the Bank
shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by
reason of any occurrence beyond the control of the Bank
(including but not limited to any act or provision of any
present or future law or regulation or governmental authority,
any act of God or war, or the unavailability of the Federal
Reserve Bank wire or telex or other wire or communication
facility).
h. This Agreement does not create any obligation of Bank except
for those expressly set forth in this Agreement. In
particular, Bank need not investigate whether Band is entitled
under Band's agreements with Lakes to give an Entitlement
Order or a Band Notice of Exclusive Control.
i. The Account shall be maintained in the name of "Pokagon
Collateral Account" on the books of the Bank unless the Band
otherwise consents in writing.
8. Termination; Survival.
a. Band may terminate this Agreement by notice to Bank and Lakes.
Bank may terminate this Agreement on 60 days' notice to Band
and Lakes.
b. If Band notifies Bank that Band's security interest in the
Account has terminated, this Agreement will immediately
terminate.
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c. Section 7, "Bank's Responsibility," will survive termination
of this Agreement.
9. Financial Assets.
All property credited to the Account will be treated as financial
assets and investment property under Articles 8 and 9 of the Minnesota Uniform
Commercial Code.
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10. Successors and Assigns.
A successor to or assignee of Band's rights and obligations under the
Development Agreement will succeed to Band's rights and obligations under this
Agreement.
11. Band's Waiver of Sovereign Immunity and Consent to Suit.
The Band expressly waives its sovereign immunity from suit for the
purpose of permitting or compelling arbitration in disputes under or relating to
this Agreement, and consents to be sued in a Court for the purpose of compelling
arbitration or enforcing any arbitration award or judgment arising out of this
Agreement; provided that such consent is limited to enforcement of awards or
judgments relating to the Band's interest in the Account. If the United States
District Court lacks jurisdiction, the Band consents to be sued in the Michigan
State Court system for the same limited purposes. The Band waives any
requirement of exhaustion of tribal remedies. Without in any way limiting the
generality of the foregoing, the Band expressly authorizes any governmental
authorities who have the right and duty under applicable law to take any action
authorized or ordered by any such court, to give effect to any judgment entered;
provided, however, that in no instance shall enforcement of any kind whatsoever
be allowed against any assets of the Band other than the Band's interest in the
Account.
12. Notice.
a. Except as provided in ss. 12(b), any notice required to be
given pursuant to this Agreement shall be delivered to the
appropriate party by Certified Mail Return Receipt Requested
or by overnight mail or courier service, to the following
addresses:
If to the Band:
Pokagon Band of Potawatomi Indians
53237 Townhall Road
Dowagiac, MI 49047
Attn: Chairman, Tribal Council
with a copy to:
S. Eric Marshall, Esq.
1318 Mishawaka Avenue
South Bend, Indiana 46615
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and to:
Daniel Amory, Esq.
Drummond Woodsum & MacMahon
P.O. Box 9781
Portland, ME 04104-5081
and to:
Robert Gips, Esq.
Gips and Associates
71 Myrtle Avenue, Suite 2000
South Portland, ME 04106
If to Lakes:
Lakes Gaming, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
Telecopy: 612-449-9353
with a copy to:
Douglas S. Twait, Esq.
Johnson Hamilton Quigley Twait & Foley, PLC
First National Bank Building
Suite W1450
Saint Paul, MN 55101-1314
if to Bank:
Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
Telecopy: 651-229-6415
b. Any consent by the Band to a Lakes Draw Request may be sent
either as provided in ss. 12(a) or by telecopy addressed to
the Bank and Lakes at the telecopy numbers set forth above.
Copies of such consents need not be sent to counsel.
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c. Any party may change any address or telecopy number by written
notice to all parties.
d. Any notice shall be deemed given three days following deposit
in the United States mail, one day following delivery to an
overnight delivery service, on oral confirmation of receipt of
a telecopy, or upon actual delivery, whichever first occurs.
13. Designation of Accounts.
a. Band Account. The Band shall designate the Band Account by
written notice to Bank.
b. Enterprise Account. The Band and Lakes shall designate the
Enterprise Account by written notice to Bank.
c. Change in Account Designations. The Band may change the
designation of the Band Account by written notice to Bank and
Lakes. The Band and Lakes may change the designation of the
Enterprise Account by written notice to Bank.
d. Funds Wire Transferred. All transfers from the Account to the
Band Account shall be by wire transfer to the accounts
designated in this Agreement in accordance with written wire
transfer instructions from the Band, subject to change in
accordance with ss. 13(c).
14. Action or Consents by Band.
a. Any action to be taken by the Band may be taken by the Pokagon
Council on behalf of the Band.
b. Any consent or other notification to be given by the Band may
be given by any Band Representative. Lakes and Bank shall be
entitled to rely conclusively upon any written communication
signed by a Band Representative.
