8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2007

Lakes Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-24993	41-1913991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
130 Cheshire Lane, Minnetonka, Minnesota		55305
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(952) 449-9092
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
Purchase Agreement
Notes Dominion Account Agreement
Security Agreement Acknowledgement
Intercreditor and Subordination Agreement
Assignment and Assumption Agreement
Press Release

Item 1.01. Entry into a Material Definitive Agreement.

The Shingle Springs Band of Miwok Indians and certain of its affiliates who acquired the rights and obligations under an Assignment and Assumption Agreement dated effective as of April 20, 2007 (“Shingle Springs Tribe”) closed on a $450 million senior note financing pursuant to the terms and conditions of a Purchase Agreement dated as of June 22, 2007 (“Purchase Agreement”) among Morgan Stanley & Co. Incorporated, Wells Fargo Securities, LLC, Lakes KAR — Shingle Springs, LLC (“Manager”) and the Shingle Springs Tribe to fund the Foothill Oaks Casino project in Shingle Springs, California. Manager has a development and management agreement with the Shingle Springs Tribe to develop and manage the Foothill Oaks Casino. Immediately following the closing of this financing, Manager was repaid approximately $17.2 million by the Shingle Springs Tribe for land Manager had previously purchased on behalf of the Shingle Springs Tribe, and for certain construction advances and certain accrued interest.

In connection with this financing arrangement, Manager entered into an Intercreditor and Subordination Agreement dated as of June 28, 2007 with Bank of New York Trust Company, N.A. (“BONY”), as trustee, and BONY, as collateral agent, by which payment of loans made by Manager to the Shingle Springs Tribe and other amounts payable by the Shingle Springs Tribe under the development and management agreement (including management fees payable to Manager with respect to the Foothill Oaks Casino), as well as security interests securing such payments, have been subordinated to the payment of and security interest securing such financing arrangement and certain additional financing arrangements as may be made available to the Shingle Springs Tribe.

In addition, Manager entered into a Notes Dominion Account Agreement dated June 28, 2007 with the Shingle Springs Tribe, BONY and Wells Fargo Bank, N.A., which established one or more accounts into which the Shingle Springs Tribe revenues will be deposited on a daily basis, and from which Manager will have the sole right to withdraw funds to make such payments required or permitted by its development and management agreement with the Shingle Springs Tribe as are also permitted by the financing arrangement, so long as no event of default has occurred with respect to such financing arrangement. Such accounts secure the $450 million senior note financing and certain additional financing arrangements as may be made available to the Shingle Springs Tribe and, on a subordinate basis, the loan, management fee and other payment obligations of the Shingle Springs Tribe to Manager.

Pursuant to a Security Agreement Acknowledgement dated June 28, 2007, Manager has agreed that the security interest granted by the Shingle Springs Tribe to secure amounts payable by the Shingle Springs Tribe to Manager will not attach to furniture, furnishings and equipment.

Copies of the Company’s material agreements relating to, and the press release announcing, the Shingle Springs Tribe senior note financing are attached as exhibits to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(a)	Not Applicable
(b)	Not Applicable
(c)	Not Applicable
(d)	Exhibits
10.1	Purchase Agreement dated as of June 22, 2007 among Lakes KAR — Shingle Springs, LLC, Shingle Springs Band of Miwok Indians, Shingle Springs Tribal Gaming Authority, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC.
10.2	Notes Dominion Account Agreement dated June 28, 2007 among Lakes KAR — Shingle Springs, LLC and the Bank of New York Trust Company, N.A.
10.3	Security Agreement Acknowledgement dated June 28, 2007 between Lakes KAR — Shingle Springs, LLC and the Shingle Springs Tribal Gaming Authority.
10.4	Intercreditor and Subordination Agreement dated June 28, 2007 among Lakes KAR — Shingle Springs, LLC and the Bank of New York Trust Company, N.A.
10.5	Assignment and Assumption Agreement dated April 20, 2007 among the Shingle Springs Board of Miwok Indians, Shingle Springs Tribal Gaming Authority and Lakes KAR — Shingle Springs, LLC
99.1	Lakes Entertainment, Inc. Press Release dated June 29, 2007

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LAKES ENTERTAINMENT, INC. (Registrant)
Date: July 5, 2007	/s/Timothy J. Cope
	Name:	Timothy J. Cope
	Title:	President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase Agreement dated as of June 22, 2007 among Lakes KAR — Shingle Springs, LLC, Shingle Springs Band of Miwok Indians, Shingle Springs Tribal Gaming authority, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC.
10.2	Notes Dominion Account Agreement dated June 28, 2007 among Lakes KAR — Shingle Springs, LLC and the Bank of New York Trust Company, N.A.
10.3	Security Agreement Acknowledgement dated June 28, 2007 between Lakes KAR — Shingle Springs, LLC and the Shingle Springs Tribal Gaming Authority.
10.4	Intercreditor and Subordination Agreement dated June 28, 2007 among Lakes KAR — Shingle Springs, LLC and the Bank of New York Trust Company, N.A.
10.5	Assignment and Assumption Agreement dated April 20, 2007 among the Shingle Springs Band of Miwok Indians, Shingle Springs Tribal Gaming Authority and Lakes KAR — Shingle Springs, LLC.
99.1	Lakes Entertainment, Inc. Press Release dated June 29, 2007

EX-10.1

Exhibit 10.1

EXECUTION COPY

$450,000,000

SHINGLE SPRINGS TRIBAL GAMING AUTHORITY

9³/₈% SENIOR NOTES DUE 2015

PURCHASE AGREEMENT

June 22, 2007

June 22, 2007

Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
c/o Morgan Stanley & Co. Incorporated
      1585 Broadway
     New York, New York 10036

Ladies and Gentlemen:

     Shingle Springs Tribal Gaming Authority, (the “Authority”), a wholly-owned unincorporated instrumentality of the Shingle Springs Band of Miwok Indians, a federally recognized Indian tribe (the “Tribe,” and together with the Authority, the “Tribal Parties”), proposes to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”) $450,000,000 principal amount of its 9³/₈% Senior Notes due 2015 (the “Securities”) to be issued pursuant to the provisions of an Indenture (the “Indenture”), to be dated the Closing Date (as defined below), among the Authority, the Tribe and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”).

     The Securities will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”).

     In connection with the sale of the Securities, the Authority and Lakes KAR-Shingle Springs, LLC, a Delaware limited liability company (the “Manager”) have prepared a preliminary offering memorandum (the “Preliminary Memorandum”) and will prepare a final offering memorandum (the “Final Memorandum”) including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Authority and the Tribe. For purposes of this purchase agreement (the “Agreement”), “Additional Written Offering Communication” means any written communication (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities other than the Preliminary Memorandum or the Final Memorandum, and “Time of Sale Memorandum” means the Preliminary Memorandum together with the Additional Written Offering Communications, if any, each identified in Schedule II hereto. As used herein, the terms Preliminary Memorandum, Time of Sale Memorandum and Final Memorandum shall include the documents, if any, incorporated by reference therein.

     In order to establish a security interest in certain collateral described in the Final Memorandum (the “Collateral”) to secure the Authority’s obligations under the Securities, on or before the Closing Date (as defined below) there will have been executed, (i) a Security Agreement by and among the Authority and the Trustee (the “Security Agreement”) (ii) a Cash Collateral and Disbursement Agreement among the Authority, the Disbursement Agent (as defined therein), the Collateral Agent (as defined therein), the Trustee, the Manager and the ICC (as defined therein) (the “Disbursement Agreement”), (iii) a certain Notes Dominion Account Agreement (the “Dominion Account Agreement” and, together with the Security Agreement, and the Disbursement Agreement, the “Collateral Documents”) among the Authority, the Collateral Agent, the Manager and a local depositary bank. This Agreement, the Securities, the Indenture and the Collateral Documents are hereinafter referred to collectively as the “Offering Documents.” The agreements set forth on Schedule III hereto are hereinafter referred to collectively as the “Material Agreements.” The Offering Documents and the Material Agreements are referred to, collectively, as the “Transaction Documents.”

     1. Representations and Warranties.

          1.01 Each of the Tribal Parties represents and warrants to, and agrees with, you that:

     (a) (i) the Time of Sale Memorandum does not, and at the time of each sale of the Securities in connection with the offering when the Final Memorandum is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Memorandum, as then amended or supplemented by the Authority, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Preliminary Memorandum, when taken together with the pricing term sheet listed on Schedule II hereto, does not contain and the Final Memorandum, in the form used by the Initial Purchasers to confirm sales and on the Closing Date (as defined in Section 4), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum based upon information furnished to the Authority in writing by an Initial Purchaser through you expressly for use therein.

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     (b) Except for the Additional Written Offering Communications, if any, identified in Schedule II hereto, and electronic road shows, if any, furnished to you before first use, the Authority has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any Additional Written Offering Communication.

     (c) The Tribe is an Indian tribe within the meaning of the Indian Gaming Regulatory Act of 1988, as amended (“IGRA”), with the authority to enter into and perform its obligations under the Offering Documents.

     (d) The Articles of Association of the Tribe (the “Articles”), duly and validly adopted by the Tribe on June 19, 1976, and amended thereafter from time to time, is the only articles of association of the Tribe and is the valid principal governing document of the Tribe.

     (e) The tribal council referred to in the Articles (the “Tribal Council”) is the governing body of the Tribe, and all members of the Tribal Council are validly serving.

     (f) The Tribal-State Compact between the State of California and the Tribe, effective May 16, 2000, as amended, (the “Compact”), has been duly and validly authorized, executed and delivered by each of the State of California and the Tribe, has been duly approved by the Secretary of the Interior of the United States, as required by IGRA, such approval has been duly published in the Federal Register in accordance with IGRA, and no further action is required to make the Compact effective. The Compact complies with the requirements of IGRA in all respects material to the ability of the Tribal Parties to perform their respective obligations under the Offering Documents. As of the date hereof, each of the Tribal Parties is in compliance with all material terms and conditions of the Compact.

     (g) The Financial Source Licensing regulation (the “Tribal Licensing Regulation”) adopted pursuant to Resolution GC 2007-01 of the Shingle Springs Tribal Gaming Commission (the “Tribal Gaming Commission”) applies to the Securities. California Gambling Control Commission Regulation CGCC-2 (the “State Bond Regulation”) applies to the Securities. The Indenture complies with the requirements for an indenture described in Section (g) of the State Bond Regulation.

     (h) In accordance with the Tribal Licensing Regulation, (a) no person who purchases less than 10% of the aggregate principal amount of the issued and outstanding Securities, (b) no agency of the federal, state or local government, (c) no federally or state-regulated bank or savings and

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loan association and (d) no securities dealer acting in compliance with Section 3(h)(ii) of the Tribal Licensing Regulation is required to be licensed as a “financial source” under the Compact. No person who is not an “initial holder” (as defined in the Tribal Licensing Regulation, and which term does not include any securities dealer acting in compliance with Section 3(h)(ii) of the Tribal Licensing Regulation) is required to be licensed as a financial source under the Compact prior to purchasing the Securities provided, that neither any holder that is not licensed or exempted from licensing by the Tribal Gaming Commission, nor any person acting on behalf of the holder, will have any right to enforce any payment obligation relating to the Securities against any revenues, property, or rights of the Authority or the Tribe, or any branch, department, agency, instrumentality, division, subsidiary, enterprise, authority or wholly-owned corporation or business of the Tribe until such time as the holder is licensed by the Tribal Gaming Commission. Further, in accordance with the Tribal Licensing Regulation, the Tribal Gaming Commission has determined that a registration by a Qualifying Institution (as defined in the Tribal Licensing Regulation) with the California Gambling Control Commission (“State Commission”) shall constitute a determination by the State Commission that the Qualifying Institution is suitable for licensure under the Compact and the Tribal Gaming Commission shall rely on such a determination as a determination of the suitability of the applicant for licensure as a Financial Source under the Compact.

     (i) The Tribal Council has duly and validly adopted the Tribal Gaming Ordinance of the Tribe (the “Gaming Ordinance”). As required by IGRA, the Gaming Ordinance was duly approved by the National Indian Gaming Commission (the “NIGC”) on July 6, 1996. The Gaming Ordinance (i) has not been further amended or repealed and is in full force and effect as the law of the Tribe, (ii) authorizes class II and class III gaming within the meaning of IGRA that is proposed to be conducted by the Authority, (iii) satisfies the requirements under IGRA that the Tribe adopt a gaming ordinance prior to engaging in class II or class III gaming and (iv) complies in all material respects with the requirements of the Compact and IGRA.

     (j) The Tribal Council has the requisite power and authority to adopt the ordinance dated April 20, 2007 entitled “An Ordinance of the Shingle Springs Band of Miwok Indians Establishing and Governing the Shingle Springs Tribal Gaming Authority” (the “Authority Ordinance”), which amended in its entirety the tribal ordinance dated May 12, 2004 entitled “Ordinance Establishing and Governing The Foothill Oaks Tribal Gaming Authority,” and said Authority Ordinance is the law of the Tribe.

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The Authority Ordinance (i) was duly and validly adopted by the Tribal Council, (ii) is in full force and effect, (iii) has not been further amended or repealed in any manner and (iv) is the governing law of the Tribe.

     (k) The Authority (i) is a wholly-owned unincorporated governmental authority of the Tribe and is not a separate entity from the Tribe for federal or state income tax purposes and (ii) is governed by a board of directors (the “Management Board”) which has the requisite power and authority to adopt resolution no. 2007-06 authorizing the Authority to enter into this Agreement, the Collateral Documents and the Indenture and to issue the Securities. The Management Board has duly adopted the resolution referenced in clause (ii) above and is in full force and effect and has not been amended or repealed in any manner. The Authority has not created and will not create any instrumentality, subdivision or subunit and the Authority does not have any Subsidiary.

     (l) Each of the Tribal Parties has all requisite power and authority necessary to enter into, execute, deliver and perform their obligations, if any, under the Offering Documents, and to consummate the transactions contemplated by the Time of Sale Memorandum.

     (m) No initiative or referendum rights exist for the members of the Tribe permitting any member or any number of members of the Tribe to call for or conduct, in any manner, a review of any actions taken by the Authority or the Tribal Council, whether by way of an initiative, referendum or otherwise, with respect to any authorization, execution, delivery or performance of its obligations under the Offering Documents, by the Authority or the Tribal Council or any actions contemplated to be taken by the Authority or the Tribal Council in connection therewith, except as set forth in Articles XI and XII of the Articles (the “Articles Referendum Right”). No vote or other action has ever occurred or been taken in connection with the Articles Referendum Right, and no vote or petition for a vote is pending or threatened with respect to any exercise of the Articles Referendum Right in connection with any matter that would reasonably be expected to (A) individually or in the aggregate, have a material adverse effect on the business, condition (financial or otherwise), results of operations, properties, affairs or prospects of the Authority, taken as a whole, or the ability of the Authority to timely perform its obligations under the Offering Documents, (B) interfere with or adversely affect the issuance or marketability of the Securities to be issued on the Closing Date, or (C) in any manner draw into question the validity of the Offering Documents or the Compact, the transactions described in the Time of Sale Memorandum or prohibit or prevent the Authority from using the proceeds from the offering of the Securities in the manner described in the Time of Sale Memorandum under the caption “Use of

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Proceeds” (any of the events set forth in clauses (A), (B) or (C), a “Tribal Parties Material Adverse Effect”).

     (n) This Agreement has been duly authorized, executed and delivered by each of the Tribal Parties and is a valid and binding agreement of each of the Tribal Parties, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (o) As of the Closing Date, the Securities will be duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be valid and binding obligations of the Authority, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture pursuant to which such Securities are to be issued.

     (p) As of the Closing Date, the Indenture will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Tribal Parties, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (q) As of the Closing Date, each of the Collateral Documents will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Tribal Parties that are parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (r) As of the Closing Date, each of the Material Agreements to which each of the Tribal Parties is a party will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Tribal Parties that are parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (s) Except as described in the Time of Sale Memorandum, there exist no conditions that would constitute a default (or an event which with notice or the lapse of time, or both, would constitute a default) by the Tribal Parties under any of the Offering Documents or Material Agreements to which each of the Tribal Parties is a party.

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     (t) Upon the (A) execution and delivery to the Collateral Agent (as defined in the Indenture) of each of the Collateral Documents and (B) filing of the UCC-1 financing statements as contemplated by the Collateral Documents; the Collateral Agent will have a valid, duly perfected, first priority security interest in all of the Collateral listed in the Collateral Documents, subject to any liens permitted by the Collateral Documents, as security for the payment of the obligations of the Authority under the Offering Documents. The actions, recordings and filings described in the immediately preceding sentence are the only actions, recordings and filings necessary to publish notice of and perfect the rights of the Collateral Agent in all of the Collateral, other than deposit accounts created after the Closing Date, except for such additional actions, recordings and filings as the Authority, the Initial Purchasers and the Trustee may determine prior to the Closing Date.

     (u) Except as described in the Time of Sale Memorandum, neither of the Tribal Parties is now and, after giving effect to the offering of the Securities, will be (i) in violation of any of its organizational documents, (ii) in default in the performance of any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, or (iii) in violation of the Compact or any local, tribal, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree (including, without limitation, any requirement, regulation or decree under IGRA or the Compact) applicable to each of the Tribal Parties or any of its assets or properties (whether owned or leased), other than, in the case of clauses (ii) and (iii), any default or violation that would not reasonably be expected to have a Tribal Parties Material Adverse Effect. Except as disclosed in the Time of Sale Memorandum, to the best knowledge of each of the Tribal Parties, there exists no condition that, with notice, the passage of time or otherwise, would constitute a default under any such document or instrument which default would have a Tribal Parties Material Adverse Effect. Each of the Tribal Parties is and has been in compliance with all local, tribal, state and federal statutes, laws, ordinances, rules and regulations applicable to its properties and its business, except where the failure so to be in compliance would not have a Tribal Parties Material Adverse Effect.

     (v) Except as described in the Time of Sale Memorandum, none of (i) the execution, delivery or performance by the Tribal Parties of this Agreement or the Collateral Documents or the Material Agreements, (ii) the issuance and sale of the Securities, and (iii) the consummation by the Tribal Parties of the transactions contemplated hereby and thereby or described in the Time of Sale Memorandum under the caption “Use of

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Proceeds” will (A) violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under (other than consents which were previously obtained or will have been obtained on or before the Closing Date), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Tribal Parties, or an acceleration of any indebtedness of the Tribal Parties, except for liens, charges, and encumbrances contemplated thereby, (B) violate or conflict with any organizational document of the Tribe, (C) assuming compliance with all applicable state securities and “blue sky” laws and assuming compliance by the Initial Purchasers of Section 6.4.6 of the Compact, and the State Bond Regulation, violate or conflict with any statute, rule or regulation applicable to each of the Tribal Parties or any of its respective assets or properties (including, but without limitation, any Gaming Law), (D) violate or conflict with any judgment, decree, order, statute, law, ordinance, rule or regulation of any court or any public, governmental or regulatory agency, body or authority having jurisdiction over each of the Tribal Parties or any of its respective assets or properties or (E) violate or conflict with any provision of any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which each of the Tribal Parties is a party or by which each of the Tribal Parties or its respective properties is or may be bound, other than, in the case of clauses (A), (C), (D) or (E), any default, violation or conflict that would not reasonably be expected to have a Tribal Parties Material Adverse Effect.

     (w) Other than as described in the Time of Sale Memorandum, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, (i) any court or governmental, regulatory or administrative agency or authority having jurisdiction over the Tribal Parties or any of their respective properties or assets (including, without limitation, the Secretary of the Interior or any Gaming Authority), or (ii) any other person is required for the execution, delivery and performance by each of the Tribal Parties of this Agreement and the consummation of the transactions contemplated hereby, except (A) such as have been or will be obtained and made on or prior to the Closing Date, (B) routine organizational filings and renewals of licenses, (C) routine filings under the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (D) filings with the applicable Gaming Authority or (E) where the failure to obtain any such consent, approval, authorization or order of, or filing, registration, qualification, license or permit would not, individually or in the aggregate, reasonably be expected to result in a Tribal Parties Material Adverse Effect.

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     (x) There has not occurred any material adverse change, or any development reasonably likely to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Tribal Parties, taken as a whole, from that set forth in the Time of Sale Memorandum provided to prospective purchasers of the Securities.

     (y) Except as described in the Time of Sale Memorandum, there are no tribal, state or federal legal, regulatory or governmental proceedings pending or threatened to which either of the Tribal Parties is a party or to which any of the properties of the Tribal Parties is subject other than proceedings accurately described in all material respects in the Time of Sale Memorandum and proceedings that would not have a material adverse effect on the Tribal Parties or on the power or ability of either of the Tribal Parties to perform its obligations under the Offering Documents or to consummate the transactions contemplated by the Time of Sale Memorandum and the Final Memorandum.

     (z) Each of the Tribal Parties (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Tribal Parties.

     (aa) Except as described in the Time of Sale Memorandum, neither of the Tribal Parties is subject to any alleged liability, or to the best knowledge of the Tribal Parties, potential liability (including, without limitation, alleged or potential liability or investigatory costs, cleanup costs, governmental response costs, natural resource damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (i) the presence or release into the environment of any Hazardous Material (as defined below) at any location, whether or not owned by the Tribal Parties, as the case may be, or (ii) any violation or alleged violation of any Environmental Law, which alleged or potential liability or violation or alleged violation would reasonably be expected to have a Tribal Parties Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act

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of 1980, as amended, (B) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl, and (E) any material, substance or waste classified or regulated as toxic, hazardous, pollutant or contaminant or words of similar meaning under or within the meaning of any other applicable law relating to protection of the environment.

     (bb) Each of the Tribal Parties possesses, and is operating in compliance with, all certificates, approvals, orders, franchises, authorities, licenses (including, without limitation, Gaming Licenses) or permits issued by the appropriate local, state, federal, tribal or foreign regulatory agencies or bodies (including any Gaming Authority) as are necessary to own and lease its properties and as are legally required for the operation of the Authority’s businesses as presently conducted or as described in the Time of Sale Memorandum (collectively, all such legally required certificates, approvals, orders, franchises, authorities, licenses and permits are referred to herein as “Licenses”), all of which are valid and in full force and effect, except as would not reasonably be expected to have a Tribal Parties Material Adverse Effect and except for such Licenses which the Tribe would not customarily possess at the date hereof but which will be obtained in the ordinary course of development of the casino. Neither of the Tribal Parties has received any notice of proceedings relating to, limiting, suspending, modifying, revoking or failing to renew any of such Licenses. The descriptions in the Time of Sale Memorandum of local, state, federal, tribal or foreign statutes, laws, ordinances, rules and regulations governing the Tribal Parties and their respective business, including, without limitation, any proposed amendments or additions to any such statutes, laws, ordinances, rules or regulations, are accurate in all material respects and fairly present the information required to be shown therein. Neither of the Tribal Parties has received any notice of the enactment, amendment or repeal of any such statutes, laws, ordinances, rules or regulations required to be described in the Time of Sale Memorandum, except for such enactments, amendments or repeals as are described in the Time of Sale Memorandum.

     (cc) On the Closing Date, the Authority will be insured by recognized and financially sound institutions with policies covering its properties, operations, personnel and businesses, in such amounts and with such deductibles and covering such losses and risks as are consistent with industry practice to protect the Authority and its business as in effect on the Closing Date (“Insurance”).

     (dd) Except as described in the Time of Sale Memorandum, there are no costs or liabilities associated with Environmental Laws

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(including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Tribal Parties Material Adverse Effect.

     (ee) Neither of the Tribal Parties is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     (ff) Neither the Authority nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act, an “Affiliate”) of the Authority has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (ii) offered, solicited offers to buy or sold the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

     (gg) McGladrey & Pullen LLP, who has certified or will certify the financial statements and schedules of the Authority included as part of and Time of Sale Memorandum, are independent auditors with regard to the Authority as required by the Securities Act and the rules and regulations promulgated thereunder.

     (hh) The historical financial statements of the Authority, together with related schedules and notes thereto, included in the Preliminary Memorandum, the Time of Sale Memorandum and the Final Memorandum present fairly the financial position of the Authority, as of the dates indicated and the results of operations and cash flows of the Authority, for the periods specified therein. Such historical financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods specified therein, and subject, in the case of interim statements, to normal recurring adjustments. Except as set forth in the Time of Sale Memorandum, since the date of the latest of such historical financial statements, there has been no material increase in the Indebtedness (as defined in the Time of Sale Memorandum) of the Authority, and there has been no material adverse change in the financial

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position, results of operations or business of the Authority. The other financial and statistical information and data of the Authority, included in the Preliminary Memorandum, the Time of Sale Memorandum and the Final Memorandum, have been fairly stated in all material respects in relation to the relevant financial statements, of the Authority, from which such information has been derived.

     (ii) None of the Authority, its Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities and the Authority and its Affiliates and any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S, except no representation, warranty or agreement is made by the Authority in this paragraph with respect to the Initial Purchasers.

     (jj) The waivers of sovereign immunity (including the related agreements to submit claims to binding arbitration) by the Tribal Parties contained in this Agreement are in compliance with all applicable federal, state, local government, tribal and Governmental Component laws, ordinances, rules, regulations and resolutions, and are irrevocable waivers, valid and legally binding on the Tribal Parties, enforceable against each in accordance with its terms and no further action is required to make them effective.

     (kk) It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

     (ll) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

     (mm) No law of the Tribe imposes any restrictions on the rate, yield or return payable by or on behalf of the Tribe or the Authority on its indebtedness.

     (nn) As of the Closing Date, each parcel of land on which the Foothill Oaks Casino is proposed to be located, together with all improvements related thereto included within the meaning of “Class III gaming facility” within the Compact (collectively, the “Casino Site”), will constitute Indian land, within the meaning of IGRA, over which the Tribe has jurisdiction and on which class II and class III gaming is permitted to be conducted by the Authority under IGRA. As of the Closing Date, the Casino Site will be held by the United States in trust for the benefit of the

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Tribe, subject to no mortgage, lien, easement, interest, estate or other encumbrance that would reasonably be expected to result in a Tribal Parties Material Adverse Effect.

     (oo) The Authority has the exclusive right to develop and operate, collect the revenues of, and pledge the revenues and assets of the Foothill Oaks Casino, subject to the ownership rights of the Tribe in and to the real property and the buildings and fixtures located thereon and related thereto held in trust for the Tribe by the United States and the rights of the Manager pursuant to the Development and Management Agreement. Upon completion of the Highway 50 interchange project described in the Time of Sale Memorandum, the Authority will have all necessary and desirable access and right to enter onto the lands held in trust for the Tribe for the purpose of operating the Foothill Oaks Casino and conducting the business of the Authority.

     (pp) Except as set forth in the Time of Sale Memorandum and the Final Memorandum, the contemplated operation and use and construction of the Foothill Oaks Casino and Resort in the manner set forth in the Time of Sale Memorandum and the Final Memorandum will be, at the time of operation and use and construction, as applicable, in compliance with all applicable municipal, county, state, tribal and federal laws, regulations, ordinances, standards, order and other regulations, except where the failure to comply therewith would not, individually or in the aggregate, have a Tribal Parties Material Adverse Effect. Except as set forth in the Time of Sale Memorandum and the Final Memorandum, under current applicable Gaming Laws, the Foothill Oaks Casino may be used for the purposes contemplated in the Time of Sale Memorandum, the Final Memorandum, the Indenture, the Securities and the Security Documents.

     (qq) The anticipated schedule of construction of the Foothill Oaks Casino is as set forth in the Final Memorandum. The anticipated cost of construction of the Foothill Oaks Casino (including interest, legal, architectural, engineering, planning, zoning and other similar costs) does not exceed the amounts for such costs set forth under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. In addition, each of the other amounts set forth under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum are based upon reasonable assumptions as to all matters material to the estimates set forth therein and are not expected to exceed the amounts set forth for such items.

     (rr) Except as disclosed in the Time of Sale Memorandum and the Final Memorandum, no relationship, direct or indirect, exists between or among any of the Tribal Parties, on the one hand, and the directors,

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officers, employees, representatives, council members or Affiliates, of any of the Tribal Parties, on the other hand, which would be required by the Securities Act to be described in the Final Memorandum if the Final Memorandum were a prospectus included in a registration statement on Form S-1 filed with the Securities and Exchange Commission.

     (ss) The statistical and market-related data included in the Time of Sale Memorandum and the Final Memorandum are based on or derived from sources which the Authority believes to be reliable and accurate in all material respects.

     (tt) The Secured Transactions Code of the Tribe (the “UCC”) was duly and validly adopted by the Tribal Council, and is a valid law of the Tribe. No applicable law, ordinance, rule, regulation or resolution of the Tribe, or any agency, subdivision, department, commission or enterprise (each, a “Governmental Component”) thereof conflicts with or contravenes the UCC.

     (uu) The Arbitration Code of the Tribe (the “Tribal Arbitration Code”) was duly and validly adopted by the Tribal Council, and is the valid law of the Tribe. No applicable law, ordinance, rule, regulation or resolution of the Tribe, any Governmental Component thereof or any court of the Tribe conflicts with or contravenes the Tribal Arbitration Code.

     (vv) None of the execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the application of the proceeds from the issuance of the Securities and the consummation of the transactions contemplated thereby as set forth in the Final Memorandum, will violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) promulgated by the Board of Governors of the Federal Reserve System or analogous foreign law and regulations.

     (ww) Other than the engagement letter with respect to the offering of the Securities, there are no contracts, agreements or understandings between the Tribal Parties and any other party that would give rise to a valid claim against any of the Tribal Parties for a brokerage commission, finder’s fee or like payment in connection with this offering or the issuance of the Securities.

     (xx) Other than those submitted for review by the Chairman of the National Indian Gaming Commission in connection with the approval of the Development and Management Agreement, as defined in the Indenture, none of the Offering Documents or the Material Agreements to which any Tribal Party is a party, taken individually or as a whole,

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constitutes a “management contract” or a “management agreement” within the meaning of 25 U.S.C. § 2711, or deprives the Authority of the sole proprietary interest and responsibility of the conduct of gaming. Other than those received or filed as of the Closing Date, no consent, approval, authorization or order of, and notice to or filing with, any governmental agency or body or any court, including specifically the Secretary of the Interior of the United States or the Chairman of the National Indian Gaming Commission, is required to be obtained in connection with the execution, delivery and performance of the Transaction Documents or as a condition of their validity or enforceability.

     The Tribal Parties acknowledge that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5 hereof, counsel for the Initial Purchasers, counsel for the Tribal Parties and counsel for the Manager will rely upon the accuracy and truth of the foregoing representations and hereby consent to such reliance.

     1.02 The Manager represents and warrants to, and agrees with, the Initial Purchasers and the Tribal Parties that:

     (a) The Manager has no subsidiaries, has been duly organized, is validly existing as a Delaware limited liability company in good standing under the laws of the jurisdiction of its organization, has the limited liability company power and authority to own its property and to conduct its business as described in the Time of Sale Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Manager, taken as a whole (the “Manager Material Adverse Effect”).

     (b) This Agreement has been duly authorized, executed and delivered by the Manager and is a valid and binding agreement of the Manager, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (c) Each of the Collateral Documents to which the Manager is a party has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Manager, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

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     (d) Each of the Material Agreements to which the Manager is a party has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Manager, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

     (e) The Manager is not now and, after giving effect to the offering of the Securities, will not be (i) in violation of any of its organizational documents, (ii) in default in the performance of any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, or (iii) in violation of any local, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree other than, in the case of clauses (ii) and (iii), any default or violation that would not reasonably be expected to have a Manager Material Adverse Effect. Except as disclosed in the Time of Sale Memorandum, to the best knowledge of the Manager, there exists no condition that, with notice, the passage of time or otherwise, would constitute a default under any such document or instrument referred to in clauses (i) and (ii) which default would have a Manager Material Adverse Effect. The Manager is and has been in compliance with all local, state and federal statutes, laws, ordinances, rules and regulations applicable to its properties and its business, except where the failure so to be in compliance would not have a Manager Material Adverse Effect.

     (f) None of (i) the execution, delivery or performance by the Manager of this Agreement or the Collateral Documents to which the Manager is a party or the Material Agreements to which the Manager is a party, and (ii) the consummation by the Manager of the transactions contemplated hereby and thereby will (A) violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under (other than consents which were previously obtained or will have been obtained on or before the Closing Date), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager, or an acceleration of any indebtedness of the Manager, except for liens, charges, and encumbrances contemplated thereby, (B) violate or conflict with any organizational document of the Manager, (C) violate or conflict with any statute, rule or regulation applicable to the Manager or any of its respective assets or properties (including, but without limitation, any Gaming Law), (D) violate or conflict with any judgment, decree, order, statute, law, ordinance, rule or regulation of any court or any public, governmental or regulatory agency, body or authority having jurisdiction

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over the Manager or any of its assets or properties or (E) violate or conflict with any provision of any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Manager is a party or by which the Manager or its properties is or may be bound, other than, in the case of clauses (A), (C), (D) or (E), any default, violation or conflict that would not reasonably be expected to have a Manager Material Adverse Effect.

     (g) Other than as described in the Time of Sale Memorandum, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, (i) any court or governmental, regulatory or administrative agency or authority having jurisdiction over the Manager or any of its properties or assets (including, without limitation, the Secretary of the Interior or any Gaming Authority), or (ii) any other person is required for the execution, delivery and performance by the Manager of this Agreement and the consummation of the transactions contemplated hereby and thereby, except (A) such as have been or will be obtained and made on or prior to the Closing Date, (B) routine organizational filings and renewals of licenses, (C) routine filings under the Securities Act and the Exchange Act, (D) filings with the applicable Gaming Authority or (E) where the failure to obtain any such consent, approval, authorization or order of, or filing, registration, qualification, license or permit would not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect.

     (h) There has not occurred any material adverse change, or any development which is reasonably likely to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Manager from that set forth in the Time of Sale Memorandum provided to prospective purchasers of the Securities.

     (i) Other than proceedings accurately described in all material respects in the Time of Sale Memorandum, there are no legal or governmental proceedings pending or, to the Manager’s knowledge, threatened to which the Manager is a party or to which any of the properties of the Manager is subject that would have a Manager Material Adverse Effect or that would adversely affect the power or ability of the Manager to perform its obligations under this Agreement, or to consummate the transactions contemplated by the Time of Sale Memorandum.

     (j) The Manager possesses, and is operating in compliance with, all certificates, approvals, orders, franchises, authorities, licenses (including, without limitation, Gaming Licenses (as defined in the

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Indenture)) or permits issued by the appropriate local, state, federal, tribal or foreign regulatory agencies or bodies (including any Gaming Authority) as are necessary to own and lease its properties as currently contemplated and as are legally required for (i) the performance of its obligations under the Material Agreements to which it is a party and (ii) for the operation of its business as presently conducted except those that would not reasonably be expected to result in a Manager Material Adverse Effect (collectively, all such legally required certificates, approvals, orders, franchises, authorities, licenses and permits are referred to herein as “Manager Licenses”), all of which are valid and in full force and effect. The Manager has not received any notice of proceedings relating to, limiting, suspending, modifying, revoking or failing to renew any of such Manager Licenses. The descriptions in the Time of Sale Memorandum of local, state, federal, tribal or foreign statutes, laws, ordinances, rules and regulations governing the Manager and its businesses, including, without limitation, any proposed amendments or additions to any such statutes, laws, ordinances, rules or regulations, are accurate in all material respects and fairly present the information required to be shown therein. The Manager has not received any notice of the enactment, amendment or repeal of any such statutes, laws, ordinances, rules or regulations required to be described in the Time of Sale Memorandum, except for such enactments, amendments or repeals as are described in the Time of Sale Memorandum.

     (k) All material tax returns required to be filed by the Manager in all jurisdictions have been so filed. All taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable have been paid, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without penalty or interest. To the knowledge of the Manager, there are no material proposed additional tax assessments against the Manager, or the assets or property of the Manager, except those tax assessments for which adequate reserves have been established.

     (l) There are no contracts, agreements or understandings between the Manager and any other party that would give rise to a valid claim against the Manager for a brokerage commission, finder’s fee or like payment in connection with this offering or the issuance of the Securities.

     (m) There exist no conditions that would constitute a default (or an event which with notice or the lapse of time, or both, would constitute a default) by the Manager under any of the Offering Documents or Material Agreements to which the Manager is a party.

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     (n) No other person other than the Manager and those disclosed in writing to the NIGC has an interest in the Material Agreements to which the Manager is a party which is required to be disclosed to the NIGC.

     (o) There are no management contracts or collateral agreements within the meaning of IGRA relating to the Foothill Oaks Casino to which the Manager is a party except for the Material Agreements and the Transaction Documents to which the Manager is a party.

     (p) The statistical and market-related data included in the Final Memorandum are based on or derived from sources which the Manager believes to be reliable and accurate in all material respects.

     (q) None of the Manager or its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers and the Tribal Parties, as to whom the Manager makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Manager or its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers and the Tribal Parties, as to whom the Manager makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Manager and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers and the Tribal Parties, as to whom the Manager makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

     (r) None of the information furnished by the Manager for use in either the Time of Sale Memorandum as of its date or the Final Memorandum, as of its date or as of the Closing Date contains or represents an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Time of Sale Memorandum, the Final Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Authority or the Manager in writing by the Initial Purchasers expressly for use in the Time of Sale Memorandum, the Final Memorandum or amendment or supplement thereto, as the case may be. Neither the Manager nor its

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Affiliates has distributed or will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Memorandum and the Final Memorandum.

     (s) The anticipated schedule of construction of the Foothill Oaks Casino is as set forth in the Final Memorandum. The anticipated cost of construction of the Foothill Oaks Casino (including interest, legal, architectural, engineering, planning, zoning and other similar costs) does not exceed the amounts for such costs set forth under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum. In addition, each of the other amounts set forth under the caption “Use of Proceeds” in the Time of Sale Memorandum and the Final Memorandum are based upon reasonable assumptions as to all matters material to the estimates set forth therein and are not expected to exceed the amounts set forth for such items.

     (t) Each certificate signed by any officer of the Manager and delivered to the Initial Purchasers, or counsel for the Initial Purchasers, shall be deemed a representation and warranty by the Manager to the Initial Purchasers as to the matters covered thereby.

     The representations and warranties of the Manager to the Tribal Parties under this Section 1.02 shall not survive the Closing Date. Other than claims made under Section 9 hereof, the Tribal Parties will not make a claim against the Manager after the Closing Date based solely on a breach of representations or warranties under this Section 1.02.

     The Manager acknowledges that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5 hereof, counsel for the Initial Purchasers, counsel for the Tribal Parties and counsel for the Manager will rely upon the accuracy and truth of the foregoing representations and hereby consent to such reliance.

     2. Agreements to Sell and Purchase. The Authority hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Authority the respective principal amount of Securities set forth in Schedule I hereto opposite its name at a purchase price of 97.9% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, to the Closing Date.

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     3. Terms of Offering. You have advised the Authority that the Initial Purchasers will make an offering of the Securities purchased by the Initial Purchasers hereunder as soon as practicable after this Agreement is entered into as in your judgment is advisable.

     4. Payment and Delivery. Payment for the Securities shall be made to the Authority in Federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on June 28, 2007, or at such other time on the same or such other date, not later than June 28, 2007, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.”

     The Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The Securities shall be delivered to you on the Closing Date for the respective accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, against payment of the Purchase Price therefor plus accrued interest, if any, to the date of payment and delivery.

     5. Conditions to the Initial Purchasers’ Obligations. The several obligations of the Initial Purchasers to purchase and pay for the Securities on the Closing Date are subject to the following conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

     (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Authority by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

     (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Tribal Parties from that set forth in the Time of Sale Memorandum as of the date of this Agreement provided to the prospective purchasers of the Securities that, in your judgment, is material and adverse and that makes it, in your judgment,

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impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Memorandum.

     (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each of the Tribal Parties, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Authority and the Tribe contained in this Agreement are true and correct as of the Closing Date and that the Authority and the Tribe have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date.

     The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

     (c) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Manager, to the effect that the representations and warranties of the Manager contained in this Agreement are true and correct as of the Closing Date and that the Manager has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

     The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened

     (d) The Initial Purchasers shall have received on the Closing Date an opinion dated the Closing Date, to the effect set forth in (i) Exhibit A of Faegre & Benson LLP, counsel for the Authority and the Tribe, (ii) Exhibit B of Karshmer & Associates, counsel for the Authority and the Tribe, (iii) Exhibit C of Gray, Plant, Mooty, Mooty & Bennett, P.A., Minnesota counsel for the Manager, and (iv) Exhibit D of Hamilton Quigley & Twait, PLC, special counsel for the Manager. Such opinion shall be rendered to the Initial Purchasers at the request of the Authority, Tribe and Manager, as applicable, and shall so state therein.

     (e) The Initial Purchasers shall have received on the Closing Date an opinion of Latham & Watkins LLP, counsel for the Initial Purchasers.

     (f) The Initial Purchasers shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers, from McGladrey & Pullen LLP, independent public accountants to the Authority, containing statements and information of the

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type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Time of Sale Memorandum and the Final Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

     (g) The Authority shall have received all governmental and regulatory approval required to be obtained prior to the Closing Date pursuant to this Agreement, the Collateral Documents and the Indenture.

     (h) The Tribal Gaming Commission shall have provided a complete exclusion from the licensing requirements of Section 6.4.6 of the Compacts for (i) all federally-regulated or state-regulated banks, savings and loans or other federally- or state-regulated lending institutions, (ii) any agency or the federal, state or local government or (iii) any investor, who, alone or in conjunction with others, holds less than 10% of any outstanding indebtedness evidenced by the bonds issued by such Tribe.

     (i) The State Commission shall have issued a determination that Morgan Stanley & Co. Incorporated meets the criteria for registration of Qualified Bond Holders pursuant to the provisions of CGCC-2. The Tribal Gaming Commission shall have licensed Morgan Stanley & Co. Incorporated as a financial source.

     (j) The Tribe and the Authority shall have received all requisite approvals from the NIGC in connection with the Offering Documents and the Material Agreements.

     (k) With respect to any Collateral Document to be executed on the Closing Date, the Authority and each of the other parties thereto shall have entered into each such Collateral Document to which each is a party. With respect to any Material Agreements to be executed at the Closing Time, the Authority and each of the other parties thereto shall have entered into each such Material Agreements to which each is a party. With respect to any Material Agreement entered into prior to the Closing Date, such Material Agreement shall be in full force and effect, and as of the date hereof, there shall not be any defaults or events of default, that with notice, the passage of time or otherwise could be a default, under any provisions of such Material Agreements by any party thereto, other than as would not, individually or in the aggregate, result in a Tribal Parties Material Adverse Effect. The Initial Purchasers shall have received executed copies of each Collateral Document and Material Agreement.

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     (l) The Initial Purchasers shall have performed a recent lien, tax lien, judgment and litigation search in each of the jurisdictions or offices in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect (with the priority required under the Collateral Documents) security interests in all assets and property of the Authority, and such search shall reveal no security interest, mortgage, pledge, lien, encumbrance, claim or equity; other than liens permitted by the Indenture and the Collateral Documents.

     (m) All documents and agreements shall have been filed, and other actions shall have been taken, as may be required to perfect the security interests of the Trustee and to accord the Trustee the priorities over other creditors of the Authority as contemplated by the Final Memorandum and Offering Documents. All consents to assignment of documents and agreements required by the Offering Documents shall have been executed by the third parties named therein.

     (n) On the Closing Date, the Initial Purchaser shall have received proof of insurance of the Authority that satisfies the insurance covenant in the Indenture.

     6. Covenants of the Authority. The Authority covenants with each Initial Purchaser as follows:

     (a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 6(d) or (e), as many copies of the Time of Sale Memorandum, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.

     (b) Before amending or supplementing the Preliminary Memorandum, the Time of Sale Memorandum or the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object.

     (c) To furnish to you a copy of each proposed Additional Written Offering Communication to be prepared by or on behalf of, used by, or referred to by the Authority and not to use or refer to any proposed Additional Written Offering Communication to which you reasonably object.

     (d) If the Time of Sale Memorandum is being used to solicit offers to buy the Securities at a time when the Final Memorandum is not

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yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Time of Sale Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers and to any dealer upon request, either amendments or supplements to the Time of Sale Memorandum so that the statements in the Time of Sale Memorandum as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Memorandum, as amended or supplemented, will comply with applicable law.

     (e) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law.

     (f) To cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request. The Authority shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation.

     (g) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Authority’s counsel and the Authority’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Preliminary Memorandum, the

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Time of Sale Memorandum, the Final Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Authority and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) 50% of the fees, disbursements and expenses of all counsel and consultants of the Initial Purchasers (including, but not limited to, counsel for the Initial Purchasers, Indian law counsel to the Initial Purchasers, any insurance consultant of the Initial Purchasers and the Independent Construction Consultant (as defined in the Indenture), (iii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iv) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (v) any fees charged by rating agencies for the rating of the Securities, (vi) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL or any appropriate market system, (vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (viii) the cost of the preparation, issuance and delivery of the Securities, (ix) the costs and expenses of the Authority relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Authority, travel and lodging expenses of the representatives and officers of the Authority and any such consultants, and the cost of any aircraft chartered in connection with the road show, (x) the document production charges and expenses associated with printing this Agreement and (xi) all other cost and expenses incident to the performance of the obligations of the Authority hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as otherwise provided in this Section, Section 9, and the last paragraph of Section 12, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

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     (h) Neither the Authority nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.

     (i) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

     (j) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Authority is then subject to Section 13 or 15(d) of the Exchange Act.

     (k) If requested by you, to use its best efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market.

     (l) None of the Authority, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Authority and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S.

     (m) During the period of two years after the Closing Date, the Authority will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them.

     (n) Not to take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

     7. Covenants of the Tribe. The Tribe covenants with each Initial Purchaser as follows:

     (a) To advise the Initial Purchasers promptly and, if requested by the Initial Purchasers, to confirm such advice in writing, of the happening

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of any event that makes any statements of a material fact made in the Time of Sale Memorandum untrue or that requires the making of any additions to or changes in the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (b) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Securities or to take any other action that would result in the sale of the Securities pursuant hereto or the Exempt Resales not being exempt from registration under the Securities Act.

     (c) To take any other actions reasonably requested by the Authority or the Initial Purchasers to enable the Authority to comply with its obligations set forth in Section 4 hereof.

     8. Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Authority that (i) it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, QIBs and (B) in the case of offers outside the United States, to persons other than U.S. persons (“foreign purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer Restrictions”.

     (b) Each Initial Purchaser, severally and not jointly, represents, warrants, and agrees with respect to offers and sales outside the United States that:

     (i) such Initial Purchaser understands that no action has been or will be taken in any jurisdiction by the Authority that would permit a public offering of the Securities, or possession or

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distribution of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required;

     (ii) such Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum or any such other material, in all cases at its own expense;

     (iii) the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act;

     (iv) such Initial Purchaser has offered the Securities and will offer and sell the Securities (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted in Section 8(a); accordingly, neither such Initial Purchaser, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and any such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;

     (v) such Initial Purchaser, in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Member State”), has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of Securities to the public in that Member State, except that it may, with effect from and including such date, make an offer of Securities to the public in that Member State:

     (A) at any time to legal entities which are authorized or regulated to operate in the financial markets

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or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

     (B) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

     (C) at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an “offer of Securities to the public” in relation to any Securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in that Member State;

     (vi) such Initial Purchaser has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom;

     (vii) such Initial Purchaser understands that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and represents that it has not offered or sold, and agrees not to offer or sell, directly or indirectly, any Securities in Japan or for the account of any resident thereof except pursuant to any exemption from the registration requirements of the Securities and Exchange Law of Japan and otherwise in compliance with applicable provisions of Japanese law; and

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     (viii) such Initial Purchaser agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

     “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.”

Terms used in this Section 8(b) have the meanings given to them by Regulation S.

     9. Indemnity and Contribution. (a) The Authority agrees to indemnify and hold harmless each Initial Purchaser, each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by, or referred to by the Authority, or the Final Memorandum or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Initial Purchaser furnished to the Authority in writing by such Initial Purchaser through you expressly for use therein.

          (b) The Manager agrees to indemnify and hold harmless each Initial Purchaser, each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Initial Purchaser within the meaning of

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Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), but only with reference to information furnished by the Manager to the Authority or the Initial Purchaser, as the case may be, in writing by the Manager for use in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by or referred to by the Authority or the Initial Purchasers, or the Final Memorandum or any amendment or supplement thereto.

          (c) The Manager agrees to indemnify and hold harmless each Tribal Party, each person, if any, who controls any Tribal Party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Tribal Party within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities related to third party actions or claims (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), but only with reference to information furnished by the Manager to the Authority or the Initial Purchaser, as the case may be, in writing by the Manager for use in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by or referred to by the Authority or the Initial Purchasers, or the Final Memorandum or any amendment or supplement thereto.

          (d) Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the members of the Tribal Council, the Authority, the Manager, their respective directors and officers and each person, if any, who controls the Authority or Manager within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Authority or Manager to such Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Authority or Manager, as the case may be, in writing by such Initial Purchaser through you expressly for use in the Preliminary Memorandum, the Time of Sale Memorandum, any Additional Written Offering Communication prepared by or on behalf of, used by or referred to by the Authority or Manager, or the Final Memorandum or any amendment or supplement thereto.

          (e) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a), 9(b), 9(c) or 9(d), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall

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pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Morgan Stanley & Co. Incorporated, in the case of parties indemnified pursuant to Section 9(a) and 9(b), by the Tribal Party in the case of parties indemnified pursuant to Section 9(c), and by the members of the Tribal Council, the Authority or Manager, as the case may be, in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

          (f) To the extent the indemnification provided for in Section 9(a), 9(b), 9(b) or 9(d) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,

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damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Tribal Parties, the Manager or the Initial Purchasers, as the case may be, from the offering of the Securities or (ii) if the allocation provided by clause 9(f)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(f)(i) above but also the relative fault of the Tribal Parties, the Manager or the Initial Purchasers, as the case may be, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Tribal Parties, the Manager or the Initial Purchasers, as the case may be, in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Tribal Parties or the Manager, as the case may be, and the total discounts and commissions received by the Initial Purchasers bear to the aggregate offering price of the Securities. The relative fault of the Tribal Parties, the Manager or the Initial Purchasers, as the case may be, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Tribal Parties, the Manager or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

          (g) The Authority, Manager and the Initial Purchasers agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(f) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this

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Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

          (h) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Authority and the Manager contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser, any person controlling any Initial Purchaser or any affiliate of any Initial Purchaser or by or on behalf of the Authority or Manager, as the case may be, their respective officers or directors or any person controlling the Authority or Manager, as the case may be, and (iii) acceptance of and payment for any of the Securities.

     10. Waiver of Sovereign Immunity, Arbitration and Non-Impairment.

         10.01 Irrevocable Waiver of Sovereign Immunity. Neither of the Tribal Parties consents to any suit, arbitration, legal process, enforcement proceeding, or any dispute resolution method, except as specifically provided in this Section 10.01. Each of the Tribal Parties hereby unconditionally and irrevocably waives its sovereign immunity and any and all defenses based thereon with respect to any claim, demand, dispute, action or cause of action brought by any Initial Purchaser arising under or in any way connected with or related or incidental to this Agreement, as the same may be amended or modified from time to time, whether now existing or hereafter arising and whether sounding in tort, contract or otherwise (collectively “Permitted Claims”), as further provided in Sections 10.01(a) – (f) hereof. Such waiver shall also extend (a) to permit the interpretation, enforcement and the seeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, injunction, mandamus, damages or otherwise) by the parties hereto (and their successors and assigns permitted hereunder) through arbitration proceedings as herein provided, and (b) to permit judicial actions to compel, enter judgment upon, enforce, modify or vacate any award or interim injunctive relief related to the arbitration proceedings in any of the Applicable Courts described in Section 10.02 below; provided however that such consent to arbitration does not amount to a general waiver of the sovereign immunity of either of the Tribal Parties.

          In connection with the foregoing waiver of sovereign immunity by each of the Tribal Parties:

          (a) Duration. The waiver shall commence on the date hereof and apply to all Permitted Claims that are commenced within three years after the occurrence of the facts that are the primary basis of the action, or if later, three years from the date those facts reasonably should have been discovered by the party bringing the action;

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          (b) Grantees. The grantee(s) of the waiver are each party hereto, together with their successors and assigns hereunder;

          (c) Scope. The scope of the waiver applies to all Permitted Claims brought to (i) interpret or enforce the provisions of this Agreement, including specifically and without limitation (including any limitation set forth in the proviso at the end of this paragraph) any claims for indemnification brought by the Initial Purchasers against the Tribal Parties under the terms of this Agreement, (ii) enforce and execute any order, judgment, or ruling resulting from such an action, or (iii) enforce any rights under the Indian Civil Rights Act, 25 U.S.C. § 1301 et seq., provided that no claim shall be brought for punitive or consequential damages or for any claim arising under federal or state securities laws;

          (d) Property and Funds. The only assets or rights against which any award, judgment or other order for relief arising from this waiver may be enforced are Gaming Assets as defined in Resolution 2007-20 (the “Tribal Finance Resolution”), whether held in the name of the Authority, the Tribe or any branch, department, agency, instrumentality, division, subsidiary, authority, enterprise, corporation, business or other entity directly or indirectly owned or controlled in whole or in part by either the Authority or the Tribe. Notwithstanding the foregoing, any revenues or other property transferred by the Authority to any of the Tribal Parties in compliance with the Securities Offering Documents shall, upon transfer, no longer constitute Gaming Assets;

          (e) Jurisdictions. The courts with jurisdiction with respect to the Permitted Claims are the Applicable Courts (as defined in Section 10.02 below) (subject to the obligation of each of the Tribal Parties to submit to arbitration as provided herein); and

          (f) Governing Law. The law applicable to the waiver and the Permitted Claims shall be the internal laws of the State of New York, except where application of the uniform commercial code of the State of New York will not recognize a lien and the perfection of a lien on any Gaming Assets as security for any performance of each of the Tribal Parties hereunder, and the UCC of the Tribe will recognize the lien or the perfection of the lien, in which case the law the Tribe, as applicable, that recognizes the lien and perfection shall apply.

     10.02 Designation of Applicable Courts and Jurisdictions. Each of the Tribal Parties hereby irrevocably consents to the following courts, jurisdictions and venues for the judicial actions described in Section 10.01 above (the “Applicable Courts”): (a) the United States District Court for the Southern District of New York, and all courts to which any appeal therefrom may be available; (b) or if those courts lack jurisdiction over the action, any court of the State of New York sitting in the City of New York, and all courts to which any

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appeal therefrom may be available; (c) if none of the foregoing courts shall have or accept jurisdiction, then the courts of the State of California, and all courts to which any appeal therefrom may be available and (d) if none of the foregoing courts shall have or accept jurisdiction, then any court of the Tribe (in the case of any Permitted Claim to which the Tribe or the Authority is a party).

     10.03 Additional Waivers as to Tribal Courts. Each of the Tribal Parties hereby unconditionally and irrevocably waives the jurisdiction of any tribal courts now or hereafter existing or created with respect to any Permitted Claim, except as provided in clause (d) of Section 10.02 above. Each of the Tribal Parties unconditionally and irrevocably waives the application of any rule or doctrine relating to exhaustion of tribal remedies or comity or abstention that might otherwise require a Permitted Claim be heard in a tribal court.

     10.04 Agreement not to Contest. In connection with any Permitted Claim, each of the Tribal Parties hereby unconditionally and irrevocably waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding in any court of the United States District Court, Southern District of New York, and any appellate court from which any appeals therefrom are available, any court of the State of New York sitting in the City of New York, County of New York, and any appellate court from which any appeals therefrom are available, or any court of the State of California and any appellate court from which any appeals therefrom are available. Each of the Tribal Parties consents to irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     10.05 Arbitration. Notwithstanding the irrevocable submission to the jurisdiction of the courts described above by each of the parties hereto, each such party irrevocably and unconditionally agrees that any party to any such instrument may (i) submit any controversy, claim, suit or other action between or among the parties thereto arising out of or relating to this Agreement, or the enforcement of rights hereunder, to binding arbitration or (ii) remove any such action brought by any other party in any forum other than an arbitration contemplated hereby and submit such action to be determined by binding arbitration. Any arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrators in accordance with the AAA Commercial Arbitration Rules. Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy will not constitute a waiver of the right of any party hereto to submit the controversy or claim to arbitration if any

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other party contests such action for judicial relief. Any arbitration undertaken pursuant this Agreement will take place in the City of New York, County of New York.

     11. Termination. The Initial Purchasers may terminate this Agreement by notice given by you to the Authority, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Authority shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Memorandum or the Final Memorandum.

     12. Effectiveness; Defaulting Initial Purchasers. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

     If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and

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the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to you and the Authority for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or of the Authority. In any such case either you or the Authority shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Time of Sale Memorandum, the Final Memorandum or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

     If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Authority to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Authority shall be unable to perform its obligations under this Agreement, the Authority will reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

     13. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements that relate to the offering of the Securities, represents the entire agreement between the Authority, the Tribe and the Initial Purchasers with respect to the preparation of the Preliminary Memorandum, the Time of Sale Memorandum, the Final Memorandum, the conduct of the offering, and the purchase and sale of the Securities.

          (b) The Authority acknowledges that in connection with the offering of the Securities: (i) the Initial Purchasers have acted at arms length, are not agents of, and owe no fiduciary duties to, the Authority or any other person, (ii) the Initial Purchasers owe the Authority only those duties and obligations set forth in this Agreement, and (iii) the Initial Purchasers may have interests that differ from those of the Authority. The Authority waives to the full extent permitted by applicable law any claims it may have against the Initial Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

     14. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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     15. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

     16. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

     17. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Initial Purchasers shall be delivered, mailed or sent to you in care of Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, Attention: High Yield Syndicate Desk, with a copy to the Legal Department; and if to the Authority shall be delivered, mailed or sent to P.O. Box 1660, El Dorado, California, 95623-1660, Attention: Chairperson.