15. Arbitration.
All disputes under or relating to this Agreement shall be subject to
arbitration in accordance with Article 14 of the Development Agreement.
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16. Miscellaneous.
a. This Agreement and the Account will be governed by the
internal laws of the State of Minnesota. Bank and Lakes may
not change the law governing the Account without Band's
express written agreement.
b. This Agreement may be modified only by a written amendment
signed by all the parties hereto, and no waiver of any
provision hereof shall be effective unless expressed in a
writing signed by the party to be charged.
c. The rights and remedies conferred upon the parties hereto
shall be cumulative, and the exercise or waiver of any such
right or remedy shall not preclude or inhibit the exercise of
any additional rights or remedies. The waiver of any right or
remedy hereunder shall not preclude the subsequent exercise of
such right or remedy.
d. The headings contained in this Agreement are for convenience
of reference only and shall have no effect on the
interpretation or operation hereof.
e. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed
to be an original and all of which taken together shall
constitute one and the same instrument.
f. Lakes agrees to indemnify and hold the Band harmless against
all costs, expenses and fees (i) charged by the Bank against
the Account on or after a Manager Event of Default, or (ii)
which the Band pays Bank under ss. 5(a) of this Agreement.
g. All income on property in the Account shall be for the account
of Lakes. Lakes certifies that its IRS identification number
is 41-1913991, and agrees that income on the property in the
Account shall be reported in its name.
h. To the extent a provision of this Agreement is unenforceable,
this Agreement will be construed as if the unenforceable
provision were omitted.
i. The parties agree that Bank is a "securities intermediary" for
purposes of Articles 8 and 9 of the Uniform Commercial Code,
as adopted in Minnesota, and that Minnesota is the "securities
intermediary's jurisdiction" for all purposes under those
Articles with regard to the Control Agreement.
j. This Agreement may be executed in counterparts, all of which
together shall constitute one original.
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Each party acknowledges and agrees to be bound by the instructions and
terms and conditions contained herein.
Dated as of July 8, 1999
THE POKAGON BAND OF POTAWATOMI LAKES GAMING, INC.
INDIANS
By: /s/ John Miller By: /s/ Timothy J. Cope
--------------------------------- -----------------------------------
Its: Council Chairman Its: Chief Financial Officer
----------------------------------
By: /s/ Kevin Daugherty
---------------------------------
Its: Secretary
FIRSTAR BANK OF MINNESOTA, N.A.
By: /s/ Illegible
---------------------------------
Its: Vice President
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EXHIBIT A
BAND NOTIFICATION OF LAKES DEFAULT
TO: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: DEFAULT UNDER CERTAIN AGREEMENTS BY AND BETWEEN THE POKAGON
BAND OF THE POTAWATOMI INDIANS (THE "BAND") AND LAKES
GAMING, INC. ("LAKES")
Dear Sir:
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A . ("Bank").)
Notice is hereby given to you under the Control Agreement that:
(a) a Manager Event of Default or a Lakes Event of Default has
occurred under the Agreements and is continuing;
(b) either
(i) the time for Lakes to demand arbitration under the
Agreements has expired, or
(ii) Lakes timely demanded arbitration, and the
arbitrator's award has found that a Manager Event of
Default or a Lakes Event of Default has occurred; and
(c) the Band is entitled to payment of the property in the Account
as provided herein.
You are hereby directed to:
i. immediately cease complying with Entitlement Orders
or other directions concerning the Account originated
by Lakes, whether pursuant to a Lakes Draw Request or
otherwise;
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ii. immediately cease purchasing or selling securities in
the Account or making any distributions from the
Account, except with the prior written consent of
Band;
iii. immediately cease distributing to Lakes interest and
dividends on property in the Account; and
iv. not less than thirty (30) nor more than forty-five
(45) days after your receipt hereof, and unless
otherwise enjoined by an Order, liquidate all
property in the Account and transfer the proceeds
thereof and all interest, dividends and other income
thereon to the following account by wire transfer:
Amount: The entire proceeds of the Account
(indicate which is
applicable) or
$
---------------------------
Wire to:
Account Number:
---------------------------
Bank:
---------------------------
ABA Number:
---------------------------
Reference:
---------------------------
Dated: ,
----------- ------ THE POKAGON BAND OF POTAWATOMI
INDIANS
By:
------------------------------
Its: Council Chairman
By:
------------------------------
Its: Secretary
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EXHIBIT B
BAND NOTIFICATION OF TERMINATION
TO: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: TERMINATION OF CERTAIN AGREEMENTS BY AND BETWEEN THE POKAGON
BAND OF THE POTAWATOMI INDIANS (THE "BAND") AND LAKES
GAMING, INC. ("LAKES")
Dear Sir:
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A . ("Bank").)