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Very truly yours,
SHINGLE SPRINGS TRIBAL GAMING AUTHORITY
By:	/S/ Nicholas H. Fonseca Name: Nicholas H. Fonseca
	Title: Chairman, Tribal Council
By:	/S/ Richard Lawson Name: Richard Lawson
	Title: Chairman
SHINGLE SPRINGS BAND OF MIWOK INDIANS
By:	/S/ Nicholas H. Fonseca Name: Nicholas H. Fonseca
	Title: Chairman

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Acknowledged and agreed to as of the date hereof
LAKES KAR-SHINGLE SPRINGS, LLC
By:	/S/ Timothy Cope Name: Timothy Cope
	Title: President and CFO

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Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Wells Fargo Securities, LLC
By:	Morgan Stanley & Co. Incorporated
By:	/S/ Bryan W. Andrzejewski Name: Bryan W. Andrzejewski
	Title: Executive Director

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SCHEDULE I

	Principal Amount of
	Securities to be
Initial Purchaser	Purchased
Morgan Stanley & Co. Incorporated	$	261,000,000
Wells Fargo Securities, LLC	$	189,000,000
Total:	$	450,000,000

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SCHEDULE II

Time of Sale Memorandum

1.	Preliminary Memorandum issued June 11, 2007
2.	pricing term sheet dated June 22, 2007
3.	electronic roadshow posted on Netroadshow

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SCHEDULE III

Material Agreements

1.	Tribal-State Compact dated October 8, 1999, between the Tribe and the State of California, approved by the Secretary of the Interior on May 5, 2000 and effective as of May 16, 2000 by publication in the Federal Register, as amended from time to time.
2.	First Amended and Restated Memorandum of Agreement Regarding Gaming Development and Management Agreement dated October 13, 2003, between the Tribe and the Manager, as amended.
3.	Revised Agreement for Professional Services dated November 22, 2006, between the Authority and Cuningham Group Architecture, P.A.
4.	Contract for Preconstruction and Construction Services dated May 23, 2007, between the Authority and Rudolph and Sletten, Inc.
5.	Agreement for Engineering Services dated November 1, 2006, between the Tribe and Mark Thomas & Company, Inc.
6.	Master Construction Agreement dated April 25, 2007, between the Tribe and C.C. Myers, Inc.
7.	Escrow and Disbursement Agreement dated April 24, 2007, among C.C. Myers, Inc., the Authority, the California Department of Transportation, Wells Fargo Bank, National Association, and the Collateral Agent.
8.	Intercreditor and Subordination Agreement to be dated as of the date of the Indenture, among the Trustee, the Collateral Agent, the Authority, the Manager and any lenders of Indebtedness pursuant to the Indenture.
9.	Lakes Dominion Account Agreement to be dated as of the date of the Indenture, among the Manager, the Authority and the depository for the dominion account.
10.	Security Agreement dated October 13, 2003, between the Tribe and the Manager.
11.	Security Agreement Acknowledgement to be dated as of the date of the Indenture, between the Authority and the Manager.
12.	Contract for Construction dated May 23, 2007, between the Authority and Auburn Constructors, Inc.
13.	Amended Highway Development Encroachment Agreement dated July 3, 2003, among the Tribe, the United States, through the Bureau of Indian Affairs of the Department of the Interior and the State of California, through the California Department of Transportation.

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14.	Memorandum of Understanding and Intergovernmental Agreement dated September 28, 2006, between the Tribe and El Dorado County.
15.	Interim Promissory Note dated January 23, 2007, executed by the Tribe in favor of the Manager, as amended and in effect on the date of the Indenture.
16.	Amended and Restated Land Acquisition Note dated January 23, 2007, executed by the Tribe in favor of the Manager, as amended.
17.	Operating Note dated October 13, 2003, executed by the Tribe in favor of the Manager, as in effect on the date of the Indenture.
18.	Assignment and Assumption Agreement dated April 20, 2007, among the Tribe, the Authority and the Manager.
19.	Tribal Agreement dated April 20, 2007, between the Tribe and the Manager.
20.	Blocked Account Control Agreement to be dated as of the date of the Indenture, between the Authority, the Collateral Agent and U.S. Bank, National Association.
21.	Payment and Completion Guaranty dated May 23, 2007, executed by Perini Corporation in favor of the Authority.
22.	Owner Representation Agreement dated May 21, 2007, between the Authority and Cumming Corporation.
23.	Agreement for Engineering Services dated February 1, 2007, between the Tribe and Applied Engineering and Geology, Inc.
24.	Agreement for Engineering Services dated November 1, 2006, between the Tribe and HydroScience Engineers, Inc.
25.	Agreement for Engineering Services dated April 12, 2007, between the Tribe and HydroScience Engineers, Inc.
26.	Agreement for Engineering Services dated May 22, 2007, between the Tribe and HydroScience Engineers, Inc.
27.	Agreement for Engineering Services dated November 1, 2006, between the Tribe and Gene E. Thorne & Associates, Inc.
28.	Independent Construction Consultant’s Engagement Letter dated June 20, 2007, among Morgan Stanley & Co. Incorporated, the Trustee, the Disbursement Agent, the Authority and Rider Hunt Levett & Bailey LTD.
29.	Proposal to Provide Materials Testing dated May 29, 2007, between the Authority and Consolidated Engineering Laboratories.

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EXHIBIT A

FORM OF OPINION OF FAEGRE & BENSON LLP

     1. The Tribe is a federally recognized Indian tribe organized and existing under its Articles of Association defined in Exhibit D hereto.

     2. The Issuer validly exists as a wholly owned governmental authority of the Tribe under the Authority Ordinance defined in Exhibit D hereto.

     3. The Issuer has duly taken all necessary action under the Authority Ordinance and other Specified Tribal Laws to authorize the making and consummation of the offering of the Notes by the Issuer and the execution, delivery and performance by the Issuer of the Transaction Documents to which it is a party. For purposes hereof, the term “Specified Tribal Laws” means the Articles of Association and any ordinances of the Tribe or resolutions of the Tribal Council (defined below) or the Management Board (defined below) listed on Exhibit D hereto.

     4. The Tribe has duly taken all necessary action under its Articles of Association and other Specified Tribal Laws to authorize the execution, delivery and performance by the Tribe of the Transaction Documents to which it is a party.

     5. The Issuer is governed by its management board referred to in the Authority Ordinance (the “Management Board”), and all members of the Management Board are validly serving. The Management Board has the power to authorize officers of the Issuer to bind the Issuer and enter into the Transaction Documents to which it is a party and are signed by the Chairman of the Tribe referred to in the Articles of Association. The officer or officers of the Issuer who have approved and executed the Transaction Documents to which the Issuer is a party possess authority to execute the Transaction Documents to which the Issuer is a party on behalf of the Issuer and to bind the Issuer thereto.

     6. The Tribal Council of the Tribe referred to in the Articles of Association (the “Tribal Council”) is the governing body of the Tribe. The Tribal Council has the power to authorize officers of the Tribe to bind the Tribe and enter into the Transaction Documents to which it is a party and are signed by the Chairman of the Tribe referred to in the Articles of Association. The officer or officers of the Tribe who have approved and executed the Transaction Documents to which the Tribe is a party possess authority to execute the Transaction Documents to which the Tribe is a party on behalf of the Tribe and to bind the Tribe thereto.

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     7. Each of the Transaction Documents to which the Issuer is a party, except the Notes, has been duly authorized, executed and delivered by the Issuer. Each Transaction Document (except the Highway Escrow Agreement, which by its terms is governed by California law) to which the Issue is a party constitutes a valid and binding agreement of, the Issuer, enforceable against the Issuer in accordance with its terms.

     8. Each of the Lakes Documents has been duly authorized, executed and delivered by the Tribe and the Issuer, as applicable. While the Lakes Documents are by their terms governed by the law of a jurisdiction other than the State of New York or the State of Minnesota, and we therefore do not opine that such documents are enforceable against the Tribe or the Issuer, we are of the opinion that the Lakes Documents do not conflict in any material respect with applicable laws of the United States or Specified Tribal Laws. No further consent, approval or authorization of the Lakes Documents is required by the National Indian Gaming Commission, the Department of the Interior or any other federal governmental or regulatory authority.

     9. Each of the Transaction Documents to which the Tribe is a party has been duly authorized, executed and delivered by the Tribe. Each of the Transaction Documents (except the Highway Escrow Agreement, which by its terms is governed by California law) to which the Tribe is a party constitutes a valid and binding agreement of, the Tribe, enforceable against the Tribe in accordance with its terms.

     10. The Compact between the Tribe and the State of California providing for the conduct of class III gaming (as that term is defined in IGRA) by the Tribe made and entered into as of September 23, 1999 (the “Compact”) has been duly authorized, executed and delivered by the Tribe. In compliance with the requirements of the Indian Gaming Regulatory Act of 1988, as amended (“IGRA”), the Compact has been approved by the Secretary of the Interior of the United States, and a notice of such approval has been published in the Federal Register, and assuming the Compact has been validly authorized, executed and delivered under the laws of California, the Compact is effective under IGRA.

     11. The Tribe’s Shingle Springs Gaming Ordinance (the “Gaming Ordinance”) was validly adopted by Resolution 96-4 of the Tribal Council, approved by the National Indian Gaming Commission (the “NIGC”) in accordance with IGRA, and is in full force and effect as a law of the Tribe, and permits class II gaming (as that term is defined in IGRA) and class III gaming to be conducted by the Issuer and the Tribe.

     12. The site on which the casino portion of the Project is to be located constitutes “Indian lands” situated on the Tribe’s reservation within the meaning

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of 25 U.S.C. § 2703(4), and is eligible for the conduct of class II gaming and class III gaming.

     13. There is no requirement under the Specified Tribal Laws or the Compact that any holder of the Notes who is (a) a federally or state regulated bank, savings and loan, or other federally- or state-regulated lending institution, (b) an agency of the federal, state or local government, (c) an investor in the Notes who, alone or in conjunction with others, holds less than 10% of all other outstanding indebtedness evidenced by the Notes or other debt securities of the Issuer, or (d) a securities dealer acting in compliance with Section 3(h)(ii) of the Financial Source Regulation (defined below), solely in its capacity as a holder of Notes, apply for or receive any individual license, any individual certificate, or any other individual authorization from any federal, state, or tribal governmental authority, to acquire or retain the rights of a holder of Notes under the Indenture. The Shingle Springs Tribal Gaming Commission (the “Tribal Gaming Commission”) has validly adopted the “Financial Source Licensing Regulation” pursuant to Resolution GC 2007-1 of the Tribal Gaming Commission on June 11, 2007, providing for licensing procedures and exemptions from licensing of certain qualified holders of the Notes, and the Tribal Gaming Commission has taken all necessary actions to license Morgan Stanley & Co. Incorporated and exempt from licensing any holder of the Notes described in clauses (a), (b) (c), or (d) of the previous sentence.

     14. The Issuer has the requisite power and authority to own and operate the Business (as defined in the Indenture), to conduct the Business as described in the Final Memorandum and to enter into and perform its obligations under the Transaction Documents to which it is a party.

     15. The Security Agreement (as defined in Exhibit A) is effective to create a valid security interest in the Issuer’s right, title and interest in the Collateral (as defined in the Security Agreement) in favor of the Collateral Agent.

     16. Upon the acceptance of the Uniform Commercial Code financing statements attached hereto as Exhibit E by the Secretary of State of California and the Recorder of Deeds of the District of Columbia, the security interest in favor of the Collateral Agent in the Collateral (as defined in the Security Agreement) that consists of accounts (other than accounts described in Section 9-102(a)(6)(B) of the Uniform Commercial Code), general intangibles, goods, chattel paper, negotiable documents, investment property and instruments will be perfected.

     17. The provisions of the Disbursement Agreement (as defined in Exhibit A) are effective to perfect a security interest in the Issuer’s rights in each of the Construction Disbursement Account, the Interest Reserve Account and the Litigation Account (as defined in the Disbursement Agreement) in favor of the Collateral Agent.

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     18. The provisions of the Notes Dominion Account Agreement (as defined in Exhibit A) are effective to perfect a security interest in the Issuer’s rights in the Dominion Account (as defined in the Notes Dominion Account Agreement) in favor of the Collateral Agent. The provisions of the Control Agreement (as defined in Exhibit A) are effective to perfect a security interest in the Issuer’s rights in the Deposit Account (as defined in the Control Agreement) in favor of the Collateral Agent.

     19. The Notes are in the form contemplated by the Indenture. The Notes have been duly authorized by the Issuer for issuance and sale pursuant to the Purchase Agreement and the Indenture and, when executed by the Issuer and authenticated by the Trustee in the manner provided in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

     20. The Transaction Documents conform in all material respects to the descriptions thereof contained in the Final Memorandum.

     21. The waivers by each of the Issuer and the Tribe of sovereign immunity from unconsented suit, arbitration or other legal proceedings contained in any of the Transaction Documents to which it is a party are in compliance in all material respects with applicable laws of the United States and Specified Tribal Laws, are irrevocable and constitute valid, binding and enforceable obligations of the Issuer or the Tribe, as applicable. The consents of each of the Issuer and the Tribe to personal jurisdiction of the courts and arbitration forums contained in any of the Transaction Documents to which it is a party are in compliance in all material respects with applicable laws of the United States and Specified Tribal Laws and constitute valid, binding and enforceable obligations of the Issuer or the Tribe, as applicable; provided that we express no opinion as to whether a case would proceed in such courts or forums or would be required to proceed in the Tribal Courts of the Tribe as described in the Final Memorandum under the heading “Disputes relating to the notes may be required to be heard in our Tribal court system”. The Courts of the State of New York would have personal and subject matter jurisdiction over any action against either the Issuer or the Tribe to enforce the Transaction Documents to which it is a party.

     22. Based on Section 5-1401 of the General Obligations Law of the State of New York (“§5-1401”), a New York Court or a federal court sitting in New York as the forum state and applying New York conflict of law rules should give effect to the designation by the parties of the laws of the State of New York as the governing law with respect to each of the Transaction Documents (except the Notes Dominion Account Agreement, which by its terms is governed by California law), except (i) as otherwise provided in Section 1-105 (2) of the Uniform Commercial Code as in effect in the State of New York, (ii) that no

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opinion is rendered as to whether any such court would give effect to such designation if it were to determine that the result obtained from applying the laws of the State of New York would be contrary to a fundamental policy of a more interested jurisdiction and (iii) that the ability of any such court to give effect to such designation as required by §5-1401 may be limited by the full faith and credit clause and the due process clause of the United States Constitution and the doctrine of comity.

     23. The Tribe and the Issuer are hereinafter referred to collectively as the “Shingle Springs Parties,” and individually as a “Shingle Springs Party.” No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency of the United States or the Tribe, including the Secretary of the Interior or the Chairman of the NIGC, or pursuant to the Compact is required for any Shingle Springs Party’s execution, delivery and performance of the Transaction Documents to which it is a party, or the issuance and delivery of the Notes by the Issuer, or the enforceability of any of the foregoing, except (i) such as have been obtained or made by the applicable Shingle Springs Party and are in full force and effect, (ii) required filings of UCC financing statements in the offices described in paragraph 16, and (iii) those consents, approvals, authorizations and orders of a type customarily obtained subsequent to the commencement of construction, and except for state securities or blue sky laws, and except that court filings and orders may be required in order to enforce any of the Transaction Documents.

     24. The execution and delivery by each of the Shingle Springs Parties of the Transaction Documents to which it is a party and the performance of its obligations thereunder will not result in any violation of the provisions of the Articles of Association. The execution and delivery by each of the Shingle Springs Parties of the Transaction Documents to which it is a party and the performance of its obligations thereunder (i) will not result in any violation of the provisions any Specified Tribal Laws (other than the Articles of Association); (ii) will not constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer under, any Applicable Contract; (iii) will not result in any violation of any Applicable Order that names either of the Shingle Springs Parties and is specifically directed to either Shingle Springs Party or its property and (iv) will not result in any violation of any law of the United States. We do not express any opinion, however, as to whether the execution and delivery by each of the Shingle Springs Parties of the Transaction Documents to which it is a party and the performance of its obligations thereunder will constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer under, any Applicable Contract with respect to any accounting or financial ratios, tests or terms or any aspect of the financial condition or results of operations of the Shingle Springs Parties. For

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purposes hereof, the term “Applicable Contracts” means those agreements or instruments identified on Exhibit F hereto and the term “Applicable Orders” means those judgments, orders or decrees identified on Annex A to each of the Issuer’s Certificate and the Tribe’s Certificate.

     25. The Issuer is not, and immediately after receipt of payment for the Notes and application of the proceeds thereof as described in the Final Memorandum under the caption “Use of Proceeds” will not be, required to register as an investment company under the Investment Company Act of 1940.

     26. Assuming the accuracy of the representations, warranties and covenants of the Shingle Springs Parties, the Manager and the Initial Purchasers contained in the Purchase Agreement, no registration of the Notes under the Securities Act, and no qualification of an indenture under the Trust Indenture Act with respect thereto, is required in connection with the purchase of the Notes by the Initial Purchasers or the initial resale of the Notes by the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Final Memorandum; provided that no opinion is expressed as to when or under what circumstances any Notes initially sold by the Initial Purchaser may be reoffered or resold.

     27. Pursuant to authority provided in the Articles of Association the Tribal Council has enacted the Shingle Springs Tribal Court Ordinance establishing a Tribal Court and a three-judge appellate panel (together, the “Tribal Courts”), which constitute the judicial branch of the Tribe. The Tribal Courts have not adopted rules of civil or appellate procedure nor rules of judicial conduct applicable to proceedings before the Tribal Courts.

     28. None of the Transaction Documents, taken individually or collectively, constitutes a “management contract” requiring approval within the meaning of 25 U.S.C. § 2711, as defined in 25 C.F.R. § 502.15 or deprives the Tribe of the “sole proprietary interest and responsibility” for the conduct of the gaming activity of the Gaming Business within the meaning of IGRA.

     29. Pursuant to New York General Obligations Law Section 5-501-6.b., no law regulating the maximum rate of interest which may be charged, taken or received, including Section 190.40 and Section 190.42 of the New York Penal Law, shall apply to any loan or forbearance in the amount of two million five hundred thousand dollars or more.

     30. We have reviewed the statements in the Final Memorandum under the captions “Certain Relationships and Related Transactions,” “Description of Material Agreements,” “Descriptions of Other Indebtedness,” “Description of the Notes,” “Government Regulation,” and “Certain United States Federal Income and Estate Tax Considerations.” Insofar as such statements relate to matters of

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law or purport to be summaries of legal matters, legal proceedings or certain provisions of agreements, such statements fairly present and summarize, in all material respects, the matters referred to therein.

     We have participated in conferences with officers and other representatives of the Tribal Parties and the Manager, representatives of the independent public or certified public accountants for the Tribal Parties and the Manager and with representatives of the Initial Purchaser at which the contents of the Time of Sale Memorandum and the Final Memorandum and related matters were discussed and, although in this letter we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Time of Sale Memorandum or the Final Memorandum, on the basis of the foregoing, nothing has come to our attention which would lead us to believe that the Time of Sale Memorandum, as of the time the Purchase Agreement was executed, or that the Final Memorandum, as of its date or at the date hereof, contained or contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that we express no belief as to the financial statements or other financial or accounting information included in the Time of Sale Memorandum or the Final Memorandum or any amendments or supplements thereto).

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EXHIBIT B

FORM OF OPINION OF KARSHMER & ASSOCIATES

     1. Each of the California Law Transaction Documents to which the Tribe or the Issuer is a party (i) has been duly authorized, executed and delivered by such party, (ii) does not conflict with any law or administrative regulation of the State of California, and (iii) is the valid and legally binding obligation of each such party, enforceable against such party in accordance with its respective terms.

     2. Each of the California Law Material Agreements to which the Tribe or the Issuer is a party (i) has been duly authorized, executed and delivered by such party, (ii) does not conflict with any law or administrative regulation of the State of California, and (iii) is the valid and legally binding obligation of such party, enforceable against such party in accordance with its respective terms.

     3. To the extent governed by the California UCC, if applicable, the provisions of the Security Agreement of even date herewith securing the Securities (the Security Agreement) are effective to create a valid security interest in the Authoritys rights to the Collateral (as defined in the Security Agreement) in favor of the Collateral Agent (as defined in the Security Agreement), for the benefit of the Initial Purchasers and the Subsequent Purchasers, to secure the Secured Obligations (as defined in the Security Agreement).

     4. The California financing statements are in proper form for filing with the California Secretary of State.

     5. Under the California UCC, if applicable, the security interest of the Collateral Agent (as defined in the Security Agreement) in all Collateral (as defined in the Security Agreement) as to which a security interest may be perfected by filing a financing statement will be perfected upon the later of the attachment of the security interest or the filing of a financing statement in the office of the California Secretary of State, as the case may be.

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EXHIBIT C

FORM OF OPINION OF GRAY, PLANT, MOOTY, MOOTY & BENNETT

     1. The Manager is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

     2. The Manager has all requisite limited liability company power to own, lease and operate its properties and to conduct its business as described in the Time of Sale Memorandum and the Final Memorandum, to execute and deliver the Manager Transaction Documents, and to consummate the transactions contemplated by the Manager Transaction Documents.

     3. The Manager has taken all necessary limited liability company action to authorize the execution, delivery, and performance by the Manager of the Manager Transaction Documents and Lakes Documents, and each of the Manager Transaction Documents and Lakes Documents has been duly authorized, executed and delivered by the Manager.

     4. Each Manager Transaction Document constitutes the legal, valid, binding, and enforceable obligation of the Manager.

     5. No authorization or approval or other action by, and no notice or filing with, any governmental authority or other regulatory body is required in connection with the due execution, delivery and performance by the Manager of the Manager Transaction Documents.

     6. The execution and delivery of the Manager Transaction Documents do not, and the performance by the Manager of its obligations thereunder will not, (a) contravene the Manager Governing Documents, (b) constitute a breach of, or default under, any applicable Manager Material Agreement or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager, or (c) result in any violation of any applicable state or federal law or regulation applicable to the Manager.

     In addition, attorneys with this firm have participated in conferences with officers and other representatives of the Tribal Parties and the Manager, representatives of McGladrey & Pullen LLP, the independent public or certified public accountants for the Authority, and with representatives of the Initial Purchasers at which the contents of the Time of Sale Memorandum and the Final Memorandum and other related matters were discussed. Although we are not

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passing upon and have not independently checked or verified the accuracy, completeness or fairness of the statements contained in the Time of Sale Memorandum or the Final Memorandum, we advise you that the attorneys with this firm that participated in such conferences have no reason to believe that anything that they have reviewed in the Time of Sale Memorandum, as of the date of the Purchase Agreement or as of the date hereof, and the Final Memorandum, as of its date or as of the date hereof (except as to the financial statements, including the notes thereto and related schedules and other financial information and data included therein or omitted therefrom as to which we are not called upon to and do not express any opinion), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT D

FORM OF OPINION OF HAMILTON QUIGLEY & TWAIT, PLC

     1. The statements in the Final Memorandum under the captions “Risk Factors – Risks related to the Indian Gaming Industry,” “Description of Other Indebtedness,” “Certain Relationships and Related Transactions” and “Description of Material Agreements,” insofar as such statements constitute summaries of documents, have been reviewed by us as special counsel with respect to Indian/gaming laws and regulations and fairly present and summarize, in all material respects, the matters referred to therein.

     2. No authorization or approval or other action by, and no notice or filing with, any governmental authority or other regulatory body is required with respect to Indian/gaming laws and regulations in connection with the due execution, delivery and performance by the Manager of the Manager Transaction Documents.

     3. The execution and delivery of the Manager Transaction Documents do not, and the performance by the Manager of its obligations thereunder will not, (a) constitute a breach of, or default under, any applicable Material Manager Agreements or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager, or (b) result in any violation of any Indian/gaming laws and regulations applicable to the Manager.

     4. The Development and Management Agreement, as amended, listed on Schedule I constitutes a valid and binding agreement of the Manager, enforceable in accordance with its terms. With respect to this opinion, we note that a management contract for tribal gaming, such as the Development and Management Agreement, must be approved by the Chairman of the NIGC to be valid, and that the Development and Management Agreement has been so approved; however, under published regulations of the NIGC if the Chairman of the NIGC learns of any action or condition that violates the standards contained in certain of the NIGC’s regulations, the Chairman may require modifications of, or may void, a management contract previously approved by the Chairman, after providing the parties an opportunity for a hearing.

     5. Appropriate federal, state and tribal regulatory agencies have determined that the Manager is suitable under applicable federal and tribal law, including IGRA, the Compact and the Gaming Ordinance, to have a financial interest in, or have management responsibility for, the Development and Management Agreement.

     In addition, attorneys with this firm have participated in conferences with officers and other representatives of the Tribal Parties and the Manager, representatives of McGladrey & Pullen LLP, the independent public or certified public accountants for the Authority, and with representatives of the Initial

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Purchasers at which the contents of the Time of Sale Memorandum and the Final Memorandum and other related matters were discussed. Although we are not passing upon and have not independently checked or verified the accuracy, completeness or fairness of the statements contained in the Time of Sale Memorandum or the Final Memorandum (other than as specified above), we advise you that the attorneys with this firm that participated in such conferences have no reason to believe that anything that they have reviewed in the Time of Sale Memorandum, as of the date of the Purchase Agreement or as of the date hereof, and the Final Memorandum as of its date or as of the date hereof (except as to the financial statements, including the notes thereto and related schedules and other financial information and data included therein or omitted therefrom as to which we are not called upon to and do not express any opinion), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EX-10.2

Exhibit 10.2

NOTES DOMINION ACCOUNT AGREEMENT

     THIS DOMINION ACCOUNT AGREEMENT (the “Agreement”), dated as of June 28, 2007 (the “Effective Date”), among the SHINGLE SPRINGS TRIBAL GAMING AUTHORITY (the “Authority”), LAKES KAR-SHINGLE SPRINGS, LLC, a Delaware limited liability company (“Manager”), THE BANK OF NEW YORK TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the First Lien Secured Parties (defined below) and trustee for the Senior Notes (defined below) under the Indenture (defined below), and WELLS FARGO BANK, N.A. (the “Bank”).

W I T N E S S E T H:

     WHEREAS, the Authority is a wholly-owned unincorporated instrumentality of the Shingle Springs Band of Miwok Indians (“Tribe”), a federally recognized Indian tribe;

     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 of 1988, Public Law 100-497, 25 U.S.C. § 2701 et. seq. (as such may from time to time be amended, “IGRA”);

     WHEREAS, in accordance with IGRA, the Tribe has entered into the Tribal-State Compact for the conduct of Class III Gaming within the State of California;

     WHEREAS, the Tribe, acting through the Authority, proposes to develop, construct and operate, a full service gaming and entertainment facility to be commonly known as the Foothill Oaks Casino and certain related amenities located in El Dorado County, California;

     WHEREAS, the Tribe and Manager entered into a First Amended and Restated Memorandum of Agreement Regarding Gaming Development and Management Agreement dated as of October 13, 2003 (as amended by an Amendment dated June 16, 2004, a Second Amendment dated January 23, 2007, and a Third Amendment dated as of May 17, 2007, and as further amended from time to time, and as subject to the Assignment and Assumption Agreement referred to below, the “Development and Management Agreement”);

     WHEREAS, pursuant to the Development and Management Agreement, (a) the Manager has made and agreed to make certain loans in connection with the development, construction and equipping of the Facility (defined below) and certain related amenities, and (b) the Manager has agreed to manage the Facility and certain related amenities as more specifically set forth therein;

     WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of April 20, 2007 (the “Assignment and Assumption Agreement”), the Tribe assigned, and the Authority assumed, the rights and obligations of the Tribe under the Development and Management Agreement, the Interim Promissory Note, the Operating Note and other Transaction Documents (each as defined in the Development and Management Agreement);

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     WHEREAS, concurrently herewith, the Authority is issuing $450,000,000 aggregate principal amount of its 9 3/8% Senior Notes due 2015 (together with all other notes issued under the Indenture, and including all notes issued in exchange or replacement thereof, the “Senior Notes”), pursuant to that certain Indenture dated as of June 28, 2007 (as in effect on the date hereof, the “Indenture”) between the Authority and the Trustee (defined below), to finance costs to be incurred in connection with the acquisition, financing, design, development, construction, equipping and opening of the Facility;

     WHEREAS, concurrently herewith, the trustee under the Indenture (the “Trustee”), the Collateral Agent and the Manager have entered into the Intercreditor and Subordination Agreement (defined below) to (a) appoint the Collateral Agent as the agent for the Trustee for purposes of entering into the security documents and to receive, maintain, administer, enforce and distribute certain collateral shared by the Trustee and the Manager as provided in the Intercreditor and Subordination Agreement, (b) set forth certain provisions relating to the respective rights in such collateral, the exercise of remedies upon the occurrence of an event of default, the application of proceeds of enforcement and certain other matters and (c) set forth certain provisions relating to the subordination of the Manager Obligations (defined below) to the First Lien Secured Obligations (defined below), and certain other matters with respect thereto; and

     WHEREAS, the Authority, the Manager and the Collateral Agent desire to enter into this Agreement in order to (a) provide for the receipt, deposit and disbursement of Gross Revenues (defined below), (b) grant the Collateral Agent, for the benefit of the First Lien Secured Parties, a first priority security interest in such Gross Revenues and certain related collateral and proceeds thereof, (c) grant the Manager a second priority security interest in such Gross Revenues that constitute Enterprise Revenues (defined below) and certain related collateral and proceeds thereof (subject to subordination as provided herein and subordination of the Manager Obligations to the First Lien Secured Obligations pursuant to the Intercreditor and Subordination Agreement), and (d) implement the terms of the Intercreditor and Subordination Agreement, each for the purposes and in accordance with the terms 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 Development and Management Agreement as in effect on the date hereof.

     Section 1.2 Defined Terms. The following terms when used herein shall have the following meanings:

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     “Agreement” shall have the meaning set forth in the preamble.

     “Assignment and Assumption Agreement” shall have the meaning set forth in the recitals.

     “Authority” shall have the meaning set forth in the preamble.

     “Bank” shall have the meaning set forth in the preamble.

     “Bank Fees” shall mean the Bank’s customary fees and charges for the maintenance and administration of the Dominion Account and for treasury management and other account services provided with respect to the Dominion Account.

     “Business Day” shall mean a day other than (i) a Saturday or Sunday and (ii) any day on which banks located in the State of California are required or authorized by law to remain closed.

     “Cash Collateral and Disbursement Agreement” shall mean the Cash Collateral and Disbursement Agreement, dated as of June 28, 2007, among the Authority, the Manager, the Trustee, the Collateral Agent, The Bank of New York Trust Company, N.A., as disbursement agent, Rider Levett Bucknall Ltd., and the other parties thereto.

     “Cash Equivalents” shall have the meaning assigned to such term in the Indenture.

     “Class II Gaming” shall mean Class II Gaming as defined in IGRA.

     “Class III Gaming” shall mean Class III Gaming as defined in IGRA.

     “Collateral” shall mean the Gross Revenues, the Dominion Account and the cash and/or cash equivalents and other investment property deposited or credited thereto from time to time and sweep investments from time to time made with funds on deposit therein, each whether now or hereafter owned, existing, arising or acquired, including but not limited to the Enterprise Collateral, and including any proceeds of the foregoing.

     “Collateral Agent” shall have the meaning set forth in the preamble.

     “Collateral Agent Deposit Account” shall have the meaning set forth in Section 3.4(a).

     “Collateral Agent Notice of Exclusive Control” shall have the meaning set forth in Section 2.1(a).

     “Costs of Gaming Operations” shall mean all expenses for the operation of Class II Gaming and Class III Gaming activities pursuant to Generally Accepted Accounting Principles.

     “Costs of Incidental Operations” shall mean all expenses pursuant to Generally Accepted Accounting Principles incurred in operating the hotel, restaurants, food and beverage service, office space, swimming pool, fitness center, childcare, kids arcade, golf course and other

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commercial business areas comprising the Facility in which neither Class II Gaming nor Class III Gaming is conducted.

     “Deposit Account Orders” shall mean with respect to the Dominion Account, any instruction directing the disposition of any funds in the Dominion Account.

     “Development and Management Agreement” shall have the meaning set forth in the recitals.

     “Discharge” shall have the meaning assigned to such term in the Intercreditor and Subordination Agreement.

     “Dominion Account” shall mean, collectively, that certain Account No. 4121561039 owned and maintained by the Authority with the Bank formed by and subject to the terms of this Agreement (including without limitation any sub-accounts within such account), together with any replacement accounts with the Bank related to such account.

     “Effective Date” shall have the meaning set forth in the preamble.

     “Enterprise” shall mean the business of the Authority to be commonly known as the Foothill Oaks Casino which will conduct Class II Gaming and Class III Gaming at the Facility, and which shall include any other lawful commercial activity allowed in or near the Facility including, but not limited to, operating and managing office space, kids arcade, child care facility, hotel with swimming pool and golf course, restaurant, RV park, retail stores, entertainment facilities, or the sale of fuel, food, beverages, alcohol, tobacco, gifts, and souvenirs. “Enterprise” shall include, without limitation, the Facility.

     “Enterprise Collateral” shall mean the Enterprise Revenues, the Dominion Account and the cash and/or cash equivalents and other investment property deposited or credited thereto with respect to the Enterprise Revenues from time to time and sweep investments from time to time made with funds on deposit therein with respect to the Enterprise Revenues, each whether now or hereafter owned, existing, arising or acquired, and including any proceeds of the foregoing.

     “Enterprise Revenues” shall mean the Gross Revenues of the Enterprise, including without limitation credit card receivables and other accounts related to the Enterprise.

     “Facility” shall mean the permanent buildings, structures and improvements used by the Enterprise for its gaming and incidental operations located on the Gaming Site.

     “Financing Statements” shall have the meaning set forth in Section 2.1(c).

     “First Lien Secured Obligations” shall have the meaning assigned to such term in the Intercreditor and Subordination Agreement.

     “First Lien Secured Obligations Event of Default” shall have the meaning set forth in Section 5.1(b).

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     “First Lien Secured Obligations Event of Default Period” shall mean the period commencing as soon as practicable upon physical receipt by the Bank of a Collateral Agent Notice of Exclusive Control, but in no event later than the second (2^nd) Business Day following such receipt, and ending on the date that the Bank receives written instruction from the Collateral Agent that the First Lien Secured Obligations Event of Default set forth in such the Collateral Agent Notice of Exclusive Control has been cured or otherwise waived. The Collateral Agent may only give a Collateral Agent Notice of Exclusive Control following the occurrence and during the continuance of such a First Lien Secured Obligations Event of Default, and the Collateral Agent will give the Bank such a written instruction of cure or waiver promptly following any such cure or waiver unless (a) any First Lien Secured Obligation has been accelerated and (b) such cure or waiver does not reinstate such First Lien Secured Obligations so that they are no longer accelerated.

     “First Lien Secured Parties” shall have the meaning assigned to such term in the Intercreditor and Subordination Agreement.

     “Gaming Site” shall mean the Tribal Lands located in El Dorado County, California, used as the site for operating and constructing the Facility and the Enterprise.

     “Gross Gaming Revenues” shall mean the Authority’s total revenue from gaming operations (excluding any insurance proceeds received other than business interruption insurance proceeds and insurance proceeds received to reimburse the Authority for any claims included, or to be included, as Costs of Gaming Operations).

     “Gross Incidental Revenues” shall mean the Authority’s total receipts from operating the hotel, restaurants, food and beverage service, office space, swimming pool, fitness center, childcare, kids arcade, golf course and other commercial business areas comprising the Facility in which the Authority conducts neither Class II Gaming nor Class III Gaming, including without limitation any sales, hotel, use or other pass-through taxes collected on patrons which are to be consistent with those collected from patrons of other similar businesses in El Dorado County (but excluding any insurance proceeds received other than business interruption insurance proceeds and insurance proceeds received to reimburse the Authority for any claims included, or to be included, as Costs of Incidental Operations) .

     “Gross Revenues” shall mean the total of Gross Gaming Revenues and Gross Incidental Revenues of the Authority (including, without limitation, the Enterprise Revenues). It is understood and agreed that all net proceeds of asset sales and insurance and condemnation events (comprising Net Proceeds and Net Loss Proceeds, each as defined in the Indenture) shall be deposited into an account pledged to the Collateral Agent for the benefit of the First Lien Secured Parties.

     “IGRA” shall have the meaning set forth in the recitals.

     “Indenture” shall have the meaning set forth in the recitals.

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     “Intercreditor and Subordination Agreement” shall mean the Intercreditor and Subordination Agreement among the Collateral Agent, the Trustee and the Manager dated as of June 28, 2007.

     “Linked Account” shall mean any controlled disbursement account or other deposit account at any time linked to the Dominion Account by a zero balance account connection.

     “Manager” shall have the meaning set forth in the preamble.

     “Manager Event of Default” shall have the meaning set forth in Section 5.1(a).

     “Manager Notice of Exclusive Control” shall have the meaning set forth in Section 3.3(a).

     “Manager Obligations” shall mean all loans, compensation, fees, expenses and other amounts owing by the Authority or the Tribe to the Manager under or with respect to the Development and Management Agreement or the Interim Promissory Note, the Operating Note or any other Transaction Document or the Transition Loan (as each of such terms are defined in the Development and Management Agreement), including without limitation the Manager’s compensation pursuant to the Development and Management Agreement, together with any other Lakes Secured Obligations (as defined in the Intercreditor and Subordination Agreement) and any costs, expenses or other amounts hereafter owing by the Tribe or the Authority to the Bank or the Manager pursuant to the terms of this Agreement, each of the foregoing, whether now existing or hereafter incurred or arising.

     “Monthly Distribution Payment” shall mean the amount disbursable to the Authority on a monthly basis from Net Total Revenues (as defined in the Development and Management Agreement) pursuant to Section 6.5 of the Development and Management Agreement, excluding any payment required to be made under Section 6.5(a)(i) thereof.

     “Operating Expenses” shall have the meaning assigned to such term in the Indenture.

     “Permitted Accounts” shall mean those security and deposit accounts of the Authority permitted by the terms of the Indenture and the Cash Collateral and Disbursement Agreement.

     “Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, tribe or government (including any agency, component or political subdivision thereof) or other entity.

     “Returned Item Amounts” shall mean (i) any item deposited to the Dominion Account and returned unpaid, whether for insufficient funds or any other reason, and without regard to the timeliness of such return or the occurrence or timeliness of any drawee’s notice of non-payment, (ii) any item subject to a claim against the Bank for breach of transfer or presentment warranty under the Uniform Commercial Code, (iii) any automated clearing house (“ACH”) entry credited to the Dominion Account and returned unpaid or subject to an adjustment entry under applicable clearing house rules, whether for insufficient funds or for any other reason, and without regard to

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the timeliness of such return or adjustment, (iv) any credit to the Dominion Account from a merchant card transaction, against which a contractual demand for chargeback has been made, and (v) any credit to the Dominion Account made in error.

     “Senior Notes” shall have the meaning set forth in the recitals.

     “Senior Security Agreement” shall mean the Security Agreement dated as of June 28, 2007 between the Authority and the Collateral Agent.

     “Settlement Item Amounts” shall mean, in each case following the Bank’s receipt of a Collateral Agent Notice of Exclusive Control, (i) each check or other payment order drawn or payable against any Linked Account, which the Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business before the Bank has had a reasonable opportunity to act on such Collateral Agent Notice of Exclusive Control, and which is thereafter presented for settlement against the Dominion Account (after having been presented against the Linked Account), (ii) each check or other payment order drawn on or payable against the Dominion Account that the Bank cashes or exchanges for a cashier’s check or official check over its counters in the ordinary course of business on the Business Day on which it received such Collateral Agent Notice of Exclusive Control but after the Bank’s cutoff time for posting on such Business Day, (iii) each ACH credit entry by the Bank, as the originating depository financial institution on behalf of the Authority as the originator, which is initiated in the ordinary course of business before the Bank has had a reasonable opportunity to act on such Collateral Agent Notice of Exclusive Control, and which is thereafter settled, and (iv) any other payment order drawn on or payable against the Dominion Account, which the Bank pays or funds before the Bank has had a reasonable opportunity to act on such Collateral Agent Notice of Exclusive Control and which is first presented for settlement after the Bank has transferred funds from the Dominion Account to the Collateral Agent.

     “Transaction Document Event of Default” shall mean any of (i) the insufficiency of any distribution under Section 6.5 of the Development and Management Agreement to fund or any other default in the payment of or other failure to pay (A) the Manager’s compensation pursuant to the Development and Management Agreement, (B) obligations payable under the Interim Promissory Note or the Operating Note, or (C) any other Manager Obligation payable in accordance with the provisions of the Transaction Document governing the same, in each case subject to any applicable grace or cure period, (ii) any other default or Event of Default under or as defined in Development and Management Agreement or the Interim Promissory Note, the Operating Note or any other Transaction Document shall occur and continue beyond any applicable grace or cure period, (iii) any Material Breach (as defined in the Development and Management Agreement) by the Authority or the Tribe shall occur and continue for thirty (30) calendar days after written notice thereof has been sent to the Authority by the Manager, or (iv) without limiting the generality of the foregoing clause (iii), default by the Tribe under or any other material failure by the Tribe to perform in accordance with the Tribal Agreement shall occur and continue beyond any applicable grace or cure period.

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     “Tribal Agreement” shall mean the Tribal Agreement dated as of April 20, 2007, between the Tribe and the Manager, as the same may from time to time be amended.

     “Tribal Lands” shall mean all lands presently and in the future held in trust by the United States for the Tribe and all lands within the confines of the Shingle Springs Reservation and such lands as may be hereafter added thereto.

     “Tribal UCC Code” shall mean the Tribe’s Secured Transaction Ordinance.

     “Tribal-State Compact” shall have the meaning assigned to such term in the Development and Management Agreement.

     “Tribe” shall have the meaning set forth in the recitals.

     “Trustee” shall have the meaning set forth in the recitals.

     “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted in the State of New York, as the same may be amended from time to time.

ARTICLE 2
GENERAL COVENANTS

     Section 2.1 Creation of Dominion Account; Control; Perfection.

     (a) Establishment of Account.

          (i) There is hereby created with the Bank the Dominion Account, which shall be in the name of the Authority and subject to the terms and conditions of this Agreement.

          (ii) The Bank shall deposit into the Dominion Account, as received, each and every amount and item delivered to the Bank for deposit into the Dominion Account by or on behalf of the Authority.

          (iii) Subject to the following clause (iv) regarding a Collateral Agent Notice of Exclusive Control, only the Manager shall have the right and authority to make withdrawals from or exercise any other rights with respect to the Dominion Account (including the right to give Deposit Account Orders with respect to the Dominion Account), and the Bank will comply with any instructions of the Manager with respect to the disposition of funds from the Dominion Account without the further consent of or by the Authority, the Collateral Agent or any other Person (subject to any such Collateral Agent Notice of Exclusive Control). Notwithstanding the foregoing, if at any time the Bank receives a notice originated by the Collateral Agent of a First Lien Secured Obligations Event of Default (a “Collateral Agent Notice of Exclusive Control”), which the Collateral Agent agrees it may only give following the occurrence and during the continuance of such a First Lien Secured Obligations Event of Default, then during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such

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Collateral Agent Notice of Exclusive Control the Collateral Agent shall have the sole right and authority to make withdrawals from or exercise any other rights with respect to the Dominion Account (including the right to give Deposit Account Orders with respect to the Dominion Account), and the Bank will comply with any instructions of the Collateral Agent with respect to disposition of the funds from the Dominion Account without the further consent of or by the Authority, the Manager or any other Person. As used herein, the phrase “instruction with respect to the disposition of funds from the Dominion Account” or other similar phrase shall include Deposit Account Orders with respect to the Dominion Account.

          (iv) Prior to the delivery of a Collateral Agent Notice of Exclusive Control or at any time when a First Lien Secured Obligations Event of Default Period is not otherwise continuing, the Collateral Agent may not issue instructions directing the disposition of funds from the Dominion Account. Following the delivery of a Collateral Agent Notice of Exclusive Control and during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, the Manager may not issue instructions directing the disposition of funds from the Dominion Account. If notwithstanding the foregoing (i) the Collateral Agent issues instructions directing the disposition of funds from the Dominion Account prior to the delivery of a Collateral Agent Notice of Exclusive Control or at any time when a First Lien Secured Obligations Event of Default Period is not otherwise continuing, the Bank will follow only the instructions with respect to the disposition of funds from the Dominion Account issued by the Manager whether or not the Collateral Agent’s instructions conflict with any instructions issued by the Manager, and (ii) the Manager issues instructions directing the disposition of funds from the Dominion Account following the delivery of a Collateral Agent Notice of Exclusive Control and during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, the Bank will follow the instructions with respect to the disposition of funds from the Dominion Account issued by the Collateral Agent whether or not the Manager’s instructions conflict with any instructions issued by the Collateral Agent.

          (v) The Authority, the Manager and the Collateral Agent each acknowledge and agree that (i) without limiting the generality of Section 6.4(a), the Bank may rely on any Manager Notice of Exclusive Control, Collateral Agent Notice of Exclusive Control or other notice with respect to the Dominion Account contemplated by this Agreement believed by the Bank to be genuine and to have been signed or presented by the proper party, and the Bank shall have no obligation or duty to determine (A) whether any event, the occurrence of which is a condition to the giving of such notice, has occurred, or (B) whether the party giving such notice is otherwise authorized to do so, and (ii) the Bank shall be fully protected in performing its duties hereunder in good faith as set forth in this Agreement, including without limitation Sections 6.1, 6.2, 6.3 and 6.4 of this Agreement.

     (b) Agency for Control and Perfection. The Manager and the Collateral Agent agree, pursuant to Section 5.5 of the Intercreditor and Subordination Agreement, that, solely for purposes of perfecting the security interests granted pursuant to this Agreement, each shall act as agent for both the other and itself.

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     (c) Financing Statements/Legal Opinions. The Bank hereby acknowledges the security interest in the Collateral granted by this Agreement to the Collateral Agent by the Authority and the security interest in the Enterprise Collateral granted by this Agreement to the Manager by the Authority. The Authority authorizes, and in addition shall cause to be delivered to the Collateral Agent and the Manager on the date of execution of this Agreement or thereafter as the Collateral Agent or the Manager may request, (a) such financing statements and similar documents necessary to perfect the security interests granted to the Collateral Agent and the Manager pursuant to this Agreement (the “Financing Statements”), it being understood that, without limiting the generality of the foregoing, the Authority hereby authorizes, and will execute and file, such financing statements or continuation statements in respect thereof, or amendments thereto, and such other instruments or notices, as the Manager or the Collateral Agent may deem necessary or desirable, or as the Bank, the Manager or the Collateral Agent may reasonably request, in order to perfect, preserve, and enhance the security interests granted hereby, in each case without the additional signature or consent of the Authority where permitted by law, (b) a legal opinion, in form and substance reasonably acceptable to Morgan Stanley & Co. Incorporated, or after the issuance of the Senior Notes, the Collateral Agent, opining as to the due authorization, execution, delivery and enforceability of this Agreement and the Financing Statements by the Authority and the validity and perfection of the security interest granted to the Collateral Agent hereby, together with opinions as to the Authority’s sovereign immunity waiver and noncontravention with laws and agreements, and (c) a legal opinion, in form and substance reasonably acceptable to the Manager, opining as to the due authorization, execution, delivery and enforceability of this Agreement and the Financing Statements by the Authority and the validity and perfection of the security interest granted to the Manager hereby, together with opinions as to the Authority’s sovereign immunity waiver and noncontravention with laws and agreements.

     (d) [Intentionally omitted]

     (e) Dominion Account. The Bank hereby agrees and confirms that it has established the Dominion Account as set forth and defined in this Agreement. Until this Agreement terminates in accordance with the terms hereof, the Collateral Agent and the Manager each shall have “control” (within the meaning of Section 9-104 of the Uniform Commercial Code) of the Dominion Account, subject to the terms of this Agreement. Each of the Authority and the Bank agrees that it has not and will not execute and deliver, or otherwise become bound by, any agreement under which it agrees with any Person other than the Manager or the Collateral Agent to comply with Deposit Account Orders originated by such Person relating to the Dominion Account. If the Bank or the Authority obtains knowledge that any Person has asserted a lien, encumbrance or adverse claim against the Dominion Account, such party will promptly notify the Manager and the Collateral Agent thereof. For so long as this Agreement remains in effect, the Bank waives its rights of chargeback, setoff (including such right of setoff as set forth in Section 9-340 of the Uniform Commercial Code) and/or banker’s lien against the Dominion Account (except for debits to the Dominion Account for the payment of Returned Item Amounts, Settlement Item Amounts, or Bank Fees). In the event that the Bank has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in the Dominion Account, the Bank agrees that such lien or security interest shall be subordinate to the lien and security

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interest of the Manager or the Collateral Agent. Regardless of any provision in any other agreement, for purposes of the Uniform Commercial Code, the State of New York shall be deemed to be the Bank’s jurisdiction (within the meaning of Section 9-304 of the Uniform Commercial Code).

     (f) Debit Amounts.

          (i) The Bank may pay any Returned Item Amounts, Settlement Item Amounts and Bank Fees by debiting the Dominion Account on the Business Day that such Returned Item Amounts, Settlement Item Amounts or Bank Fees are due and payable, without notice to any other party.

          (ii) If there are not sufficient funds in the Dominion Account to cover fully such Returned Item Amounts, Settlement Item Amounts or Bank Fees on the Business Day they are debited from the Dominion Account, the unpaid amounts thereof will be paid by the Authority sending the Bank a check in the amount of such unpaid amounts, without setoff or counterclaim, within fifteen (15) calendar days after the Bank’s demand to the Authority for payment by the Authority of such amounts.

          (iii) The Manager agrees that, other than during a First Lien Secured Obligations Event of Default Period, any Returned Item Amounts or Bank Fees not paid by the Authority in accordance with the provisions of clause (ii) above will be paid by the Manager sending the Bank a check in the amount of such unpaid amount, without setoff or counterclaim, within thirty (30) calendar days after the Bank’s demand to the Manager for payment by the Manager of such unpaid amount (provided that (x) with respect to Returned Item Amounts, the Manager’s liability shall be limited to the extent the Manager received proceeds from the corresponding Returned Item Amounts and (y) with respect to Banks Fees, the Manager’s liability shall be limited to the amount of funds that have been disbursed to the Manager from the Dominion Account under this Agreement). The Authority will promptly indemnify the Manager with respect to any amounts so paid pursuant to this clause (iii), and, if such indemnification is not promptly made, the amounts so paid shall be deemed to be Costs of Gaming Operations under the Development and Management Agreement.

          (iv) The Collateral Agent agrees that, after delivery of a Collateral Agent Notice of Exclusive Control and during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, any amount not paid by the Authority in accordance with the provisions of clause (ii) above will be paid by the Collateral Agent sending the Bank a check in the amount of such unpaid amount, without setoff or counterclaim, within thirty (30) calendar days after the Bank’s demand to the Collateral Agent for payment by the Collateral Agent of such unpaid amount (provided that (x) with respect to Returned Item Amounts, the Collateral Agent’s liability shall be limited to the extent the Collateral Agent received proceeds from the corresponding Returned Item Amounts and (y) with respect to Settlement Item Amounts or Banks Fees, the Collateral Agent’s liability shall be limited to the amount of funds that have been disbursed to the Collateral Agent from the Dominion Account under this Agreement). The Authority will promptly indemnify the

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Collateral Agent with respect to any amounts so paid pursuant to this clause (iii), and, if such indemnification is not promptly made, the amounts so paid shall be deemed to be Costs of Gaming Operations under the Development and Management Agreement.

     Section 2.2 Deposit of Gross Revenues.

          (a) The Authority agrees that it will direct the Manager and any other applicable parties to cause all Gross Revenues to be transferred to the Bank on each Business Day for deposit into the Dominion Account. If any Gross Revenues are inadvertently deposited in any other account, the Authority shall immediately transfer or cause to be transferred all such Gross Revenues or other Collateral, consisting of cash and other collected funds directly by wire transfer of immediately available funds to the Dominion Account, on each Business Day.

          (b) In the event that the Authority receives any payment that should have been deposited into the Dominion Account as provided pursuant to this Agreement, the Authority agrees that it will hold such amounts in trust for the benefit of the Collateral Agent and the Manager as set forth herein, and shall not commingle any such funds with any of its funds or other property and shall immediately transfer such amounts to the Bank for deposit into the Dominion Account.

          (c) The Authority agrees that the Bank’s officers, agents and employees are irrevocably authorized by it to endorse for payment to the Bank any instruments received by the Bank for deposit into the Dominion Account. Notwithstanding the foregoing, if the security interest granted pursuant to Section 3.1 to the Collateral Agent is released or terminated for any reason (including, without limitation, in connection with the payment in full, or other Discharge, of the First Lien Secured Obligations), only Enterprise Revenues shall be required thereafter to be deposited in the Dominion Account pursuant to this Section 2.2. To the extent Manager controls the disposition of Gross Revenues, the Manager shall also cause all Gross Revenues to be deposited into the Dominion Account.

          (d) The Manager, the Collateral Agent and the Authority agree that all Gross Revenues that do not also constitute Enterprise Revenues, as well as any Collateral that does not also constitute Enterprise Collateral, will be deposited in a sub-account within the Dominion Account or otherwise segregated or separately accounted for.

     Section 2.3 Withdrawals from Dominion Account.

          (a) Subject to the Manager’s rights under Section 5.2, and further subject at all times to a Collateral Agent Notice of Exclusive Control of the Collateral Agent, the Manager acknowledges and agrees with the Authority and the Collateral Agent that during each calendar month it may only make (i) such transfers from the Dominion Account relating to sweep investments made in accordance with this Agreement with funds on deposit in the Dominion Account, and (ii) such transfers from the Dominion Account to and for the benefit of each of the Authority and the Manager in such amounts, for such purposes, and as and when both (A) required or permitted under the Development and Management Agreement and (B) permitted

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under the Indenture. Except during any First Lien Secured Obligations Event of Default Period, in connection with any such withdrawals and transfers and any other aspects of the Dominion Account, the Bank shall acknowledge and comply with only the withdrawal requests and other directions (including Deposit Account Orders with respect to the Dominion Account) received from the Manager, except as provided in an arbitration award in an arbitration to which the Manager and the Authority are parties, and, for avoidance of doubt, the Bank shall so comply without further consent by the Authority or any other Person.

          (b) Notwithstanding anything contained in the foregoing clause (a), upon receipt by the Bank of a Collateral Agent Notice of Exclusive Control, then during the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, the Bank shall acknowledge and comply with only the withdrawal requests and other directions (including Deposit Account Orders with respect to the Dominion Account) received from the Collateral Agent; provided, however, that following the receipt by the Bank of a Collateral Agent Notice of Exclusive Control and during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, the Collateral Agent, on behalf of the Authority and the Manager, shall make withdrawals from the Dominion Account for the payment of certain Operating Expenses as and to the extent set forth in the Intercreditor Agreement.

     Section 2.4 Interest. Subject to Section 3.3 of this Agreement, funds in the Dominion Account shall be invested in sweep investments qualifying as Cash Equivalents that are reasonably acceptable to the Authority, the Manager and the Bank and otherwise in conformity with the terms of the Indenture. No such investments shall be subject to or held in a margin account. Any interest accruing with respect to amounts now or hereafter on deposit with respect to the Dominion Account, and all interest or other income accruing from such sweep investments, shall be deposited into the Dominion Account and become part of the proceeds of the Collateral and distributed as part of such proceeds. Notwithstanding anything to the contrary contained in this Section 2.4, Section 3.3 or otherwise, the Bank shall not be responsible for determining if any sweep investment qualifies as Cash Equivalents.

     Section 2.5 Monthly Reporting. On or before the fifth (5^th) Business Day of each calendar month, the Bank shall provide to the Authority, the Manager and the Collateral Agent an account statement with respect to the Dominion Account reflecting all deposits to, withdrawals from and charges credited against the Dominion Account.

ARTICLE 3
PLEDGE AND GRANT OF SECURITY INTERESTS

     Section 3.1 Grant of the Security Interest to the Collateral Agent. Subject to the terms of the Intercreditor and Subordination Agreement, as security for the payment and performance of all of the First Lien Secured Obligations, the Authority hereby pledges to the Collateral Agent and grants a continuing first priority security interest to the Collateral Agent in all of the Authority’s right, title and interest in and to the Collateral.

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     Section 3.2 Grant of the Security Interest to the Manager. Subject to the terms of the Intercreditor and Subordination Agreement, as security for the payment and performance of all of the Manager Obligations, the Authority hereby pledges to the Manager and grants a continuing security interest to the Manager in all of the Authority’s right, title and interest in and to the Enterprise Collateral. Such security interest shall be subordinate to the security interest of the Collateral Agent for the benefit of the First Lien Secured Parties as set forth in the Intercreditor and Subordination Agreement.

     Section 3.3 Control; Investment Instructions.

     (a) Subject to a Collateral Agent Notice of Exclusive Control as set forth in Section 2.1 and Section 3.3(b), the Bank covenants and agrees that it will comply with all instructions, requests or other directions originated by the Manager concerning the Dominion Account at any time without further consent by the Authority, the Collateral Agent or any other party. Except as otherwise provided in this Agreement, the Bank shall accept sweep investment instructions with respect to the Collateral held in the Dominion Account at the direction of the Authority or its authorized representatives and Manager until such time as Manager delivers a written notice to Agent and the Authority in accordance with Section 5.2(a) that Manager is thereby exercising exclusive control over the Account (“Manager Notice of Exclusive Control”); provided that amounts on deposit in the Dominion Account may only be invested in sweep investments qualifying as Cash Equivalents; provided, further, that the proceeds from the sale of any such investments are deposited in or credited to the Dominion Account contemporaneously with such transaction; and provided, further, such investment instructions shall not affect the type or nature of Collateral for attachment and perfection purposes under the Uniform Commercial Code. After the Bank receives a Manager Notice of Exclusive Control, it will immediately cease complying with any investment instructions concerning the Dominion Account originated by the Authority or its representatives and shall comply with only such investment instructions as are originated by the Manager.