Notice is hereby given to you under the Control Agreement that:
(a) the Agreements have been terminated;
(b) either
(i) the time for Lakes to demand arbitration under the
Agreements has expired, or
(ii) Lakes timely demanded arbitration, and the
arbitrator's award has confirmed that termination;
and
(c) the Band is entitled to payment of the property in the Account
as provided herein.
You are hereby directed to:
i. immediately cease complying with Entitlement Orders
or other directions concerning the Account originated
by Lakes, whether pursuant to a Lakes Draw Request or
otherwise;
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ii. immediately cease purchasing or selling securities in
the Account or making any distributions from the
Account, except with the prior written consent of
Band;
iii. immediately cease distributing to Lakes interest and
dividends on property in the Account; and
iv. not less than thirty (30) nor more than forty-five
(45) days after your receipt hereof, and unless
otherwise enjoined by an Order, liquidate all
property in the Account and transfer the proceeds
thereof and all interest, dividends and other income
thereon to the following account by wire transfer:
Amount: The entire proceeds of the Account
(indicate which is
applicable) or
$
-------------------------------
Wire to:
Account Number:
---------------------------
Bank:
---------------------------
ABA Number:
---------------------------
Reference:
---------------------------
Dated: ,
----------- ------ THE POKAGON BAND OF POTAWATOMI
INDIANS
By:
------------------------------
Its: Council Chairman
By:
------------------------------
Its: Secretary
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EXHIBIT C
JOINT NOTICE
To: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: JOINT NOTICE OF TERMINATION OF CERTAIN AGREEMENTS BY AND
BETWEEN THE POKAGON BAND OF THE POTAWATOMI INDIANS (THE
"BAND") AND LAKES GAMING, INC. ("LAKES")
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A. ("Bank").)
Dear Sir:
Notice is hereby given to you that the Agreements have been terminated.
You are hereby directed to liquidate all property in the Account and
transfer the proceeds as follows:
1. $ of said proceeds shall be
-----------------
transferred to the following account by wire
transfer:
Account Number:
---------------------------
Bank:
---------------------------
ABA Number:
---------------------------
Reference:
---------------------------
2. $ of said proceeds shall be
-----------------
transferred to the following account by wire
transfer:
Account Number:
---------------------------
Bank:
---------------------------
ABA Number:
---------------------------
Reference:
---------------------------
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Dated: ,
----------- ------
THE POKAGON BAND OF POTAWATOMI LAKES GAMING, INC.
INDIANS
By: By:
------------------------------ ----------------------------
Its: Council Chairman Its:
---------------------------
By:
------------------------------
Its: Secretary
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EXHIBIT D-1
LAKES DRAW REQUEST (TRANSFERS TO BAND ACCOUNT)
To: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: DRAW BY LAKES GAMING, INC., UNDER CONTROL AGREEMENT
Dear Sir:
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A . ("Bank").)
Pursuant to ss. 3(a) of the Control Agreement, you are hereby directed
to wire transfer, as soon as is practicable after receipt of the Consent of the
Band, but within not more than two business days after your receipt thereof, the
following sum:
$
-----------------
from the Account to the Band Account as designated by the Band pursuant to ss.
13(a) of the Control Agreement.
Dated: ,
----------- ------
LAKES GAMING, INC.
By:
------------------------------
Its:
------------------------------
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EXHIBIT D-2
LAKES DRAW REQUEST (TRANSFERS TO ENTERPRISE ACCOUNT)
To: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: DRAW BY LAKES GAMING, INC., UNDER CONTROL AGREEMENT
Dear Sir:
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A . ("Bank").)
Pursuant to ss. 3(a) of the Control Agreement, you are hereby directed
to wire transfer, as soon as is practicable after receipt of the Consent of the
Band, but within not more than two business days after your receipt thereof, the
following sum:
$
---------------
from the Account to the Enterprise Account as designated by the Band and Lakes
pursuant to ss. 13(b) of the Control Agreement.
Dated: ,
----------- ------
LAKES GAMING, INC.
By:
------------------------------
Its:
------------------------------
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EXHIBIT E
BAND CONSENT TO LAKES DRAW REQUEST
To: Firstar Bank of Minnesota, N.A.
101 East Fifth Street
St. Paul, MN 55101
attn: Frank P. Leslie
RE: BAND CONSENT TO DRAW BY LAKES GAMING, INC., UNDER CONTROL
AGREEMENT
Dear Sir:
(Note: Capitalized terms used herein without definition shall have the meanings
assigned to them in a certain Control Agreement (the "Control Agreement") dated
as of July 8, 1999 by and among the Band, Lakes and Firstar Bank of Minnesota,
N.A . ("Bank").)
Pursuant to ss. 3(a) of the Control Agreement, you are hereby notified
that the Band consents to the Draw by Lakes dated , a
copy of which is attached.
Dated:
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Print name:
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Band Representative, duly authorized
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