     (b) Notwithstanding the foregoing Section 3.3(a), if the Bank receives a Collateral Agent Notice of Exclusive Control, then during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, the Bank will immediately cease complying with any sweep investment instructions concerning the Dominion Account originated by the Authority or the Manager or any of their representatives and shall comply with only such sweep investment instructions as are originated by the Collateral Agent; provided that amounts on deposit in the Dominion Account may only be invested in sweep investments qualifying as Cash Equivalents; provided, further, that the proceeds from the sale of any such investments are deposited in or credited to the Dominion Account contemporaneously with such transaction; and provided, further, such investment instructions shall not affect the type or nature of Collateral for attachment and perfection purposes under the Uniform Commercial Code.

     Section 3.4 Duration and Transfer of Funds in Dominion Account.

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     (a) Manager. The pledge and security interest granted herein in the Enterprise Collateral will continue with respect to the Manager, subject to the terms of the Intercreditor and Subordination Agreement, until (i) indefeasible payment in cash in full of all of the Manager Obligations, (ii) other Discharge of the Manager Obligations, or (iii) the cancellation or termination by the Manager under a written cancellation instrument signed by the Manager or except as otherwise provided in an arbitration award made in an arbitration to which the Manager and the Authority are parties. If the pledge and security interest granted to the Manager herein are terminated for any reason, including pursuant to this Section, the Manager shall have no further interest in the Dominion Account or the funds on deposit therein, and shall deliver written notice thereof to the Collateral Agent and the Bank. Thereafter, the Manager or the Collateral Agent (as applicable) shall direct the Bank to follow the transfer instructions of the Authority and the Authority shall transfer all of the funds held in the Dominion Account to a separate deposit account (the “Collateral Agent Deposit Account”) that is (i) subject to an account control agreement in favor of the Collateral Agent for the benefit of the First Lien Secured Parties in form and substance satisfactory to the Collateral Agent, and (ii) in which the Collateral Agent holds a first priority security interest to all of the Authority’s right, title and interest in such funds and such account for the benefit of the First Lien Secured Parties. Following such transfer, this Agreement shall terminate and all future Gross Revenues shall be deposited in the Collateral Agent Deposit Account and the terms of the account control agreement for such Collateral Agent Deposit Account shall govern the treatment of such Gross Revenues. In conjunction with such transfer and termination of this Agreement: (a) the Authority shall deliver to the Collateral Agent a legal opinion in form and substance reasonably acceptable to the Collateral Agent opining as to the due authorization, execution, and delivery of the account control agreement for the Collateral Agent Deposit Account by the Authority, together with opinions as to the Authority’s sovereign immunity waiver, noncontravention with laws and agreements, and validity of the security interest in favor of the Collateral Agent for the benefit of the First Lien Secured Parties, and (b) the Authority and the Manager shall each take such actions as may be reasonably required by the Collateral Agent to effect the provisions of this paragraph. The Manager also acknowledges and agrees that it shall cause the termination of this Agreement as and when required pursuant to the applicable terms and provisions of the Development and Management Agreement.

     (b) Collateral Agent. The pledge and security interests granted herein in the Collateral will continue with respect to the Collateral Agent, subject to the terms of the Intercreditor and Subordination Agreement, until either (i) the security interests of Collateral Agent under the Senior Security Agreement terminate, or (ii) the Discharge of all of the First Lien Secured Obligations otherwise occurs. Upon termination of the pledge and security interests of the Collateral Agent set forth herein, the Collateral Agent shall provide written notice of same to the Bank and the Manager, and upon receipt by the Bank of such notice, the Collateral Agent shall cease to be a party to this Agreement and shall have no further interest in the Dominion Account or the funds on deposit therein, whereupon the Manager may (but shall not be required to), by written notice to the Bank and the Authority, terminate this Agreement and direct that all of the funds and other property held in the Dominion Account be deposited in such other dominion account or accounts as the Manager shall specify in such notice.

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     Section 3.5 Transfers Free of Security Interest. Without modifying the terms of Section 2.1 and Section 2.3 hereof, except with respect to funds on deposit in the Dominion Account transferred from the Dominion Account relating to sweep investments made in accordance with this Agreement (which shall remain subject to the pledge and security interest of the Manager), all funds transferred from the Dominion Account as provided herein (but only as provided herein), including without limitation any funds transferred by or at the direction of the Manager to the Enterprise Accounts (as defined in the Development and Management Agreement) pursuant to Sections 3.8(b) of the Development and Management Agreement, as well as all Minimum Guaranteed Monthly Payments (as such term is defined in Section 6.3(a) of the Development and Management Agreement) and other funds distributed to the Authority, shall be free of the pledge and security interest of the Manager hereunder immediately upon their transfer from the Dominion Account.

ARTICLE 4
AUTHORITY COVENANTS

     Section 4.1 Covenants of the Authority. During the term of this Agreement, the Authority will observe and comply with the following requirements:

     (a) Further Assurances. The Authority will promptly execute and deliver all instruments and documents, and take such actions that may be necessary or that the Bank, the Manager or the Authority may reasonably request, in order to give effect to the terms of this Agreement and to perfect and protect the security interests granted hereby or, after a Manager Event of Default or First Lien Secured Obligations Event of Default and in accordance with the Intercreditor and Subordination Agreement, to enable each of the Bank, the Manager or the Collateral Agent, as applicable, to exercise and enforce its rights and remedies hereunder with respect to any Collateral in which it holds a security interest in accordance with this Agreement. The Authority hereby authorizes the Manager or the Collateral Agent to file this Agreement (if the Authority shall fail to provide an appropriate financing statement within ten (10) Business Days after request) or one or more continuation statements in respect thereof, relating to all or any part of the Collateral without the additional signature or consent of the Authority where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.

     (b) No Revocation. The Authority shall not revoke any direction or authorization required or authorized to be given to the Bank pursuant to Article 2 or elsewhere herein; provided, however, that the Authority may revoke any direction or authorization required or authorized to be given to the Bank pursuant to Article 2 or elsewhere herein if authorized pursuant to an arbitration award to which the Manager and the Authority are parties; provided, further that any such revocation pursuant to an arbitration award to which the Manager and the Authority are parties shall only be with respect to any rights of the Manager or the Authority and may not affect the rights of the Collateral Agent.

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     (c) Financial Statements. After the occurrence of a Transaction Document Event of Default and termination of the Development and Management Agreement, the Authority will furnish the following to the Manager upon request:

(i)	Within thirty (30) calendar days after the end of each month and one hundred twenty (120) calendar days after the end of each fiscal year, financial and operating statements of the Enterprise for such month (and year-to-date) or fiscal year, as applicable, including a balance sheet and a profit and loss statement, all in reasonable detail and conforming to generally accepted accounting principles for casinos. The monthly statements shall be prepared and certified by the Authority as being true and correct representations of the information set forth therein and the annual financial statements shall be prepared, audited and certified by independent certified public accountants with casino auditing experience employed or retained by the Authority. The Manager agrees that any such information, as well as any other information it may receive from the Authority relating to the Enterprise, shall be and remain subject to the provisions of Section 10.20 of the Development and Management Agreement.
(ii)	Within fifteen (15) calendar days after the filing thereof, a copy of the Authority’s regulatory filings under IGRA and the Tribal-State Compact for each calendar year during the term hereof, with all schedules attached.
(iii)	With each of the annual audited and monthly unaudited financial statements delivered pursuant to this subsection a certificate of the chief financial officer of the Authority or an appropriate officer of the manager of the Enterprise substantially in the form set forth in Exhibit A stating that, except as explained in reasonable detail in such certificate, all Enterprise Revenues have been deposited into the Dominion Account for the period covered by such financial statement. If such certificate discloses an exception to such certification, such certificate shall set forth what action the Authority has taken or proposes to take with respect thereto.

     (d) Insurance. At such time as the Manager shall no longer be the manager of the Enterprise, the Authority shall cause to be maintained such insurance as required by the Development and Management Agreement (except that the Manager shall not be a named insured or additional insured but will be named as a certificate holder if permitted by the insurer without granting an insurable interest). Upon request, the Authority shall provide to the Bank and the Manager certificates of insurance or copies of insurance policies evidencing that such insurance is in effect at all times.

     (e) Other Accounts. So long as the Collateral Agent continues to hold a security interest in the Collateral, the Authority shall not establish any demand, time, savings, passbook

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or other deposit account other than those accounts comprising the Dominion Account and other Permitted Accounts, unless otherwise consented to in writing by the Collateral Agent.

ARTICLE 5
EVENTS OF DEFAULT/REMEDIES

     Section 5.1 Events of Default.

     (a) Manager Events of Default. Each of the following occurrences shall constitute a “Manager Event of Default”:

(i)	Any material representation or warranty made by or on behalf of the Authority herein or in any report, certificate or other document furnished by or on behalf of the Authority pursuant to this Agreement shall prove to be false or misleading in any material respect when made, and such false or misleading statement shall cause a material loss or have a material adverse effect on any Collateral or any Transaction Documents and such loss or adverse effect is not cured by the Authority within sixty (60) calendar days after providing notice thereof to the Authority.
(ii)	The Authority shall default in the due observance or performance of any of its material obligations hereunder and such default shall continue for thirty (30) calendar days after written notice thereof has been sent to the Authority by the Manager or the Bank; provided, however, that if the nature of such default (but specifically excluding defaults curable by the payment of money) is such that it is not possible to cure such default within such cure period, such cure period shall be extended for so long as the Authority shall be using diligent efforts to effect a cure thereof.
(iii)	A Transaction Document Event of Default shall occur.

     (b) First Lien Secured Obligations Event of Default. A “First Lien Secured Obligations Event of Default” shall mean any Event of Default under the Senior Security Agreement.

     Section 5.2 Remedies on Default.

     (a) Remedies of the Manager. Subject at all times to the Intercreditor and Subordination Agreement, and provided that a First Lien Secured Obligations Event of Default Period is not then continuing, whenever a Manager Event of Default shall have occurred and be continuing (if such default is not cured within any applicable cure period), the Manager may thereafter give the Bank and the Authority a Manager Notice of Exclusive Control, and the Bank (for and on behalf and at the direction of the Manager) or the Manager, as applicable, shall be entitled to pay to the Manager from Enterprise Collateral all amounts otherwise payable to the Authority with respect to the Monthly Distribution Payment and to apply the same towards the repayment of the Manager Obligations, and to endorse in the name of the Authority any checks,

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drafts, notes or other instruments or documents received in payment of or on account of the Enterprise Collateral; and any such proceeds so received and prepaid shall be applied to installments of principal on the Manager Obligations in the inverse order of their maturity; and provided further that the Manager may obtain any injunctive or other relief as is necessary for the enforcement of this Agreement and the terms and provisions set forth herein; provided, however, that any and all obligations of the Authority and remedies of the Manager shall be Limited Recourse and shall be subject to the limitations set forth in the Resolution of Limited Waiver; and provided further that, notwithstanding any term or provision contained herein, the Manager shall take all steps necessary to continue to permit and cause the necessary withdrawals and transfers to be made from the Dominion Account in accordance with Section 2.3 hereof so long as such withdrawals and transfers are both otherwise required to be made by the Development and Management Agreement and permitted to be made by the Indenture, with the exception that the Manager shall be entitled to retain all amounts otherwise payable to the Authority with respect to the Monthly Distribution Payment and apply the same towards the repayment of the Manager Obligations; and in no event shall the Manager exercise any remedy against the Authority (excluding third parties) with respect to the Enterprise Revenues other than such remedies as are necessary to require their deposit into the Dominion Account or seeking an accounting and turnover of any Enterprise Revenues held in trust by the Authority as required under Section 2.2 hereof until such time that the Authority shall have ceased business operations at the Enterprise, at which time the Manager may exercise all rights and remedies under applicable law or by agreement and apply all proceeds of the Enterprise Collateral to the repayment of the Manager Obligations; and, as to third parties, in no event shall the Manager seek to recover funds paid to third parties through transfers from the Dominion Account in accordance with Section 2.3. The Authority agrees that, to the extent notice of sale shall be required by law with respect to the disposition of any Collateral, at least ten (10) calendar days notice to the Authority of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. The Manager agrees that it shall withdraw and terminate any Manager Notice of Exclusive Control at such time that all outstanding Manager Events of Default have been cured by the Authority. Notwithstanding the foregoing, in the event that the Collateral Agent provides a Collateral Agent Notice of Exclusive Control, then during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control the provisions of Section 5.2(b) shall control and this Section 5.2(a) shall not apply and any Manager Notice of Exclusive Control shall cease to be of effect.

     (b) Remedies of the Collateral Agent. Notwithstanding Section 5.2(a), whenever a First Lien Secured Obligations Event of Default shall have occurred and be continuing and, if such default is not cured within any applicable cure period, the Collateral Agent may thereafter give the Bank and the Authority (and provide the Manager with a copy of) a Collateral Agent Notice of Exclusive Control, and the Bank (for and on behalf and at the direction of the Collateral Agent) or the Collateral Agent, as applicable, shall, during the continuation of the First Lien Secured Obligations Event of Default Period commenced by such Collateral Agent Notice of Exclusive Control, be entitled to pay to the Collateral Agent from the Dominion Account all amounts otherwise payable to the Authority, and to endorse in the name of the Authority any checks, drafts, notes or other instruments or documents received in payment of or on account of

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the Gross Revenues or other Collateral, and the Collateral Agent shall have all remedies of a secured party under the Uniform Commercial Code and may provide any Deposit Account Order with respect to the Dominion Account or instruct the Bank to pay to or deliver to, or to the order of, Collateral Agent any or all amounts or assets on deposit in or credited to the Dominion Account; and provided further that the Collateral Agent may obtain any injunctive or other relief as is necessary for the enforcement of this Agreement and the terms and provisions set forth herein; and, as to third parties, in no event shall the Collateral Agent seek to recover funds paid to third parties through transfers from the Dominion Account in accordance with Section 2.3. The Authority agrees that, to the extent notice of sale shall be required by law with respect to the disposition of any Collateral, at least ten (10) calendar days notice to the Authority of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification.

     (c) Each of the parties hereto acknowledge and agree that all reasonable costs and expenses incurred by the Bank, the Manager or the Collateral Agent after a Manager Event of Default or a First Lien Secured Obligations Event of Default, as the case may be, in connection with the exercise of any remedy hereunder, including reasonable attorneys’ fees, are the costs, expense and responsibility of the Authority and shall be paid from the Dominion Account notwithstanding any other terms, provisions or priorities set forth in this Agreement.

     Section 5.3 Waivers; Remedies. Any waiver given by the Manager or the Collateral Agent hereunder shall be effective if it is in writing and 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 the Manager or the Collateral Agent. All rights and remedies of the Bank, the Manager or the Collateral Agent shall be cumulative and may be exercised singularly in any order or concurrently, at the option of the Manager or the Collateral Agent, as applicable, 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 6
THE BANK

     Section 6.1 Bank’s Rights and Duties.

     (a) The Bank’s sole agency and duty with respect to the Manager and the Collateral Agent under this Agreement is for the purposes of perfecting the Manager’s and the Collateral Agent’s pledge and security interest in the Collateral and the Bank shall have no other duty or obligation, fiduciary or otherwise to the Manager or the Collateral Agent except to the extent expressly set forth herein. Notwithstanding anything to the contrary contained herein, the Bank shall not be liable to any party hereto for any transfer from the Dominion Account which the Bank, in its commercially reasonable judgment, believes was authorized by the appropriate Person under this Agreement, whether or not such transfer violates any contractual or fiduciary obligations of such Person.

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     (b) The Bank undertakes to perform such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank.

     (c) In the absence of bad faith on its part, the Bank may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Bank, the Bank shall be under a duty to examine the same to determine whether or not they conform to the requirements hereof.

     (d) In case that a Manager Event of Default or a First Lien Secured Obligations Event of Default has occurred and is continuing and the Bank has been so notified in writing, the Bank shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

     (e) No provision of this Agreement shall be construed to relieve the Bank from liability for its own willful misconduct, gross negligence or breach of duty hereunder, except that:

(i)	this subsection shall not be construed to limit the effect of subsections (a) or (b) of this Section;
(ii)	the Bank shall not be liable for any error of judgment made in good faith by an officer, employee or agent of the Bank, unless it shall be proved that the Bank was grossly negligent in ascertaining the pertinent facts; and
(iii)	no provision of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

     (f) Except for the requirements under Section 3.3 hereof, the safekeeping of any funds in its possession, the accounting for funds actually received by it hereunder and the investment of the funds in accordance with instructions given in accordance with this Agreement, the Bank shall have no duty to the Authority as to any Gross Revenues or other Collateral or as to the taking of any necessary steps to preserve rights against any Persons or any other rights pertaining to any Gross Revenues or other Collateral.

     (g) Except as specifically provided in this Agreement, the Dominion Account and services of the Bank relating thereto shall be subject to, and the Bank’s operation of the Dominion Account and the services of the Bank relating thereto (including without limitation any sweep product services) shall be in accordance with, the terms and provisions of the Bank’s

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customary account opening and other account and service-related documentation (as in effect from time to time, collectively, the “Account Documentation”). The Authority agrees, upon the Bank’s request, to promptly execute and deliver the Account Documentation to the Bank. In the event of any inconsistency between this Agreement and any Account Documentation, the terms of this Agreement shall control.

     (h) IN NO EVENT WILL THE BANK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO THE BANK AND REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR FAILURE TO ACT IN GOOD FAITH.

     Section 6.2 Indemnification.

     (a) The Authority agrees to indemnify, to hold the Bank harmless and to defend the Bank against any claims, causes of action, damages or expenses, including all reasonable fees and expenses of counsel (such claims, causes of action, damages and expenses being herein referred to collectively as “Losses and Liabilities”) arising out of any claim against the Bank by any Person with respect to amounts due to such Person from sums paid to the Bank hereunder, other than with respect to claims arising out of the breach of this Agreement, or the willful misconduct or gross negligence, by the Bank, its officers, agents or employees, in the performance of its duties under this Agreement, and, as among the Authority, the Manager and the Collateral Agent, any such amounts shall be deemed to be Costs of Construction under the Development and Management Agreement with respect to all such amounts occurring prior to the Commencement Date and thereafter shall be deemed Costs of Gaming Operations under the Development and Management Agreement and subject to the terms of Section 3.9 thereof.

     (b) To the extent to Authority fails to so indemnify, hold harmless and defend the Bank against any Losses and Liabilities in accordance with the provisions of Section 6.2(a) within fifteen (15) calendar days after the Bank’s demand to the Authority therefor, then (a) the Collateral Agent will indemnify the Bank against any such Losses and Liabilities the Bank may suffer or incur as a result of or in connection with the Bank having followed, in accordance with the provisions of this Agreement, any instruction or request of the Collateral Agent (provided that such indemnification obligation shall be limited to the amount of funds that have been disbursed to the Collateral Agent under this Agreement), and (b) the Manager will indemnify the Bank against any such Losses and Liabilities the Bank may suffer or incur as a result of or in connection with the Bank having followed, in accordance with the provisions of this Agreement, any instruction or request of the Manager (provided that such indemnification obligation shall be limited to the amount of funds that have been disbursed to the Manager under this Agreement). The Authority will promptly indemnify the Collateral Agent or the Manager, as the case may be, with respect to any Losses and Liabilities so paid pursuant to this Section 6.2(b), and, if such indemnification is not promptly made, the Losses and Liabilities so paid shall be deemed to be Costs of Gaming Operations under the Development and Management Agreement.

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     Section 6.3 Fees and Expenses. The Authority agrees to pay the Bank Fees as provided in Section 2.1(f). The Authority further agrees, after a Manager Event of Default or First Lien Secured Obligations Event of Default, to pay and reimburse the Bank on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel) incurred or expended by the Bank in connection with the creation, perfection, satisfaction, foreclosure or enforcement of the security interests granted hereby and the preparation, administration and enforcement of this Agreement.

     Section 6.4 Certain Rights of Bank. Except as otherwise provided in Section 6.1:

     (a) The Bank may rely and shall be protected in acting or remaining from acting upon any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or documents believed by it to be genuine and to have been signed or presented by the proper party or parties.

     (b) Whenever in the administration of this Agreement the Bank shall deem it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Bank (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate of an officer of the Manager and a certificate of an authorized employee the Collateral Agent; provided, however, during a First Lien Secured Obligations Event of Default Period, the Bank may only rely on a certificate of the Collateral Agent.

     (c) The Bank shall not be bound to make any investigation into the facts or matters stated in any certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document, but the Bank, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

     Section 6.5 Bank Required, Eligibility. There shall at all times be a Bank hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of any State, having a combined capital, undivided profits and surplus of at least $500,000,000.00. If at any time the Bank shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

     Section 6.6 Resignation and Removal, Appointment of Successor.

     (a) No resignation or removal of the Bank and no appointment of a successor Bank pursuant to this Article shall become effective until the acceptance of appointment by the successor Bank under Section 6.7 and execution by such successor Bank of an agreement assuming the obligations of such resigning Bank hereunder or of a Dominion Account Agreement substantially in the form of this Agreement. Following the resignation of the Bank, the Manager (pursuant to Section 6.6(d)(i)) or the Collateral Agent (pursuant to Section 6.6(d)(ii)) will act promptly and in good faith to appoint a successor Bank.

23

     (b) The Bank may resign (i) if any party should fail at any time to make any payment when due to the Bank under the terms of this Agreement (following the expiration of any cure or grace period provided in this Agreement with respect to such payment obligation and, with respect to any payment obligation of the Authority, any period allowed for indemnification by another party of such obligation), the Bank may resign by giving fifteen (15) calendar days prior written notice to the Authority, the Manager and the Collateral Agent if such payment failure is not cured by the end of such fifteen-day notice period, and (ii) otherwise, by giving thirty (30) calendar days prior written notice thereof to the Authority, the Manager and the Collateral Agent. If an instrument of acceptance by a successor Bank shall not have been delivered to the Bank within thirty (30) calendar days after the giving of such notice of resignation, the resigning Bank may close the Dominion Account and commence an interpleader or other appropriate action seeking a court order for disposition of the proceeds of the Dominion Account or petition any court of competent jurisdiction for the appointment of a successor Bank.

     (c) Subject to subsection (a) above, (i) other than during a First Lien Secured Obligations Event of Default Period, the Bank may be removed at any time by an instrument in writing executed by the Manager and the Collateral Agent, and (ii) during a First Lien Secured Obligations Event of Default Period, the Bank may only be removed by an instrument in writing executed solely by the Collateral Agent (in which case the Collateral Agent shall promptly provide the Manager written notice of such removal in accordance with the provisions of Section 6.6(e). In either case any successor Bank must satisfy the eligibility requirements set forth in Section 6.5).

     (d) If the Bank shall resign or be removed for any cause,

          (i) other than during a First Lien Secured Obligations Event of Default Period, the Manager shall promptly appoint a successor Bank and promptly provide the Collateral Agent written notice of such appointment in accordance with the provisions of Section 6.6(e); and

          (ii) during a First Lien Secured Obligations Event of Default Period, the Collateral Agent shall promptly appoint a successor Bank and promptly provide the Manager written notice of such appointment in accordance with the provisions of Section 6.6(e);

provided, however, that any successor Bank must satisfy the eligibility requirements set forth in Section 6.5.

     (e) Any party required to give written notice of the removal of the Bank and the appointment of a successor Bank in accordance with the provisions of the foregoing Sections 6.6(c) and (d) shall give such notice promptly, and in any event within five (5) Business Days of such event, by certified mail, return receipt requested, postage prepaid. Such notice shall include the name of the successor Bank and the address of its principal corporate trust office. The recipient of the notice, within five (5) Business Days of its receipt of such notice, shall have the right to reject the choice of the successor Bank by providing return written notice if (i) the

24

successor Bank fails to comply with Section 6.5 hereof, (ii) the successor Bank is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the successor Bank under any bankruptcy law, (iii) a custodian or public officer takes charge of the successor Bank or its property, or (iv) the successor Bank becomes incapable of acting.

     Section 6.7 Acceptance of Appointment by Successor. Every successor Bank appointed hereunder shall execute, acknowledge, and deliver to the Authority, the Manager and the Collateral Agent, and to the retiring Bank an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Bank shall become effective and such Bank, without any further act, deed, or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Bank, but, on request of the Authority, the Manager, the Collateral Agent or the successor Bank, such retiring Bank shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Bank all the rights, powers and trusts of the retiring Bank, and shall duly assign, transfer and deliver to such successor Bank all property and money held by such retiring Bank hereunder. Upon request of any such successor Bank, the Authority shall execute any and all instruments for more fully and certain vesting in and confirming to such successor Bank for all such rights, powers and trusts.

     Section 6.8 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank, shall be the successor of the Bank hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

     Section 6.9 No Set-Off. The Bank shall not set off from the Collateral any obligations or other amounts which may be payable to the Bank by the Authority, the Manager, the Collateral Agent or by any other Person, other than amounts due pursuant to Sections 2.1(f) and 6.3.

ARTICLE 7
MISCELLANEOUS

     Section 7.1. 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 any party to the others shall be deemed to have been sufficiently given and served for all purposes: (a) (if mailed) three (3) 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 as follows:

To Authority:	Shingle Springs Tribal Gaming Authority
	P. O. Box 1660
	El Dorado, CA 95623-1660

25

	Attention: Chairman
To Bank:	Wells Fargo Bank, N.A.
	Gaming Division
	5340 Kietzke Lane, Suite 200
	Reno, NV 89511-2065
	Attention: Erna Stuckey
To Manager:	Lakes KAR-Shingle Springs, LLC
	c/o Lakes Entertainment, Inc.
	130 Cheshire Lane
	Minnetonka, MN 55305
	Attn: Timothy J. Cope
	With a copy to:
	Gray, Plant, Mooty, Mooty & Bennett
	500 IDS Center
	80 South Eighth Street
	Minneapolis, MN 55402-3796
	Attn: Daniel R. Tenenbaum
To Collateral Agent:	The Bank of New York Trust Company, N.A.
	2 North LaSalle Street
	Suite 1020
	Chicago, IL 60602
	Attention: Corporate Trust

     Any notice given under this Agreement by any party shall be given to all parties.

     Section 7.2 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 parties hereto 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 7.3 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 the Manager Obligations and First Lien Secured Obligations shall have been paid and performed in full. The terms and provisions of the Indenture referred to herein are incorporated herein by reference and shall have the original meaning thereof notwithstanding any termination, expiration or amendment of the Indenture.

26

     Section 7.4 Captions. Captions herein are for convenience only and shall not be deemed part of this Agreement.

     Section 7.5 Binding Effect. Subject to any limitations on assignment set forth in the Development and Management Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns.

     Section 7.6 Amendments. This Agreement may not be amended, modified, waived, canceled or terminated, except in writing executed by all of the parties hereto. The Collateral Agent may execute such a writing only with the consent of the Required Secured Parties (as defined in the Intercreditor and Subordination Agreement).

     Section 7.7 Rights, Powers, Waivers, etc. Each and every right, remedy and power granted to the Bank, the Manager or the Collateral Agent hereunder or to the Manager with respect to the Manager Obligations or the Collateral Agent under the Intercreditor and Subordination Agreement shall be cumulative and may be exercised by the Bank, the Manager or the Collateral Agent, as applicable, from time to time concurrently or independently as often and in such order as the Bank, the Manager or the Collateral Agent may deem expedient; provided, however, that any and all remedies of the Bank and the Manager shall be Limited Recourse (as defined in the Development and Management Agreement). No failure on the part of the Bank, the Manager or the Collateral Agent to exercise and no delay in exercising, any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof of any other power or right.

     Section 7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original but together shall constitute one and the same instrument.

     Section 7.9 Sovereign Immunity Waiver; Arbitration; Submission to Jurisdiction; Limitation on Damages.

          (a) Manager. This Agreement constitutes a Transaction Document. Unless and until the Discharge of the First Lien Secured Obligations occurs, and thereafter until a dominion account agreement to which the Authority and the Manager are parties becomes effective and no further Collateral is deposited in the Dominion Account established hereby, this Agreement constitutes the Dominion Account Agreement as defined and referred to in the Development and Management Agreement. As such and without limiting the scope of such Development and Management Agreement, the provisions of Sections 2.11, 10.10 and Article 11 of the Development and Management Agreement apply to this Agreement and are hereby incorporated by reference, including, without limitation, the limited sovereign immunity waiver, limitations on recourse and arbitration and jurisdiction provisions contained therein and the Resolution of Limited Waiver referred to therein. Such provisions are for the benefit of the Manager and not for the benefit of the Trustee, the holders of the Senior Notes or the Collateral Agent.

27

          (b) Indenture. This Agreement constitutes the Notes Dominion Account Agreement as defined and referred to in the Indenture, and the provisions of such Indenture are hereby incorporated by reference, including, without limitation, the limited sovereign immunity waiver, limitations on recourse and arbitration provisions contained therein. Such provisions are for the benefit of the Trustee and the holders of the Senior Notes and not for the benefit of the Manager. In addition, the Authority expressly agrees that all limited sovereign immunity waivers, limitations on recourse and arbitration provisions set forth in the Indenture for the benefit of the Trustee or any of the First Lien Secured Parties are hereby incorporated by reference and shall be deemed to apply equally to the Collateral Agent and the Bank to the full extent set forth in the Indenture.

     Section 7.10 Agreements Control. With respect to the Dominion Account, in the event of inconsistency (a) between the Development and Management Agreement and this Agreement, this Agreement shall control or (b) between the Intercreditor and Subordination Agreement and this Agreement, the Intercreditor and Subordination Agreement shall control; provided, however, the duties and obligations of the Bank shall be governed solely by this Agreement.

     Section 7.11 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal law of the State of New York (including the Uniform Commercial Code, which Uniform Commercial Code shall apply without regard to any provision therein that would otherwise provide that such Uniform Commercial Code is inapplicable to the Tribe or any Tribal Party, whether based upon the fact that the Tribe or any Tribal Party is deemed to be a governmental body or otherwise); except that (i) to the extent that New York law does not recognize or provide for the creation, attachment, perfection, priority or enforcement of any security interest granted hereby in any Collateral that is recognized or provided for under the Tribal UCC Code, then the Tribal UCC Code shall apply thereto so as to give effect to such creation, attachment, perfection, priority or enforcement, and (ii) to the extent that such Tribal UCC Code shall under any circumstances otherwise be more favorable to a secured party hereunder than to the Authority, then under such circumstances and to such extent the Tribal UCC Code shall apply. As used in this provision, “Tribal Party” shall have the meaning ascribed to such term in the Tribal UCC Code.

     Section 7.12 Compliance with Intercreditor and Subordination Agreement. The Collateral Agent and the Manager hereby acknowledge and agree as between themselves that, notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Manager hereunder (including, without limitation, its right to give any instructions to the Bank and to withdraw funds from the Dominion Account) is subject to the provisions of the Intercreditor and Subordination Agreement.

     Section 7.13 Successors and Assigns.

     (a) None of the Authority, the Collateral Agent or the Manager may assign or transfer its rights or obligations under this Agreement to any other Person without the prior written consent of the Bank, which consent will not be unreasonably withheld (provided, however, that

28

no such consent of the Bank will be required if (i) such party provides prompt written notice of such assignment or transfer to the Bank, (ii) the assignee or transferee is not entitled to any rights or benefits under this Agreement until it provides evidence in writing reasonably acceptable to the Bank that such assignee or transferee agrees to be bound by the terms and provisions of this Agreement, and (iii) such assignment or transfer does not violate applicable laws).

     (b) The Bank may not assign or transfer its rights or obligations under this Agreement to any other Person without the prior written consent of the Manager and the Collateral Agent, which consent will not be unreasonably withheld (provided, however, that no such consent of the Manager and the Collateral Agent will be required if such assignment or transfer takes place as a part of a merger, acquisition or corporate reorganization affecting the Bank).

[The remainder of this page has been intentionally left blank.]

29

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in counterparts, as of the Effective Date.

“AUTHORITY”
SHINGLE SPRINGS TRIBAL GAMING AUTHORITY
By:	/S/ Nicholas H. Fonseca
Name: Nicholas H. Fonseca
Its: Tribal Chairman
And:	/S/ Richard Lawson
Name: Richard Lawson
Its: Authority Chairman

30

“BANK”
WELLS FARGO BANK, N.A.
By:	/s/ Erna Stuckey
Name:	Erna Stuckey
Its:	Vice President

31

“MANAGER”
LAKES KAR-SHINGLE SPRINGS, LLC
By:	/S/ Damon E. Schramm
Name: Damon E. Schramm
Its: General Counsel

32

“COLLATERAL AGENT”
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Kristine E. Brustman
Name:	Kristine E. Brustman
Its:	Vice President

33

EXHIBIT “A”

COMPLIANCE CERTIFICATE

Dated                     , 200_

     I, the Chief Financial Officer of the Shingle Springs Tribal Gaming Authority (the “Authority”), do hereby provide this Compliance Certificate in connection with that certain Notes Dominion Account Agreement dated June [___], 2007 (the “Dominion Agreement”), by and between the Authority, the Manager, the Collateral Agent and the Bank (the “Bank”); capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Dominion Agreement.

     I certify that as of the date hereof:

1) All Enterprise Revenues arising from the operations of the Enterprise from                     , 200 ___ to                     , 200 ___ have been deposited into the Dominion Account with the Bank.

SHINGLE SPRINGS TRIBAL GAMING AUTHORITY

By:

Name:

Its:

i

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT ACKNOWLEDGMENT

     This Security Agreement Acknowledgment (this “Acknowledgment”) is dated as of June 28, 2007, by the Shingle Springs Tribal Gaming Authority (“Debtor”), an instrumentality of the Shingle Springs Band of Miwok Indians, a federally recognized Indian Tribe (the “Tribe”), and Lakes KAR-Shingle Springs, LLC (“Secured Party”).

RECITALS

     WHEREAS, the Tribe executed and delivered that certain Security Agreement in favor of Secured Party dated October 13, 2003 (the “Security Agreement”), pursuant to which the Tribe granted Secured Party a security interest in the Collateral referred to therein, comprising furnishings and equipment;

     WHEREAS, the Tribe has provided for the orderly management of the Tribe’s gaming operations by establishing the Debtor as an unincorporated instrumentality of the Tribe’s tribal government to conduct the Tribe’s gaming operations, to own the assets of such gaming operations and to have segregated assets and liabilities from the rest of the Tribe’s tribal government assets and liabilities;

     WHEREAS, in connection therewith and pursuant to an Assignment and Assumption Agreement dated as of April 20, 2007, by and among the Tribe, Debtor and Secured Party (the “Assignment and Assumption Agreement”), Debtor assumed obligations of the Tribe under (i) that certain First Amended and Restated Agreement Regarding Gaming Development and Management Agreement dated October 13, 2003 (as amended by an Amendment dated June 16, 2004 and a Second Amendment dated January 23, 2007, the “2003 Memorandum Agreement”), (ii) the Interim Promissory Note of the Tribe dated January 23, 2007 payable to the order of Secured Party in a principal amount of up to $60,000,000 (the “Interim Promissory Note”), (iii) the Operating Note of the Tribe dated October 13, 2003 payable to the order of Secured Party (the “Operating Note”), and (iv) other Transaction Documents (as defined in the 2003 Memorandum Agreement);

     WHEREAS, in connection with and pursuant to the Assignment and Assumption Agreement, Debtor assumed all obligations of the Tribe under and has become bound as a new debtor by the Security Agreement;

     WHEREAS, Section 10 of the Assignment and Assumption Agreement provides that the parties thereto will execute and deliver such additional documents and take such additional actions as may be reasonably requested by a party for the purpose of implementing or effectuating the provisions of the Assignment and Assumption Agreement, and Secured Party has requested that this Acknowledgment be so executed and delivered;

     WHEREAS, the Debtor anticipates entering into an equipment financing in an aggregate principal amount of up to $85,000,000 (the “FF&E Financing”), the proceeds of which will be used solely to finance the acquisition by the Debtor of, or the entry into a capital lease by the Debtor with respect to, furniture, furnishings and equipment to be used in the ordinary course of the business of the Debtor (“FF&E”);

     WHEREAS, the collateral for the FF&E Financing will consist of FF&E to be purchased pursuant to and with the proceeds of such FF&E Financing (such collateral being referred to herein as the “FF&E Collateral”);

     WHEREAS, the Debtor has requested that Secured Party not claim a security interest in the FF&E Collateral until such time as such FF&E Financing shall have been paid in full or otherwise discharged or defeased or until such time as the FF&E Collateral shall no longer secure the FF&E Financing; and

     WHEREAS, Debtor and Secured Party have executed and delivered a Third Amendment dated as of May 17, 2007 (the “Third Amendment”) to the 2003 Memorandum Agreement (the 2003 Memorandum Agreement, as amended by such Third Amendment and as the same may from time to time hereafter be further amended, being herein referred to as the “Amended Memorandum Agreement”);

     NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, the parties hereto agree as follows:

     1. Acknowledgments.

          (a) Capitalized terms used herein and not otherwise defined herein, as well as capitalized terms used in the Security Agreement and not otherwise defined therein, shall have the meanings ascribed to such terms in the Amended Memorandum Agreement.

          (b) Debtor confirms each acknowledgment and agreement set forth in Section 5 of the Assignment and Assumption Agreement.

          (c) Without limiting the generality of the foregoing, Debtor hereby confirms (i) that the Security Agreement is binding upon Debtor as the Debtor thereunder, as if Debtor had originally been a party thereto, and (ii) that the Secured Obligations (as defined in the Security Agreement) include the obligations of the Debtor under the Amended Memorandum Agreement, other obligations assumed by the Debtor pursuant to the Assignment and Assumption Agreement (including, without limitation, obligations under the Interim Promissory Note and the Operating Note, Debtor’s assumption of which Debtor also hereby confirms), and such obligations as remain obligations of the Tribe in accordance with the provisions of the Assignment and Assumption Agreement. Debtor confirms that the Security Agreement constitutes a Transaction Document (as defined in the Amended Memorandum Agreement).

2

          (d) Debtor further makes and confirms, as of the date hereof, all representations and warranties of the Debtor set forth in the Security Agreement (except, with respect to the representation and warranty set forth in Section 4(f) of the Security Agreement, the appropriate address of Debtor is the address referred to in Section 3 below).

          (e) Debtor acknowledges that, with respect to the Interim Promissory Note, such Interim Promissory Note evidences the aggregate unpaid principal amount of advances under the Transition Loan (as defined in the Amended Memorandum Agreement) not to exceed $60,000,000, together with interest thereon as provided therein, including without limitation any such accrued interest as may hereafter be capitalized (whether or not, if the capitalization of such interest is deemed to be a principal advance, the aggregate amount of principal advances exceeds $60,000,000).

     2. Certain References. Debtor acknowledges and confirms that, as used in the Security Agreement (a) “Enterprise,” and all defined terms incorporated in the definition of such term, shall have the meanings ascribed to such terms in the Amended Memorandum Agreement, (b) “Gaming Site” shall refer to the Tribal Lands (as defined in the Amended Memorandum Agreement) located in El Dorado County, California, used as the site for operating and constructing the Facility (as defined in the Security Agreement) and the Enterprise, and (c) “Amended Memorandum Agreement” shall refer to the Amended Memorandum Agreement. The reference in Section 5(a) of the Security Agreement to “Gaming Enterprise Site” shall be deemed to refer to “Gaming Site.”

     3. Notice Addresses. Notice addresses for Debtor and Secured Party shall be the same as those provided in the Amended Memorandum Agreement for such parties.

     4. FF&E Collateral. Secured Party hereby agrees that, notwithstanding anything in the Security Agreement to the contrary, no security interest granted by the Debtor to Secured Party pursuant to the Security Agreement shall attach to the FF&E Collateral unless and until (i) the FF&E Financing (and any renewal, refunding, replacement or refinancing thereof) shall be paid in full or otherwise discharged or defeased, or (ii) with respect to any item of FF&E Collateral, such item otherwise shall be released and no longer constitute FF&E Collateral.

     5. Governing Law. This Acknowledgment and the Security Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California (including the UCC, which UCC shall apply without regard to any provision therein that would otherwise provide that such UCC is inapplicable to the Tribe or any Tribal Party, whether based upon the fact that the Tribe or any Tribal Party is deemed to be a governmental body or otherwise); except that (i) to the extent that California law does not recognize or provide for the creation, attachment, perfection, priority or enforcement of the security interest granted by the Security Agreement in any Collateral (as defined in the Security Agreement) that is recognized or provided for under the Tribal UCC, then the Tribal UCC shall apply thereto so as to give effect to such

3

creation, attachment, perfection, priority or enforcement, and (ii) to the extent that such Tribal UCC shall under any circumstances otherwise be more favorable to Secured Party than to Debtor, then under such circumstances and to such extent the Tribal UCC shall apply. As used in this provision, “Tribal Party” has the meaning ascribed to such term in the Tribal UCC, “Tribal UCC” means the Tribe’s Secured Transactions Ordinance, and “UCC” has the meaning ascribed to such term in the Security Agreement.

     6. Counterparts. This Acknowledgment may be executed in any number of counterparts and by facsimile, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

     7. Dispute Resolution; Limited Waiver of Sovereign Immunity. Any dispute in connection with this Acknowledgment shall be subject to the dispute resolution procedures and limited waiver of sovereign immunity contained in the Amended Memorandum Agreement and the Resolution of Limited Waiver (as defined in the Amended Memorandum Agreement), the terms of which are incorporated by reference herein.

4

     IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment to be duly executed and delivered under seal by their respective duly authorized officers as of the date first above written.

DEBTOR:
SHINGLE SPRINGS TRIBAL GAMING AUTHORITY
By:	/S/ Nicholas H. Fonseca
Name: Nicholas H. Fonseca
Title: Chairman, Tribal Counsel
And:	/S/ Richard Lawson
Name: Richard Lawson
Title: Chairman
SECURED PARTY:
LAKES KAR-SHINGLE SPRINGS, LLC
By:	/S/ Damon E. Schramm
Name: Damon E. Schramm
Title: General Counsel

5

EX-10.4

Exhibit 10.4

INTERCREDITOR AND SUBORDINATION AGREEMENT

dated as of June 28, 2007

among

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee under the Indenture

LAKES KAR-SHINGLE SPRINGS, LLC,

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Collateral Agent

TABLE OF CONTENTS

	Page
1. Definitions and General Provisions		2
1.1 Definitions		2
1.2 Interpretation		10
2. Deferral and Subordination of Lakes Obligations		11
2.1 Deferral and Accrual of Lakes Obligations		11
2.2 [Intentionally Omitted]		11
2.3 Subordination to First Lien Secured Obligations		11
2.4 Default on First Lien Secured Obligations		11
2.5 Deferral Not a Default		11
2.6 Continuing Subordination		12
2.7 Subordination of the Lakes Obligations upon Insolvency or Liquidation Proceeding		12
2.8 [Intentionally Omitted]		13
2.9 Judgment Liens		13
2.10 When Proceeds Must be Paid Over		13
2.11 Subrogation		13
3. Collateral Agent		14
3.1 Appointment		14
3.2 Nature of Duties		14
3.3 Lack of Reliance on the Collateral Agent		14
3.4 Certain Rights of the Collateral Agent; Pari Passu in Priority of Liens; Separate Collateral		15
3.5 Reliance		17
3.6 Indemnification		17
3.7 Collateral Agent in its Individual Capacity		17
3.8 Holders		17
3.9 Resignation and Removal of the Collateral Agent		18
4. Collateral, Priority, Subordination and Release of Liens		18
4.1 Liens and Security Interests		18
4.2 Separate Collateral		19
4.3 Confirmation of Liens		20
4.4 Releases		20
5. Rights and Limitation of Actions With Respect to Collateral		21
5.1 Rights and Limitations Applicable to Second Lien Secured Parties		21
5.2 Rights and Limitations Applicable to the First Lien Secured Parties		23
5.3 Notification of Events of Default		23

	Page
5.4 Certain Waivers by Second Lien Secured Parties		24
5.5 Agent for Perfection		24
5.6 When Proceeds Must be Paid Over		25
6. Rights and Limitations with Respect to Amendments, Waivers and Other Actions Under Facility Agreements		25
6.1 Rights and Limitations Applicable to Second Lien Secured Parties		25
6.2 Rights and Limitations Applicable to the First Lien Secured Parties		25
6.3 Limitation of Liability		27
7. Insolvency or Liquidation Proceedings		28
7.1 Right to File Involuntary Bankruptcy		28
7.2 Certain Agreements and Consents by Second Lien Secured Parties		28
8. Application of Proceeds of Shared Collateral		31
8.1 Application of Proceeds Generally		31
8.2 Certain Terms		34
8.3 Sharing of Non-Pro Rata Payments		34
8.4 Overpayments		35
8.5 Payment to Class Representatives		35
9. Representations and Warranties		35
9.1 Organization		35
9.2 Authorization		35
9.3 Binding Agreement		35
9.4 No Consent Required		35
9.5 No Conflict		36
9.6 Jury Trial Waiver		36
10. Miscellaneous Provisions		36
10.1 Notices; Addresses		36
10.2 Further Assurances		38
10.3 Waiver		38
10.4 Entire Agreement		38
10.5 Governing Law		38
10.6 Severability		38
10.7 Headings		38
10.8 Limitations on Liability		38
10.9 Consent of Jurisdiction, Waiver of Immunity		39
10.10 Successors and Assigns		39
10.11 Counterparts		39
10.12 No Third Party Beneficiaries		39
10.13 Co-Collateral Agents; Separate Collateral Agents		40

ii

	Page
10.14 Amendments		41
10.15 Additional Secured Parties		41
10.16 Legends		42
10.17 Trust Indenture Act		42
10.18 Reinstatement		42
10.19 Attorneys’ Fees		43

iii

          This Intercreditor and Subordination Agreement (this “Agreement”) is dated as of June 28, 2007 and is by and among The Bank of New York Trust Company, N.A., as 2015 Notes Indenture Trustee (the “2015 Notes Indenture Trustee”), Lakes KAR-Shingle Springs, LLC, a Delaware limited liability company (“Lakes”), and The Bank of New York Trust Company, N.A., as Collateral Agent.

RECITALS:

          A. Project. The Shingle Springs Tribal Gaming Authority (the “Borrower”), a wholly-owned unincorporated instrumentality of the Shingle Springs Band of Miwok Indians, a federally recognized Indian tribe (the “Tribe”), is constructing and plans to develop and operate The Foothill Oaks Casino, a casino complex with related ancillary facilities (the “Project”), located in El Dorado County, California.

          B. Development and Management Agreement. Lakes and the Tribe entered into that certain First Amended and Restated Memorandum of Agreement Regarding Gaming Development and Management Agreement, dated as of October 13, 2003 (as amended by an Amendment dated June 16, 2004, a Second Amendment dated January 23, 2007, and a Third Amendment dated as of May 17, 2007, and as further amended from time to time, and as subject to the Assignment and Assumption Agreement referred to below, the “Development and Management Agreement”), pursuant to and in connection with which Lakes is entitled to receive a management fee in consideration of its services relating to the management and operation of the Project and certain indemnification and other payments (the “Development and Management Agreement Obligations”) and pursuant to which Lakes advanced (or has committed to advance) borrowings under the Lakes Notes for the purposes described in the Development and Management Agreement.

          D. Assignment and Assumption Agreement. Pursuant to an Assignment and Assumption Agreement, dated as of April 20, 2007 (the “Assignment and Assumption Agreement”), the Tribe assigned, and the Borrower assumed, the rights and obligations of the Tribe under the Development and Management Agreement, the Lakes Notes and other Transaction Documents.

          E. Lakes Agreement to Subordinate. Lakes has agreed to subordinate its rights with respect to the Lakes Notes and its right to receive management compensation pursuant to the Development and Management Agreement to the 2015 Notes Indenture Trustee, Collateral Agent and any other third-party lender or equipment lessors.

          F. 2015 Notes Indenture. Concurrently herewith, the Borrower and the 2015 Notes Indenture Trustee have entered into an Indenture (as in effect on the date hereof, the “2015 Notes Indenture”), pursuant to which the Borrower will issue the 2015 Notes, as more particularly described therein.

          G. Collateral. In addition to certain other collateral and security interests, the 2015 Notes Indenture Trustee and Lakes intend that (i) the 2015 Notes be secured by a first priority Lien on the 2015 Notes Separate Collateral, the First Lien Shared Collateral and the Shared Collateral, (ii) the First Lien Secured Obligations be secured by a first priority Lien on

the First Lien Shared Collateral and the Shared Collateral and (iii) the Lakes Secured Obligations be secured by a second priority Lien on the Shared Collateral, all as more particularly described in Section 3.

          H. Disbursement Agreement. The Borrower, the 2015 Notes Indenture Trustee, Rider Levett Bucknall Ltd., as the independent construction consultant, Lakes and the Disbursement Agent have entered into the Cash Collateral and Disbursement Agreement as of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), in order to set forth, among other things, (i) the mechanics for and allocation of the Borrower’s request for advances under the 2015 Notes and (ii) the conditions precedent to the Closing Date, to the initial advance and to subsequent advances.

          I. Intercreditor and Subordination Agreement. The parties hereto desire to enter into this Agreement in order to (i) appoint the Collateral Agent as the agent for the First Lien Secured Parties to receive, maintain, administer, enforce and distribute the Shared Collateral and the First Lien Shared Collateral as provided herein and therein, (ii) set forth certain provisions relating to the Secured Parties’ respective rights in the Collateral, the exercise of remedies upon the occurrence of an event of default, the application of proceeds of enforcement and certain other matters and (iii) set forth certain provisions relating to the subordination of the Lakes Obligations and certain other matters with respect thereto.

          NOW, THEREFORE, with reference to the foregoing recitals and in reliance thereon, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. Definitions and General Provisions.

          1.1 Definitions. The following terms have the meanings set forth below:

          “2015 Noteholders” means the holders, from time to time, of the 2015 Notes.

          “2015 Notes” means all notes issued by the Borrower pursuant to the 2015 Notes Indenture, whether on or after the Closing Date.

          “2015 Notes Indenture” has the meaning given in the recitals hereto.

          “2015 Notes Indenture Trustee” has the meaning given in the preamble hereto.

          “2015 Notes Secured Obligations” means all Obligations of the Borrower to, or for the benefit of, the 2015 Notes Indenture Trustee or the 2015 Noteholders under the 2015 Notes Indenture, the 2015 Notes, the First Lien Security Documents and any other agreement, document or instrument entered into or delivered by the Borrower on, prior to, or after the date of the 2015 Notes Indenture with or to or for the benefit of the Collateral Agent, the 2015 Notes Indenture Trustee or the 2015 Noteholders in connection with the financing of the Project.

          “2015 Notes Separate Collateral” means the Construction Disbursement Account, the Litigation Account, the Authority’s Payment Account, the Interest Reserve Account

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and the Interchange Escrow Account, each as defined in the Disbursement Agreement, the Borrower’s interests in the Interchange Escrow Agreement (as defined in the Disbursement Agreement) and any other property or assets of the Borrower (including, but not limited to net proceeds received from asset sales and insurance and condemnation events) which has been pledged to secure the 2015 Notes Secured Obligations but not the Lakes Secured Obligations or Obligations under any Permitted Additional Senior Secured Debt Agreement, Permitted Additional Junior Secured Debt Agreement or the Second Lien Secured Obligations; provided that, in no event shall such collateral include FF&E Collateral so long as any FF&E Financing secured by such FF&E Collateral is outstanding.

          “Agreement” has the meaning given in the preamble hereto.

          “Asset Sale” has the meaning assigned to that term in the 2015 Notes Indenture.

          “Assignment and Assumption Agreement” has the meaning given in the recitals hereto.

          “Bankruptcy Law” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute, and any other state or federal insolvency, reorganization, moratorium or similar law for the relief of debtors now or hereafter in effect.

          “Borrower” has the meaning given in the recitals hereto.

          “Business Day” has the meaning assigned to that term in the 2015 Notes Indenture.

          “Class” shall mean each class of Secured Parties, i.e., (a) the 2015 Noteholders as holders of the 2015 Notes Secured Obligations shall constitute a “Class” and (b) Lakes, as lender under the Lakes Secured Obligations, shall constitute a “Class”.

          “Collateral” means the following unique and separate categories of property encumbered to secure the Obligations to any of the Secured Parties: (a) the Shared Collateral, (b) the 2015 Notes Separate Collateral and (c) the First Lien Shared Collateral.

          “Closing Date” means June 28, 2007.

          “Collateral Agent” means The Bank of New York Trust Company, N.A. in its capacity as collateral agent for the benefit of the First Lien Secured Parties, and any other First Lien Secured Party that from time to time becomes a party hereto in accordance with Section 10.15, as appointed in the first sentence of Section 3.1 (together with its successors and assigns and any replacement collateral agent appointed pursuant to the terms hereof).

          “Development and Management Agreement” has the meaning given in the recitals hereto.

          “Development and Management Agreement Obligations” has the meaning given in the recitals hereto.

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          “DIP Financing” has the meaning given in Section 7.2.7.

          “Disbursement Agent” has the meaning assigned to that term in the Disbursement Agreement.

          “Disbursement Agreement” has the meaning given in the recitals hereto.

          “Discharge” means (a) in respect of the 2015 Notes, the satisfaction and discharge (pursuant to Article 12 of the 2015 Notes Indenture), defeasance (pursuant to Article 8 of the 2015 Notes Indenture) or other satisfaction in cash in full of the 2015 Notes Secured Obligations, (b) in respect of the Lakes Secured Obligations, payment in full in cash of the principal of and interest and premium (if any) on all Lakes Secured Obligations and the termination of all commitments to extend credit under the Second Lien Documents related to the Lakes Secured Obligations, (c) in respect of any other Class of Secured Obligations, the termination of all commitments to extend credit under such Class of Secured Obligations, the discharge, defeasance or payment in full in cash of the principal of and interest and premium (if any) on all such Secured Obligations, the termination, cancellation, expiration or cash collateralization of all letters of credit, if any, issued under any Facility Agreements and the discharge, defeasance or payment in full in cash of all other Secured Obligations of such Class that are unpaid at the time the principal and interest are paid in full in cash, discharged or defeased.

          “Event of Default” means, as the context requires, the occurrence and continuance of an “Event of Default” (or comparable term) by or with respect to the Borrower under the applicable Facility Agreement that has not been waived by the applicable Project Credit Party (it being understood that the provisions of Section 1.2 shall not apply to any such waiver).

          “Facility Agreements” means, collectively, the 2015 Notes Indenture, each Lakes Note, the Development and Management Agreement and each other Lakes Transaction Document, each Permitted Additional Senior Secured Debt Agreement and each Permitted Additional Junior Secured Debt Agreement.

          “FF&E” means furniture, furnishings or equipment used in the ordinary course of the business of the Borrower.

          “FF&E Collateral” means collateral consisting of FF&E purchased pursuant to, with the proceeds of and securing any FF&E Financing permitted pursuant to the terms of the 2015 Notes Indenture.

          “FF&E Financing” means Indebtedness the proceeds of which are used solely to finance the acquisition by the Borrower of, or the entry into a capital lease by the Borrower with respect to, FF&E (provided that neither such acquisition nor any such capital lease shall be required to be completed or entered into at the time of incurrence of such Indebtedness), in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

          “First Lien Documents” means, collectively, the 2015 Notes Indenture, the 2015

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Notes, each Permitted Additional Senior Secured Debt Agreement, the First Lien Security Documents, and all other agreements governing, securing or setting forth the terms of any First Lien Secured Obligations.

          “First Lien Secured Obligations” means, collectively, (a) the 2015 Notes Secured Obligations and (b) Obligations of the Borrower under any Permitted Additional Senior Secured Debt Agreement.

          “First Lien Secured Parties” means, collectively, the holders of First Lien Secured Obligations, the 2015 Notes Indenture Trustee, the Collateral Agent and the holders or representatives for the holders of any Indebtedness under any Permitted Additional Senior Secured Debt Agreement.

          “First Lien Security Documents” means, collectively, the Security Agreement, the Notes Dominion Account Agreement and any guaranties, deeds of trust, security agreements or collateral account agreements or any other document creating or perfecting a lien, security interest or other preferential arrangement, and any related documents executed, filed, recorded or delivered from time to time by the Borrower in favor of the Collateral Agent to secure the First Lien Secured Obligations.

          “First Lien Shared Collateral” means all properties and assets of the Borrower now owned or hereafter acquired with respect to which the First Lien Secured Parties are granted as security for any First Lien Secured Obligations but not the Second Lien Secured Obligations or Obligations under any Permitted Additional Junior Secured Debt Agreement; provided that, in no event shall such collateral include FF&E Collateral so long as any FF&E Financing secured by such FF&E Collateral is outstanding.

          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

     (a) in respect of borrowed money;

     (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (c) in respect of banker’s acceptances;

     (d) representing Capital Lease Obligations (as defined in the 2015 Notes Indenture) or Attributable Debt (as defined in the 2015 Notes Indenture) in respect of sale and leaseback transactions.

          “Insolvency or Liquidation Proceeding” means (a) any case commenced by or against the Borrower under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower, any receivership or assignment for the benefit of creditors relating to the Borrower or any similar case or proceeding relative to the Borrower or its creditors, as such, in each case whether or not voluntary; (b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower, in each case whether or not

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voluntary and whether or not involving bankruptcy or insolvency; or (c) any other proceeding of any type or nature in which substantially all claims of creditors of the Borrower are determined and any payment or distribution is or may be made on account of such claims.

          “Joinder Agreement” has the meaning given in Section 10.15.

          “Lakes” has the meaning given in the preamble hereto.

          “Lakes Dominion Account” shall mean, collectively, the accounts established pursuant to the Lakes Dominion Account Agreement.

          “Lakes Dominion Account Agreement” shall mean the Dominion Account Agreement, dated as of June 28, 2007 (as amended, restated, amended and restated, or modified from time to time), between the Borrower, Lakes, and Wells Fargo Bank, N.A.

          “Lakes Notes” shall mean the Interim Promissory Note and the Operating Note, each as defined in the Development and Management Agreement.

          “Lakes Obligations” means the Lakes Secured Obligations and any present or future Obligations of the Borrower to or for the benefit of Lakes or any of its affiliates incurred by the Borrower permitted by the 2015 Notes Indenture, as each may be refinanced, assumed, transferred or replaced in accordance with the 2015 Notes Indenture.

          “Lakes Secured Obligations” means all Obligations of the Borrower to or for the benefit of Lakes or any of its affiliates under the Lakes Notes and the Second Lien Security Documents related thereto, together with the Development and Management Agreement Obligations and all other obligations and liabilities of the Borrower or the Tribe to or for the benefit of Lakes or any of its affiliates under the Development and Management Agreement or any other Lakes Transaction Documents, as each may be refinanced, assumed, transferred or replaced in accordance with the 2015 Notes Indenture.

          “Lakes Transaction Documents” means the Development and Management Agreement, the Lakes Notes and the other Transaction Documents, each as from time to time amended as permitted by the 2015 Notes Indenture.

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law.

          “Net Loss Proceeds” has the meaning given to that term in the 2015 Notes Indenture.

          “Net Proceeds” has the meaning given to that term in the 2015 Notes Indenture.

          “Notes Dominion Account” shall mean, collectively, the accounts established pursuant to the Notes Dominion Account Agreement.

          “Notes Dominion Account Agreement” shall mean the Notes Dominion

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Account Agreement, dated as of June 28, 2007 (as amended, restated, amended and restated, or modified from time to time), between the Borrower, Lakes, Collateral Agent, and Wells Fargo Bank, N.A.

          “Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including without limitation any applicable post-default rate, specified in the First Lien Documents or the Second Lien Documents (as the case may be), even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing the 2015 Notes, the Lakes Notes, any other Indebtedness or the Development and Management Agreement Obligations.

          “Permitted Additional Junior Secured Debt Agreement” shall mean one or more agreements evidencing secured Indebtedness with, or guaranteed by, the Borrower, provided that (a) such agreement is permitted to be entered into and secured with a second Lien on the Shared Collateral pursuant to the First Lien Documents and the Second Lien Documents, (b) the provider of such Indebtedness becomes a party to this Agreement and agrees to be bound by and comply with all of the terms and provisions hereof and (c) if such agreements are entered into on or before the Discharge of the Lakes Secured Obligations, the holders of the Lakes Secured Obligations consent in writing prior to the incurrence by the Borrower of such Indebtedness.

          “Permitted Additional Senior Secured Debt Agreement” shall mean one or more agreements evidencing Indebtedness with, or guaranteed by, the Borrower that is permitted by Section 4.08 of the 2015 Notes Indenture and secured by Liens described in clause (2) of the definition of “Permitted Liens” under the 2015 Notes Indenture; provided that the provider of any such Indebtedness becomes a party to this Agreement and agrees to be bound by and comply with all of the terms and provisions hereof.

          “Person” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, tribe or government (including any agency, component or political subdivision thereof) or other entity.

          “Primary Obligations” has the meaning given in Section 8.2.

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          “Pro Rata Payments” means:

     (a) with respect to any amount paid to a First Lien Secured Party on a given date other than pursuant to Sections 4.09 and 4.10 of the 2015 Notes Indenture, that the ratio of such payment to the total payments made to all First Lien Secured Parties on such date is the same as the ratio of (i) the total principal amount of First Lien Secured Obligations outstanding with respect to such First Lien Secured Party to (ii) the total principal amount of First Lien Secured Obligations outstanding with respect to all First Lien Secured Parties; provided, however, that reimbursement obligations for outstanding Letters of Credit that are secured by a Lien on the Shared Collateral ranking pari passu with the Liens securing the First Lien Secured Obligations shall be considered outstanding First Lien Secured Obligations; and

     (b) with respect to any amount paid to a First Lien Secured Party on a given date in connection with Sections 4.09 or 4.10 of the 2015 Notes Indenture, that such payment has been allocated or offered among the First Lien Secured obligations in accordance with such section of the 2015 Notes Indenture.

          “Pro Rata Share” has the meaning given in Section 8.2.

          “Project” has the meaning given in the recitals hereto.

          “Project Credit Parties” means the 2015 Notes Indenture Trustee, Lakes and any other Persons that from time to time become parties hereto in accordance with Section 10.15.

          “Required First Lien Secured Parties” means, at any time, the holders or representatives of holders of more than Fifty percent (50%) of the sum of:

     (a) the aggregate outstanding principal amount of First Lien Secured Obligations (including outstanding letters of credit issued by the holders of the First Lien Secured Obligations whether or not then available or drawn); and

     (b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute First Lien Secured Obligations.

          “Required Secured Parties” shall mean:

     (a) for purposes of causing the Collateral Agent to commence enforcement proceedings against the Shared Collateral or the First Lien Shared Collateral pursuant to the First Lien Documents, at any time that an Event of Default has occurred and is continuing under any First Lien Documents, then the Required First Lien Secured Parties shall constitute the “Required Secured Parties” for purposes of causing the Collateral Agent to commence enforcement proceedings pursuant to the First Lien Documents;

     (b) for purposes of commencing enforcement proceedings against the 2015 Notes Separate Collateral, the 2015 Notes Indenture Trustee shall constitute the “Required Secured Parties”;

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     (c) for purposes of directing the manner and method of enforcement proceedings, once commenced in accordance with clause (a) and (b) above, the Collateral Agent shall make all decisions that it deems appropriate to diligently prosecute and complete such proceedings unless instructed to do otherwise by the Required First Lien Secured Parties.

     (d) for purposes of amending, modifying, varying or waiving any provisions of the First Lien Security Documents with respect to Shared Collateral (other than the Note Dominion Account Agreement) or the First Lien Shared Collateral (including any event of default thereunder), the Required First Lien Secured Parties shall constitute the “Required Secured Parties” entitled to amend, modify, vary or waive any provision of such First Lien Security Documents (without the consent of any other Project Credit Party), and any such amendment, modification, variance or waiver shall be effective with respect to, and shall automatically apply to the corresponding provisions of, any Security Document entered into with respect to any Permitted Additional Senior Secured Debt Agreement; provided, however, that any Event of Default occurring by reason of a Event of Default under the 2015 Notes Indenture or a Permitted Additional Senior Secured Debt Agreement may only be waived by the 2015 Notes Indenture Trustee or the representative under such Permitted Additional Senior Secured Debt Agreement, as the case may be, in each case, acting in such capacity;

     (e) For purposes of adjusting settlement of all insurance claims and condemnation awards in the event of any covered loss, theft or destruction or condemnation of any Shared Collateral or any First Lien Shared Collateral, and all claims under insurance constituting Shared Collateral or First Lien Shared Collateral, the Required First Lien Secured Parties shall constitute the “Required Secured Parties”; and

     (f) Notwithstanding clauses (a) through (e) above, if at the time of an action by the Required Secured Parties all First Lien Secured Obligations have been Discharged, then the Required Secured Creditors at such time shall be the representatives of each Class of any Second Lien Secured Obligations.

          “Second Lien Documents” means, (a) with respect to Lakes, the Lakes Transaction Documents and the Second Lien Security Documents related thereto and (b) with respect to the other Second Lien Secured Parties, any Permitted Additional Junior Secured Debt Agreements, the Second Lien Security Documents related thereto, and all other agreements governing or securing the Second Lien Secured Obligations entered into or delivered by the Borrower on, prior to, or after the Closing Date in connection with any of the foregoing.

          “Second Lien Secured Obligations” means all Obligations of the Borrower under the Second Lien Security Documents (including, for the avoidance of doubt, the Development and Management Agreement Obligations and the other Lakes Secured Obligations).

          “Second Lien Secured Parties” means, collectively, the holders of the Second Lien Secured Obligations, and any representative for the holders of Indebtedness under any Permitted Additional Junior Secured Debt Agreement (including any assignee of, or other

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successor to, Lakes under the Lakes Secured Obligations).

          “Second Lien Security Documents” means, collectively, the Lakes Dominion Account Agreement, the Notes Dominion Account Agreement, the Lakes Security Agreement (as defined in the 2015 Notes Indenture), any guaranties, deeds of trust, security agreements, pledge agreements, collateral agency agreements, or collateral account agreements or any other document creating or perfecting a Lien, security interest or other preferential arrangement, and any related documents executed, filed, recorded or delivered from time to time by the Borrower in respect of any Second Lien Secured Obligations.

          “Secondary Obligations” has the meaning given in Section 8.2.

          “Secured Obligations” means, without duplication, any or all of the First Lien Secured Obligations and/or the Second Lien Secured Obligations, as the context requires.

          “Secured Parties” means, collectively, the First Lien Secured Parties and the Second Lien Secured Parties.

          “Securities Intermediary” means any entity acting in its capacity as securities intermediary under any deposit or securities account agreements.

          “Security Documents” means, collectively, the First Lien Security Documents and the Second Lien Security Documents.

          “Shared Collateral” means all real and personal property encumbered to secure more than one Class of Secured Obligations including, but not limited to, the Notes Dominion Account; provided that “Shared Collateral” shall exclude (a) the 2015 Notes Separate Collateral, (b) the First Lien Shared Collateral, (c) after the release of all or any portion of the Shared Collateral in accordance with the 2015 Notes Indenture and the terms of this Agreement, such released Collateral (which, under such circumstances, may continue to secure the Second Lien Secured Obligations) or (d) the FF&E Collateral so long as any FF&E Financing secured by such FF&E Collateral is outstanding.

          “Transaction Documents” has the meaning given in the Development and Management Agreement.

          “Tribe” has the meaning given in the recitals hereto.

          1.2 Interpretation. To the extent that reference is made in this Agreement to any term defined in, or to any other provision of, any other agreement, such term or provision shall continue to have the original meaning thereof notwithstanding any termination, expiration or amendment of such other agreement; provided, however, that to the extent that any agreement to which all of the Project Credit Parties are parties is amended in accordance with the terms thereof and hereof, then any references herein to the terms and provisions of such agreement shall be to such terms or provisions as so amended; and; provided, further, that to the extent the 2015 Notes Indenture allows for the amendment of any “Collateral Document” (as defined in the 2015 Notes Indenture) without the consent of the 2015 Notes Indenture Trustee, any references herein to the terms and provisions of such document shall be to such terms or provisions as so amended.

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     2. Deferral and Subordination of Lakes Obligations.

          2.1 Deferral and Accrual of Lakes Obligations. Each of Lakes and each successor, assign and transferee of any portion of Lakes Obligations agrees that any Lakes Obligations (a) not permitted to be paid pursuant to the 2015 Notes Indenture or (b) the payment of which will result in or cause an Event of Default under the 2015 Notes Indenture shall be deferred and shall accrue and may be paid only at such time as such amounts would otherwise be permitted to be paid pursuant to the provisions of the 2015 Notes Indenture (and the payment of which shall not result or cause an Event of Default under the 2015 Notes Indenture), and none of Lakes nor any successor, assign or transferee of any portion of Lakes Obligations will ask, demand, sue for, take or receive from the Borrower, by set-off or in any other manner, direct or indirect payment (whether in cash or property), any such amounts or any transfer or property in payment of or as additional security therefor (provided that Lakes and any successor, assign or transferee of any portion of Lakes Obligations may ask for or demand payments permitted to be paid pursuant to this Section 2.1, and provided further that Lakes and each successor, assign or transferee of any portion of the Lakes Obligations may make any demand, give any notice or take any other action permitted by and in accordance with the terms of the Development and Management Agreement or any other Lakes Transaction Document so long as such action is not prohibited by this Agreement and the 2015 Notes Indenture). Without limiting the generality of the foregoing, nothing in this Agreement shall limit, restrict or otherwise impair any right of Lakes or any successor, assign or transferee to terminate the Development and Management Agreement or any other Lakes Transaction Document in accordance with the terms thereof.

          2.2 [Intentionally Omitted].

          2.3 Subordination to First Lien Secured Obligations. Notwithstanding any provision of the Development and Management Agreement, Lakes Notes or any agreement and instruments referred to therein, all Lakes Obligations shall be subordinate and junior in right of payment, to the extent and in the manner set forth in this Section 2, to the Discharge of all First Lien Secured Obligations. For avoidance of doubt, each of the First Lien Secured Parties agrees that, subject to the provisions of Section 2.4, at any time prior to the Discharge of the First Lien Secured Obligations, the Borrower may make, and Lakes and each successor, assign or transferee of any portion of the Lakes Obligations may receive and retain, payments with respect to the Lakes Obligations, so long as such payments are permitted to be paid pursuant to, and will not result in or cause an Event of Default under, the 2015 Notes Indenture.

          2.4 Default on First Lien Secured Obligations. In the event that any Event of Default shall occur and be continuing with respect to the 2015 Notes Indenture, or if any payment of Lakes Obligations would create an Event of Default under the 2015 Notes Indenture, unless and until the prior Discharge of all First Lien Secured Obligations, the right of Lakes to receive any payments or other distributions with respect to Lakes Obligations shall be deferred during such time as such payment or other distribution would create an Event of Default or during the continuance of any Event of Default.

          2.5 Deferral Not a Default. Lakes agrees that any deferral pursuant to this

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Section 2 of payment of any Lakes Notes shall not constitute a default under the Development and Management Agreement, the Lakes Notes, or any agreement and instruments referred to therein so long as the 2015 Notes have not been accelerated. For avoidance of doubt, the foregoing sentence shall not limit, restrict or otherwise impair any right of Lakes or any of its successors, assigns or transferees to terminate or exercise any other right or remedy under the Development and Management Agreement or any other Transaction Documents in accordance with the terms thereof, other than as a result of such non-payment under the Lakes Notes.

          2.6 Continuing Subordination. The subordination effected by this Section 2 is a continuing subordination and may not be modified or terminated by Lakes, any of its successors, assigns and transferees until the prior Discharge of all First Lien Secured Obligations.

          2.7 Subordination of the Lakes Obligations upon Insolvency or Liquidation Proceeding. Without limiting the application of Sections 7 or 8, in the event of any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of the Borrower or the proceeds thereof to creditors of the Borrower or upon any Indebtedness of the Borrower, by reason of the liquidation, dissolution or other winding up, partial or complete, of the Borrower, or any Insolvency or Liquidation Proceeding, then and in any such event:

               2.7.1 The holders of First Lien Secured Obligations shall be entitled to receive payment in full in cash of all such First Lien Secured Obligations before Lakes, its successors, assigns and transferees shall be entitled to receive any payment or other distributions on, or with respect to, the Lakes Obligations;

               2.7.2 Any payment or distribution of any kind or character, whether in cash, securities or other property, which but for these provisions would be payable or deliverable upon or with respect to the Lakes Obligations shall instead be paid or delivered directly to the Collateral Agent for application on the First Lien Secured Obligations, whether then due or not due, until such First Lien Secured Obligations shall have first been Discharged;

               2.7.3 Each of Lakes, its successors, assigns and transferees hereby irrevocably authorizes and empowers the Collateral Agent, and appoints the Collateral Agent as attorney-in-fact, to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor, and to file and vote claims (in bankruptcy proceedings or otherwise) and take such other actions, in the Collateral Agent’s own name or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of these provisions. Lakes, its successors, assigns and transferees shall duly and promptly take such action as may be reasonably requested by the Collateral Agent to assist in the collection of the Lakes Obligations for the account of any holder of the First Lien Secured Obligations, and to file appropriate proofs of claim with respect to the Lakes Obligations and to vote the same, and to execute and deliver to the Collateral Agent on demand such powers of attorney, proofs of claim, assignments of claim or other instruments as may be reasonably requested by the Collateral Agent to enable the Collateral Agent or any other holder of First Lien Secured Obligations to enforce any and all claims upon or with respect

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to the Lakes Obligations and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or with respect to the Lakes Obligations. In addition, none of Lakes, any of its successors, assigns or transferees shall take any action (whether oral, written or otherwise) in contravention of any action of the Collateral Agent duly taken and permitted hereunder. Such appointment as attorney-in-fact pursuant to this Section 2.7.3 is irrevocable and coupled with an interest until payment in full in cash and complete performance of all the First Lien Secured Obligations. The Collateral Agent may appoint a substitute attorney-in-fact. Each of Lakes, its successors, assigns and transferees ratifies all actions reasonably taken by the attorney-in-fact but, nevertheless, if the Collateral Agent requests, each of them will specifically ratify any action taken by the attorney-in-fact by executing and delivering to the attorney-in-fact or to any entity designated by the attorney-in-fact all documents necessary to effect such ratification; and

               2.7.4 Following any Insolvency or Liquidation Proceedings or Event of Default under the 2015 Notes Indenture that is continuing, each of Lakes, its successors, assigns and transferees will forthwith deliver any direct or indirect payment thereafter made to it upon or with respect to the Lakes Obligations prior to the Discharge of all First Lien Secured Obligations to the Collateral Agent in precisely the form received (except for the endorsement or assignment by Lakes and its successors, assigns and transferees where necessary) for application on the First Lien Secured Obligations, whether then due or not due. Until so delivered, the payment or distribution shall be held in trust by Lakes, its successors, assigns and transferees as property of the holders of the First Lien Secured Obligations. In the event of the failure by Lakes, its successors, assigns and transferees to make any such endorsement or assignment, the Collateral Agent, or any of its officers or employees, are hereby irrevocably authorized to make the same.

          2.8 [Intentionally Omitted].

          2.9 Judgment Liens. In the event any of Lakes, its successors, assigns and transferees becomes a judgment Lien creditor in respect of any assets of the Borrower as a result of its enforcement of its rights as a creditor with respect to the Lakes Obligations such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Secured Obligations) as the other Liens securing the Second Lien Secured Obligations are subject to this Agreement.

          2.10 When Proceeds Must be Paid Over. Any payment received by Lakes, its successors, assigns and transferees (including, without limitation, payments and prepayments made for application against the Lakes Secured Obligations) prior to the Discharge of all First Lien Secured Obligations when such payment is not expressly permitted by the terms of this Agreement or the 2015 Notes Indenture shall be held in trust for the benefit of the holders of First Lien Secured Obligations and shall be turned over to the Collateral Agent promptly upon the request of the Collateral Agent.

          2.11 Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that Lakes or any of its successors, assigns and transferees pays over to the Collateral Agent or any of the First Lien Secured Parties under the terms of this Agreement, Lakes shall be subrogated to the rights of the Collateral Agent or such First Lien Secured Parties; provided, however, that, Lakes and its successors, assigns and transferees hereby agree not to assert or enforce all such rights of subrogation it may acquire as a result of

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any payment hereunder until the Discharge of all First Lien Secured Obligations has occurred. To the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by Lakes or its successors, assigns and transferees that are paid over to the Collateral Agent or any First Lien Secured Party pursuant to this Agreement shall not reduce any of the Lakes Obligations.

     3. Collateral Agent.

          3.1 Appointment. The 2015 Notes Indenture Trustee hereby designates The Bank of New York Trust Company, N.A., as the Collateral Agent to act as specified herein and in each of the First Lien Security Documents. Each First Lien Secured Party hereby irrevocably authorizes, and each holder of any instrument evidencing any First Lien Obligations by the acceptance of such instrument evidencing any First Lien Obligations shall be deemed irrevocably to authorize, the Collateral Agent to take such action on its behalf under the provisions of this Agreement, the First Lien Security Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Collateral Agent may perform any of its duties hereunder or thereunder by or through its authorized agents or employees.

          3.2 Nature of Duties. The Collateral Agent shall have no duties or responsibilities except those expressly set forth herein and in the First Lien Security Documents. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or under the First Lien Security Documents or in connection herewith or therewith to the maximum extent permitted by law. The duties of the Collateral Agent shall be mechanical and administrative in nature. The Collateral Agent shall not have, by reason of this Agreement, the First Lien Security Documents, any Facility Agreement or any other document or instrument or otherwise, a fiduciary relationship in respect of any First Lien Secured Party; and nothing in this Agreement, the First Lien Security Documents, any Facility Agreement or any other document or instrument, expressed or implied, is intended to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of the First Lien Security Documents except as expressly set forth herein or therein.

          3.3 Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each First Lien Secured Party, to the extent it deems appropriate, has made and shall continue to make (a) its own independent investigation of the financial condition and affairs of the Borrower and their affiliates in connection with the making and the continuance of the Obligations and the taking or not taking of any action in connection therewith, and (b) its own appraisal of the creditworthiness of the Borrower and their affiliates, and the Collateral Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any First Lien Secured Party with any credit or other information with respect thereto, whether coming into its possession before the extension of any Obligations, or at any time or times thereafter. The Collateral Agent shall not be responsible to any First Lien Secured Party for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or

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sufficiency of the First Lien Security Documents, the First Lien Shared Collateral or the Shared Collateral or the financial condition of the Borrower or any of their affiliates or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the First Lien Security Documents, or the financial condition of the Borrower or their affiliates, or the existence or possible existence of any Event of Default.

          3.4 Certain Rights of the Collateral Agent; Pari Passu in Priority of Liens; Separate Collateral.

               3.4.1 Prior to the discharge of the First Lien Secured Obligations, no Secured Party shall have the right to take any action with respect to (or against) any Shared Collateral or First Lien Shared Collateral, but instead may only cause the Collateral Agent to take any action with respect to (or against) any Shared Collateral or First Lien Shared Collateral in accordance with the terms and subject to the limitations set forth herein. Notwithstanding the preceding sentence or any other provision of this Agreement to the contrary, the 2015 Notes Indenture Trustee (acting in accordance with the 2015 Notes Indenture) shall have the right at any time to exercise any rights or remedies with respect to the 2015 Notes Separate Collateral. If the Collateral Agent shall request instructions from the Required Secured Parties with respect to any act or action (including failure to act) in connection with this Agreement or the First Lien Security Documents, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received instructions from the Required Secured Parties and to the extent requested, appropriate indemnification in respect of actions to be taken, and the Collateral Agent shall not incur liability to any Secured Party or any other Person by reason of so refraining. Without limiting the foregoing, no Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting (i) hereunder in accordance with the instructions of the Required Secured Parties or (ii) under any First Lien Security Document as provided for therein.

               3.4.2 Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent is authorized, but not obligated, (a) to take any action reasonably required to perfect or continue the perfection of the Liens on the First Lien Shared Collateral and the Shared Collateral for the benefit of the First Lien Secured Parties, including entering into any Security Document with respect to First Lien Shared Collateral or any other document in connection with a Security Document, as secured party or beneficiary, as applicable, on behalf of the applicable First Lien Secured Parties (and each Project Credit Party, on behalf of the First Lien Secured Parties it represents, agrees to be bound by such documents to the extent the Collateral Agent has entered into such documents on behalf of such parties), and (b) when instructions from the Required Secured Parties have been requested by the Collateral Agent but have not yet been received, to take any action which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the First Lien Secured Parties in the First Lien Shared Collateral and the Shared Collateral; provided that once instructions have been received, the actions of the Collateral Agent shall be governed thereby and the Collateral Agent shall not take any further action which would be contrary thereto. In addition, once the Collateral Agent has been instructed by the Required Secured Parties to commence enforcement proceedings under the First Lien Security Documents, the Collateral Agent shall in good faith and in the manner reasonably believed by the Collateral Agent to be in the interest of the First Lien Secured Parties, promptly commence and diligently pursue to

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completion the exercise of all rights and remedies available to the Collateral Agent under the First Lien Security Documents, subject to the Collateral Agent’s right to request instructions and/or indemnities from the Required Secured Parties as provided in Sections 3.4.1 and 3.4.3.

               3.4.3 Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent shall not be required to take any action that exposes or, in the good faith judgment of the Collateral Agent may expose, the Collateral Agent or its officers, directors, agents or employees to personal liability unless the Collateral Agent shall be adequately indemnified as provided herein or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the First Lien Security Documents or applicable law. In addition, none of the provisions of this Agreement shall be construed to require the Collateral Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or under the First Lien Security Documents, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or inadequate indemnity against such risk or liability is not reasonably assured to it.

               3.4.4 If the Collateral Agent delivers a Collateral Agent Notice of Exclusive Control (as defined in the Notes Dominion Account Agreement) and no Event of Default described in clause (12) of the definition of Event of Default in the 2015 Notes Indenture exists, during the continuation of the First Lien Secured Obligations Event of Default Period (as defined in the Notes Dominion Account Agreement) commenced by such Collateral Agent Notice of Exclusive Control and only until the holders of at least twenty-five percent (25%) of the outstanding principal amount of the First Lien Secured Obligations direct the Collateral Agent to cease the disbursement of funds in the Notes Dominion Account to pay “Operating Expenses” (as defined in the 2015 Notes Indenture), the Collateral Agent will not prohibit funds in the Notes Dominion Account from being disbursed to the Authority for the payment of Operating Expenses (except for payments to Lakes or any other Second Lien Secured Parties), if the Borrower delivers to the Collateral Agent a certificate executed by at least two (2) officers of the Borrower that states that such funds will be used only to pay Operating Expenses in compliance herewith and identifies the payees of such funds and the basis for such payments.

               3.4.5 Notwithstanding any provision contained herein to the contrary, the Collateral Agent, including its officers, directors, employees and agents, shall:

               (a) not have any liability or obligation with respect to any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or government actions; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances;

               (b) have the right, but not the obligation, to consult with counsel of choice and shall not be liable for action taken or omitted to be taken by Collateral Agent either in

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accordance with the advice of such counsel or in accordance with any opinion of counsel to the Authority addressed and delivered to the Collateral Agent;

               (c) have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees, and shall not be responsible for the misconduct or negligence of such agents, attorneys, custodians and nominees appointed by it with due care; and

               (d) IN NO EVENT SHALL THE COLLATERAL AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE COLLATERAL AGENT’S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE COLLATERAL AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

               3.4.6 Any banking association or corporation into which the Collateral Agent may be merged, converted or with which the Collateral Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Collateral Agent shall be transferred, shall succeed to all the Collateral Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

          3.5 Reliance. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, order or other document or telephone message signed, sent or made by a Person believed by it to be authorized to sign, send or make the same, and, with respect to all legal matters pertaining to this Agreement or the First Lien Security Documents and its duties hereunder and thereunder, upon the advice of counsel selected by it.

          3.6 Indemnification. To the extent the Collateral Agent is not reimbursed and indemnified by the Borrower under the respective First Lien Security Documents to which they are a party, the Collateral Agent shall be entitled to reimbursement from the proceeds of the First Lien Shared Collateral and the Shared Collateral, but shall have no claim against any First Lien Secured Party for reimbursement or indemnification.

          3.7 Collateral Agent in its Individual Capacity. The Collateral Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the Borrower or any of their affiliates as if it were not performing the duties specified herein or in the First Lien Security Documents.

          3.8 Holders. The Collateral Agent may deem and treat the registered owner of any 2015 Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Collateral Agent. Any request, authority or consent of any person or entity who, at the time of making such request or giving such authority or consent, is the registered owner of any 2015

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Note shall be final and conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such 2015 Note.

          3.9 Resignation and Removal of the Collateral Agent.

               3.9.1 The Collateral Agent may resign from the performance of all of its functions and duties under the First Lien Security Documents at any time by giving thirty (30) days’ prior written notice to the Borrower and each First Lien Secured Parties and may be removed at any time, with or without cause, by the Required First Lien Secured Parties.

               3.9.2 Upon receiving notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Required First Lien Secured Parties; provided, however, that such successor Collateral Agent shall be (a) a bank or trust company having a combined capital and surplus of at least $500,000,000 subject to supervision or examination by a federal or state banking authority, (b) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent and (c) not disqualified to act in such capacity pursuant to applicable gaming laws and regulations. If the appointment of such successor shall not have become effective (as provided in Section 3.9.3) within such thirty (30) day period after the Collateral Agent shall have given such notice, then the Required First Lien Secured Parties may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this Section 3.9.2. The First Lien Secured Parties hereby consent to such petition and appointment so long as such criteria are met.

               3.9.3 The resignation of a Collateral Agent shall become effective on the date specified in the notice provided in accordance with Section 3.9.1. The removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the First Lien Security Documents and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by any First Lien Security Document. Copies of each such document or instrument shall be delivered to each Project Credit Party. The appointment of a successor Collateral Agent pursuant to Section 3.9.2 shall become effective upon the acceptance of such appointment (and execution by such successor of the documents, instruments or financing statements referred to above) and such successor Collateral Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and shall be deemed to be the “Collateral Agent” hereunder.

               3.9.4 After any resignation or removal hereunder of the Collateral Agent, the indemnification provisions of this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its agency hereunder while it was Collateral Agent.

     4. Collateral, Priority, Subordination and Release of Liens.

          4.1 Liens and Security Interests. The Project Credit Parties agree that the

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Secured Parties shall have the benefit of the following Liens on and security interests in the Collateral:

               4.1.1 Collateral for 2015 Notes Secured Obligations. The 2015 Notes Secured Obligations shall be secured by a first priority Lien on and security interest in the 2015 Notes Separate Collateral, the First Lien Shared Collateral and the Shared Collateral, which first priority Lien and security interest in the First Lien Shared Collateral and the Shared Collateral shall be pari passu in priority with the Lien and security interest in the First Lien Shared Collateral and the Shared Collateral securing the Obligations under any Permitted Additional Senior Secured Debt Agreement, subject to the sharing of proceeds provisions hereof.

               4.1.2 Collateral for Other Permitted Additional Senior Secured Debt. The Permitted Additional Senior Secured Debt Agreements shall be secured by a first priority Lien on and security interest in the First Lien Shared Collateral and the Shared Collateral, which first priority Lien and security interest in the First Lien Shared Collateral and the Shared Collateral shall be pari passu in priority with the Lien and security interest in the First Lien Shared Collateral and the Shared Collateral securing the 2015 Notes Secured Obligations, subject to the sharing of proceeds provisions hereof.

               4.1.3 Collateral for Lakes Secured Obligations. The Lakes Secured Obligations shall be secured by a first priority Lien on and security interest in the Lakes Dominion Account and by a second priority Lien on and second priority security interest in the Shared Collateral, which second priority Lien and second priority security interest in the Shared Collateral shall be pari passu in priority with the Lien and security interest in the Shared Collateral securing the Obligations under any Permitted Additional Junior Secured Debt Agreement, subject to the sharing of proceeds provisions hereof, and subject and subordinate to the Lien and security interest in the Shared Collateral securing the First Lien Secured Obligations.

               4.1.4 Collateral for Permitted Additional Junior Secured Debt. Any Permitted Additional Junior Secured Debt Agreements shall be secured by a second priority Lien on and security interest in the Shared Collateral, which second priority Lien and security interest in the Shared Collateral shall be pari passu in priority with the Lien and security interest in the Shared Collateral securing the Lakes Secured Obligations, subject to the sharing of proceeds provisions hereof and subject and subordinate to the Lien and security interest in the Shared Collateral securing the First Lien Secured Obligations.

          4.2 Separate Collateral. The 2015 Notes Separate Collateral secures only the 2015 Notes Secured Obligations, and no other Secured Party shall have any Liens thereon or any security interest therein. The First Lien Shared Collateral secures only the First Lien Secured Obligations, and no other Secured Party shall have any Liens thereon or any security interest therein. The Lakes Dominion Account secures only the Lakes Secured Obligations, and no other Secured Party shall have any Liens thereon or any security interest therein. Until the Discharge of the 2015 Notes and any other First Lien Secured Obligation shall have occurred, Lakes shall ensure that no deposits shall be made into the Lakes Dominion Account and no assets shall be held in the Lakes Dominion Account, and if any assets shall be deposited in or

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credited to the Lakes Dominion Account at any time prior to such Discharge, then Lakes shall immediately cause such assets to be deposited in the Notes Dominion Account.

          4.3 Confirmation of Liens. The Secured Parties each hereby confirm and agree that the Liens and security interests held by or for the benefit of a Secured Party in the Collateral, as provided for in the preceding provisions of this Section 4, shall secure all Obligations of the Borrower now or hereafter owing to such Secured Party in connection with the applicable Facility Agreement throughout the term of this Agreement, with the priority specified in Section 4.1, and further in each case notwithstanding (a) the availability of any other collateral to any Secured Party, (b) the execution, delivery, recording, filing or perfection of any of the Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (c) the fact that any Lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under any Bankruptcy Law, (d) the taking of possession of any Shared Collateral or any First Lien Shared Collateral by any Project Credit Party (and such possession to be deemed to be on behalf of all Project Credit Parties for purposes of perfecting the security interest or Lien of each therein) or (e) any other matter whatsoever. All provisions of this Agreement, including but not limited to, all matters relating to the creation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any Security Document and all provisions regarding the allocation and priority of payments with respect to any Class of Secured Obligations shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each Project Credit Party during any such proceeding. In the event of an Insolvency or Liquidation Proceeding, each Secured Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Class of Secured Obligations shall include all principal, additional advances permitted thereunder, interest, default interest, London Interbank Offered Rate (LIBOR) breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Parties in the order and priority provided for in this Section 4 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the Collateral under applicable law and further notwithstanding any release of any such Lien or security interest pursuant to Section 4.4.

          4.4 Releases

               4.4.1 Lakes hereby represents and warrants that it has released all Liens on collateral securing Lakes Secured Obligations not constituting the Shared Collateral prior to the date hereof (other than the Lakes Dominion Account); Lakes further represents and agrees that it shall not allow any collateral not constituting the Shared Collateral (other than the Lakes Dominion Account) to secure the Lakes Secured Obligations prior to the Discharge of the First Lien Secured Obligations. For the avoidance of doubt, this means that Lakes shall not have a security interest or Lien on the FF&E Collateral so long as any FF&E Financing secured by such FF&E Collateral is outstanding (except with respect to any items of FF&E Collateral which are released and no longer constitute FF&E Collateral). Further, any Permitted Additional Junior Secured Debt Agreement shall not be secured by any FF&E Collateral so long as any FF&E

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Financing secured by such FF&E Collateral is outstanding (except with respect to any items of FF&E Collateral which are released and no longer constitute FF&E Collateral).

               4.4.2 If in connection with the exercise of the First Lien Required Secured Party’s remedies in respect of any Shared Collateral as provided for in Section 5.2, the Collateral Agent, on behalf of the First Lien Secured Parties, releases its Liens on any part of the Shared Collateral, then the Liens of the Second Lien Secured Parties on the Shared Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to the Collateral Agent such termination statements, releases and other documents as the Collateral Agent may request to effectively confirm such release.

               4.4.3 If in connection with any sale, lease, exchange, transfer or other disposition of any Shared Collateral permitted under Section 4.09 of the 2015 Notes Indenture, the Collateral Agent, on behalf of the Required First Lien Secured Parties, releases its Liens on any part of the Shared Collateral, then the Liens of the Second Lien Secured Parties on such Shared Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to the Collateral Agent such termination statements, releases and other documents as the Collateral Agent may request to effectively confirm such release.

               4.4.4 If in connection with the distribution by the Borrower of Net Loss Proceeds (as defined in the 2015 Notes Indenture) from any Event of Loss of any Shared Collateral as required under Section 4.10 of the 2015 Notes Indenture, the Collateral Agent, on behalf of the Required First Lien Secured Parties, releases its Liens on any part of the Shared Collateral, then the Liens of the Second Lien Secured Parties on such Shared Collateral shall be automatically, unconditionally and simultaneously released. The Second Lien Secured Parties promptly shall execute and deliver to the Collateral Agent such termination statements, releases and other documents as the Collateral Agent may request to effectively confirm such release.

               4.4.5 Until the Discharge of First Lien Secured Obligations shall occur, each of the Second Lien Secured Parties hereby irrevocably constitutes and appoints the Collateral Agent as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each of the Second Lien Secured Parties for the purpose of carrying out the terms of this Section 4.4, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.4, including any endorsements or other instruments of transfer or release.

               4.4.6 Notwithstanding the release of any Lien in accordance with this Section 4, the proceeds of any Collateral released in accordance with this Section 4 by any Secured Party or any successor, assign or transferee shall be distributed in accordance with the terms of this Agreement.

     5. Rights and Limitation of Actions With Respect to Collateral.

          5.1 Rights and Limitations Applicable to Second Lien Secured Parties.

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               5.1.1 Subject to Section 5.1.2, at any time prior to the Discharge of all First Lien Secured Obligations, the Second Lien Secured Parties shall not, and shall not authorize or direct any other Person acting for them to, exercise any right or remedy with respect to any Collateral (including any right of set-off) or take any action to enforce, collect or realize upon any Collateral, including, without limitation, any right, remedy or action to:

(a)	take possession of or control over any Collateral;
(b)	exercise any collection rights in respect of any Collateral;
(c)	exercise any right of set-off against any property subject to any Lien securing any First Lien Secured Obligations;
(d)	foreclose upon any Collateral or take or accept any transfer of title in lieu of foreclosure upon any Collateral;
(e)	enforce any claim to the proceeds of insurance upon any Collateral;
(f)	deliver any notice, claim or demand relating to the Collateral to any Person (including any securities intermediary, depositary bank or landlord) in the possession or control of any Collateral or acting as bailee, custodian or agent for any of the First Lien Secured Obligations in respect of any Collateral;
(g)	otherwise enforce any remedy available upon default for the enforcement of any Lien upon any Collateral;
(h)	deliver any notice or commence any proceeding for any of the foregoing purposes;
(i)	seek relief in any Insolvency or Liquidation Proceeding permitting it to do any of the foregoing; or
(j)	retain any proceeds of accounts and other obligations receivable paid to it directly by any account debtor.

               5.1.2 Notwithstanding the foregoing, nothing in this Section 5.1 shall prohibit, limit or restrict Lakes or any successor, assign or transferee of any portion of the Lakes Obligations from applying funds comprising Collateral as contemplated by the Lakes Transaction Documents, so long as such application is permitted by the 2015 Notes Indenture and this Agreement.

               5.1.3 Notwithstanding Section 5.1.1, any right or remedy set forth in clauses (a) through (j) thereof may be exercised and any such action may be taken, authorized or instructed by the Second Lien Secured Parties as necessary to redeem any Collateral in a creditor’s redemption permitted by law or to deliver (subject to the prior Discharge of the First Lien Secured Obligations) any notice or demand necessary to enforce any right to claim, take or

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receive proceeds of Collateral remaining after the Discharge of the First Lien Secured Obligations in the event of foreclosure or other enforcement of any Lien securing the First Lien Secured Obligations, so long as the enforcement of any such Lien securing the First Lien Secured Obligations is not adversely affected or delayed.

               5.1.4 Notwithstanding Section 5.1.1, any right or remedy set forth in clauses (a) through (j) thereof may be exercised and any such action may be taken, authorized or instructed by the Second Lien Secured Parties:

(a)	as necessary to perfect a Lien upon any Shared Collateral by any method of perfection except through possession or control (other than as contemplated by the Notes Dominion Account Agreement); or
(b)	as necessary to create, prove, preserve or protect (but not enforce) the Liens upon any Shared Collateral securing the Second Lien Secured Obligations.

               5.1.5 Nothing in this Agreement or any other Facility Agreement shall affect the relative rights of the Second Lien Secured Parties, collectively, vis a vis creditors of the Borrower (other than the First Lien Secured Parties).

          5.2 Rights and Limitations Applicable to the First Lien Secured Parties.

               5.2.1 At all times until Discharge of all First Lien Secured Obligations, the Collateral Agent at the direction of the Required Secured Parties shall have, on behalf of the First Lien Secured Parties, the exclusive right to manage, perform and enforce the terms of the First Lien Security Documents with respect to all Shared Collateral and to exercise and enforce all privileges and rights thereunder according to its discretion and exercise of its business judgment, including, without limitation, the exclusive right to take the actions enumerated in clauses (a) through (j) of Section 5.1.1. In connection therewith, provided that each of the First Lien Secured Parties acts in good faith and otherwise in accordance with applicable law, each Second Lien Secured Party waives any and all rights to affect the method or challenge the appropriateness of any action by the First Lien Secured Parties and hereby consents to each of the First Lien Secured Parties exercising or not exercising such rights and remedies as if no Lien securing any Second Lien Secured Obligations existed, except only that the Second Lien Secured Parties reserve all rights granted by law (a) to request or receive notice of any sale of Shared Collateral in foreclosure of any Lien securing the First Lien Secured Obligations and (b) to redeem any Shared Collateral or enforce any right to claim, take or receive proceeds of Shared Collateral remaining after the Discharge of the First Lien Secured Obligations as provided in Section 5.1.3.

          5.3 Notification of Events of Default. Each Project Credit Party hereby agrees, for the benefit of each other Project Credit Party, to use its best efforts to provide written notice to each other Project Credit Party within ten (10) Business Days after obtaining actual knowledge of the occurrence or assertion of an Event of Default under their respective Facility Agreements. No Project Credit Party shall have any liability to the other for failing to provide any such notice.

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          5.4 Certain Waivers by Second Lien Secured Parties. To the fullest extent permitted by law, the Second Lien Secured Parties waive and agree not to assert or enforce, at any time prior to the Discharge of all First Lien Secured Obligations:

(a)	any right of subrogation to the rights or interests of the First Lien Secured Parties or any claim or defense based upon impairment of any such right of subrogation (it being understood and agreed that the Second Lien Secured Parties shall have such subrogation rights as substantially provided in Section 2.11);
(b)	any right of marshalling accorded to a junior lienholder, as against a priority lienholder, under equitable principles; and
(c)	any statutory right of appraisal or valuation accorded to a junior lienholder in a proceeding to foreclose a senior Lien;

in each case, that otherwise may be enforceable in respect of any Lien securing any of the Second Lien Secured Obligations as against the First Lien Secured Parties.

          5.5 Agent for Perfection.

               5.5.1 Each of the Project Credit Parties agrees to hold all Collateral that is part of the Shared Collateral and in its respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either, as applicable) as agent for itself and the other Project Credit Parties solely for the purpose of perfecting the security interest granted to each in such Collateral subject to the terms and conditions of this Section 5.5.1. None of the Project Credit Parties shall have any obligation whatsoever to the other Project Credit Parties to assure that the Collateral is genuine or owned by the Borrower, or to preserve rights or benefits of any Person. The duties or responsibilities of each Project Credit Party under this Section 5.5.1 are and shall be limited solely to holding or maintaining control of the Collateral as agent for itself and the others for purposes of perfecting the Lien held by the Project Credit Parties. Persons acting pursuant to this Section 5.5.1 are not and shall not be deemed to be fiduciaries of any kind for any other Person.

               5.5.2 Each of the Project Credit Parties acknowledges that, prior to the Tribe’s creation of the Borrower and conveyance of certain of the Shared Collateral to the Borrower, Lakes filed a financing statement naming the Tribe as debtor and describing certain of the Shared Collateral, which financing statement was filed as #236160561 on December 20, 2002, with the California Secretary of State (such financing statement being referred to as the “2002 Financing Statement”) to perfect its security interest in such Shared Collateral. Each of the Project Credit Parties agree that (a) the 2002 Financing Agreement shall be amended to name the Borrower as an additional debtor and be continued reasonably in advance of the date on which it would otherwise lapse, and (b) solely for purposes of perfecting the security interest granted to each Project Credit Party in the Shared Collateral described in the 2002 Financing Statement, Lakes shall be deemed to act as agent for itself and the other Project Credit Parties

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and to have filed the 2002 Financing Statement in such capacity, subject to the terms and conditions of this Section 5.5.2. Lakes shall have no obligation whatsoever to the other Project Credit Parties to assure that such Shared Collateral is genuine or owned by the Borrower, or to preserve the rights or benefits of any Person. The duties or responsibilities of Lakes under this Section 5.5.2 are and shall be limited solely to acting as agent for itself and the other Project Credit Parties for purposes of perfecting the Lien of each Project Credit Party in such of the Shared Collateral as such Project Credit Party has a Lien. Lakes acting pursuant to this Section 5.2.2 is not and shall not be deemed to be a fiduciary of any kind for any other Person.

          5.6 When Proceeds Must be Paid Over. Any payment received by any Second Lien Secured Party (including, without limitation, payments and prepayments made for application against the Second Lien Secured Obligations and all other payments and deposits made pursuant to any provision of any Permitted Additional Junior Secured Debt Agreement or any Second Lien Security Document) prior to the Discharge of all First Lien Secured Obligations when such payment is not expressly permitted by the terms of this Agreement shall be held in trust for the benefit of the First Lien Secured Parties and shall be turned over to the Collateral Agent promptly upon the request of the Collateral Agent or any other First Lien Secured Party.

     6. Rights and Limitations with Respect to Amendments, Waivers and Other Actions Under Facility Agreements.

          6.1 Rights and Limitations Applicable to Second Lien Secured Parties. Prior to the Discharge of the First Lien Secured Obligations, the Second Lien Secured Parties will not enter into, authorize or direct, any amendment of or supplement to any Second Lien Security Document relating to any Collateral that would make such document inconsistent in any material respect with the comparable provisions of the First Lien Security Document upon such Collateral. For purposes of the foregoing, any provision granting rights or powers to any Second Lien Secured Party that are not granted to the First Lien Secured Parties (other than pursuant to the Lakes Dominion Account Agreement) will constitute a material inconsistency. For avoidance of doubt, each Project Credit Party acknowledges and agrees that such Second Lien Security Documents as are in effect on the date hereof, in the form in which they are so in effect on the date hereof, are not (and will not hereafter be deemed to be) inconsistent with the First Lien Security Documents.

          6.2 Rights and Limitations Applicable to the First Lien Secured Parties.

               6.2.1 The First Lien Secured Parties may at any time and from time to time, without the consent of or notice to any Second Lien Secured Party, without incurring any responsibility or liability to any Second Lien Secured Party and without in any manner prejudicing, affecting or impairing the ranking or priority of the Liens and the security interests in the Collateral created by the First Lien Security Documents or the rights and obligations of the Project Credit Parties hereunder, take (or instruct the Collateral Agent to take) any of the following, subject to the provisions of Section 5.2:

(a) make loans and advances to the Borrower or issue, guaranty or obtain letters of credit for account of the Borrower or otherwise extend credit to the Borrower in any amount and on any terms, whether pursuant to a

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	commitment or as a discretionary advance and whether or not any default or Event of Default or failure of condition is then continuing;
(b)	change the manner, place or terms of payment or extend the time of payment of, or renew or alter, compromise, accelerate, extend or, subject to Section 10.14, refinance any First Lien Secured Obligations or any agreement, guaranty, Lien or obligation of the Borrower or any other Person in any manner related thereto, or otherwise amend, supplement or change in any manner any First Lien Secured Obligations or Liens securing First Lien Secured Obligations or any such agreement, guaranty, Lien or obligation;
(c)	increase or reduce the amount of any First Lien Secured Obligation or the interest, premium, fees or other amounts payable in respect thereof;
(d)	release or discharge any First Lien Secured Obligation or any guaranty thereof or any agreement or obligation of the Borrower or any other Person with respect thereto;
(e)	take or fail to take any first priority Lien or any other collateral security for any First Lien Secured Obligation or take or fail to take any action which may be necessary or appropriate to ensure that any Lien securing a First Lien Secured Obligation or any other Lien upon any property is duly enforceable or perfected or entitled to priority as against any other Lien or to ensure that any proceeds of any property subject to any Lien are applied to the payment of any First Lien Secured Obligation or any other obligation secured thereby;
(f)	release, discharge or permit the lapse of any or all Liens securing a First Lien Secured Obligation or any other Liens upon any property at any time;
(g)	exercise or enforce, in any manner, order or sequence, or fail to exercise or enforce, any right or remedy against the Borrower or any collateral security or any other Person or property in respect of any First Lien Secured Obligation or any Lien securing any First Lien Secured Obligation or any right or power under the First Lien Security Documents and hereunder and apply any payment or proceeds of collateral in any order of application; or
(h)	sell, exchange, release, foreclose upon or otherwise deal with any property that may at any time be subject to any Lien securing any First Lien Secured Obligation.

               6.2.2 No (a) exercise, delay in exercising or failure to exercise any right arising under the First Lien Security Documents or this Agreement, (b) act or omission of any First Lien Secured Party in respect of the Borrower or any other Person or any collateral security for any First Lien Secured Obligation or any right arising under the First Lien Security

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Documents and hereunder, (c) change, impairment, or suspension of any right or remedy of any First Lien Secured Party, or (d) other act, failure to act, circumstance, occurrence or event, including, without limitation, the acts listed in Section 6.2.1, which, but for this provision, would or could act as a release or exoneration of the agreements or obligations of any Second Lien Secured Party hereunder shall in any way affect, decrease, diminish or impair any of such agreements or obligations, including, without limitation, the Lien subordination provisions and the standstill obligations set forth in Sections 4.1 and 5.1.

               6.2.3 Waivers and Deferrals of Payments. Any Project Credit Party may, without the consent of the other Project Credit Parties, defer any payments due under its Class of Secured Obligations or waive any provisions thereof.

          6.3 Limitation of Liability

               6.3.1 Except as expressly set forth herein (and, with respect to any rights or obligations among Secured Parties within the same Class, in their respective Facility Agreements), no Secured Party will have any duty, express or implied, fiduciary or otherwise, to any other Secured Party.

               6.3.2 To the maximum extent permitted by law, each Second Lien Secured Party waives any claim it may have against any First Lien Secured Party with respect to or arising out of any action or failure to act or any error of judgment or negligence (but not gross negligence, willful misconduct or any breach of this Agreement) on the part of any First Lien Secured Party or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies in respect of the Secured Obligations or under any Security Documents or any transaction relating to the Collateral. Neither any First Lien Secured Party nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, except to the extent arising out of breach of this Agreement by or out of the gross negligence or willful misconduct of such Secured Party or any of their respective directors, officers, employees or agents, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or upon the request of any Second Lien Secured Party or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

               6.3.3 Each Second Lien Secured Party (subject to its respective Facility Agreement) shall be responsible for keeping itself informed of the financial condition of the Borrower and its affiliates and all other circumstances bearing upon the risk of nonpayment of any Secured Obligations. Except as set forth in Section 5.3, no First Lien Secured Party shall have any duty to advise any other Project Credit Party of information regarding such condition or circumstances or as to any other matter. Subject, with respect to any rights and obligations among Secured Parties of the same Class, to the provisions of their respective Facility Agreements, if any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other Secured Party, it shall be under no obligation to provide any similar information on any subsequent occasion, to provide any additional information, or undertake any investigation, or to disclose any information which, pursuant to accepted or reasonable commercial finance practice, it wishes to maintain confidential.

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     7. Insolvency or Liquidation Proceedings

          7.1 Right to File Involuntary Bankruptcy. Notwithstanding any other provision of this Agreement to the contrary, any Project Credit Party shall be entitled, at any time and at its sole discretion, to initiate or join as a petitioning creditor in an involuntary Insolvency or Liquidation Proceeding against the Borrower; provided, however, that, until the prior Discharge of all First Lien Secured Obligations, none of the Second Lien Secured Party shall, without the prior written consent of the Collateral Agent, acting at the direction of the Required First Lien Secured Parties, initiate or join as a petitioning creditor in an involuntary Insolvency or Liquidation Proceeding against the Borrower.

          7.2 Certain Agreements and Consents by Second Lien Secured Parties.

               7.2.1 At no time prior to the Discharge of all First Lien Secured Obligations shall any Second Lien Secured Party:

(a)	request judicial relief in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the exercise or enforcement of any right or remedy otherwise available to the holders of First Lien Secured Obligations that would limit, invalidate, avoid or set aside any Lien securing the First Lien Secured Obligations or subordinate the Lien securing the First Lien Secured Obligations to the Liens securing the Second Lien Secured Obligations or grant the Liens securing the Second Lien Secured Obligations equal ranking to the Liens securing the First Lien Secured Obligations;
(b)	oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Liens securing the First Lien Secured Obligations made by any holder of First Lien Secured Obligations in any Insolvency or Liquidation Proceeding;
(c)	oppose or otherwise contest any exercise by any holder of First Lien Secured Obligations of the right to credit bid First Lien Secured Obligations at any sale in foreclosure of Lien securing the First Lien Secured Obligations; or
(d)	oppose or otherwise contest any other request for judicial relief made in any court by any holder of First Lien Secured Obligations relating to the enforcement of any Lien securing the First Lien Secured Obligations.

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               7.2.2 If, in any Insolvency or Liquidation Proceeding prior to the Discharge of all First Lien Secured Obligations, the First Lien Secured Parties:

(a)	consent to any order for use of cash collateral for payment of (i) expenses reasonably necessary or appropriate for the conduct of the Project or for the preservation of the Collateral, (ii) debt secured by Liens upon the Shared Collateral that are senior to the Liens securing the Second Lien Secured Obligations or (iii) administrative expenses arising in connection with the Insolvency or Liquidation Proceeding;
(b)	consent to any order granting any priming Lien, replacement Lien, cash payment or other relief on account of First Lien Secured Obligations as adequate protection (or its equivalent) for the interests of the First Lien Secured Parties in property subject to the Liens securing the First Lien Secured Obligations in connection with any order for use of cash collateral; or
(c)	consent to any order relating to any sale of assets of the Borrower and providing, to the extent the sale is to be free and clear of Liens, that all such Liens shall attach to the proceeds of the sale (except that the First Lien Secured Parties need not admit, consent to or support any valuation of the Collateral alleged in support of the allowance of any secured claim based upon the Liens securing the Second Lien Secured Obligations),

          then, the Second Lien Secured Parties will not oppose or otherwise contest the entry of such order, except that any such order relating to a sale of assets may be opposed or otherwise contested by them based on any ground that may be asserted by a holder of unsecured claims (but not on any grounds arising from or relating to any Lien securing the Second Lien Secured Obligations or any secured claim or secured creditor rights based on any Lien securing the Second Lien Secured Obligations, provided that such sale is conducted in good faith and otherwise in accordance with applicable law).

               7.2.3 If, in any Liquidation or Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, on more than one Class of Secured Obligations, then, to the extent the debt obligations distributed on such account are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

               7.2.4 The Second Lien Secured Parties will not assert or enforce, at any time prior to the Discharge of the First Lien Secured Obligations, any claim under §506(c) of the United States Bankruptcy Code with respect to the Liens securing the First Lien Secured Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

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               7.2.5 If, for purposes of valuation of the secured claims of the First Lien Secured Parties in any Insolvency or Liquidation Proceeding, the First Lien Secured Parties determine, and the Collateral Agent or any other First Lien Secured Party notifies any Project Credit Party on behalf of any Class of Second Lien Secured Obligations, that the Collateral should be valued as of any particular time in the period from the date of commencement of such Insolvency or Liquidation Proceeding to the date of confirmation of any plan of reorganization or other dispositive restructuring plan therein, then the Second Lien Secured Parties shall not oppose or otherwise contest that the date as of which such secured claims should be valued is the date chosen by the First Lien Secured Parties. The Second Lien Secured Parties shall not have the right to assert the lack of adequate protection of their Liens or the collateral securing the Second Lien Secured Obligations as a basis for opposing a motion or other relief sought in any Insolvency or Liquidation Proceeding and approved by the First Lien Secured Parties.

               7.2.6 If, in connection with the approval by creditors of any plan of reorganization or other dispositive restructuring plan in any Insolvency or Liquidation Proceeding, either:

(a)

secured claims based upon the Second Lien Secured Obligations are classified in the same class of secured claims as secured claims based upon the First Lien Secured Obligations; or

(b)

secured claims based upon the Second Lien Secured Obligations are classified in a separate class from secured claims based upon the First Lien Secured Obligations and are treated under such plan as an impaired secured class, and such plan could not lawfully be confirmed or approved by the court in such Insolvency or Liquidation Proceeding unless the class of secured claims based upon the Second Lien Secured Obligations votes, as a class or as classes, to accept such plan;

          then the holders of secured claims based upon the Second Lien Secured Obligations shall not vote such secured claims to accept such plan if: (i) the Collateral Agent or any other First Lien Secured Party notifies the holders of such secured claims (in such manner and to such Person at such addresses as each Project Credit Party on behalf of any Class of Second Lien Secured Obligations may direct), at least five (5) Business Days before ballots are due in the voting on such plan, that fewer than the holders of two-thirds in amount of secured claims based upon the 2015 Notes Secured Obligations or fewer than the holders of two-thirds in amount of secured claims based upon Obligations under any Permitted Additional Senior Secured Debt Agreement will vote, in each case as a separate class (or as if they were a separate class), to accept such plan, (ii) such notice is not withdrawn by the Collateral Agent or any other First Lien Secured Party by written notice to such Project Credit Party (or, if required by law, to the holders of such secured claims) and (iii) such plan is not accepted by the holders of secured claims based upon the First Lien Secured Obligations voting as a separate class (or as if they were a separate class).

          The Project Credit Party on behalf of each Class of Second Lien Secured Obligations shall provide the Collateral Agent with such information as may be available to such

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Project Credit Party as to the names and notice addresses of the holders of secured claims based upon such Class of Second Lien Secured Obligations. The notice described in clause (i) of the preceding paragraph shall be conclusively deemed sufficiently given if mailed by ordinary mail, postage prepaid, to such names and addresses. No ballot voting a secured claim based upon any of the Second Lien Secured Obligations shall be delivered in respect of any such plan by any holder of secured claims based upon any of the Second Lien Secured Obligations prior to the last date on which the notice described in clause (i) may be given. Any ballot cast in violation of this Section 7.2.6 will be invalid.

               7.2.7 Until the Discharge of the First Lien Secured Obligations has occurred, if the Borrower shall be subject to any Insolvency or Liquidation Proceeding and the Collateral Agent shall, acting in accordance with the First Lien Documents, agree to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code), on which a Lien has been granted to the Collateral Agent pursuant to the First Lien Documents or to permit the Borrower to obtain financing, whether from any of the First Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Second Lien Secured Party agrees that it will raise no objection to such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (a) it is on commercially reasonable terms, (b) each Second Lien Secured Party retains the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Shared Collateral, and (c) the terms of the DIP Financing (i) do not compel the Borrower to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document and (ii) do not expressly require the liquidation of the Shared Collateral prior to a default under the DIP Financing documentation or Cash Collateral order. To the extent the Liens securing the First Lien Secured Obligations are subordinated to or pari passu with such DIP Financing which meets the requirements of clauses (a) through (c) above, each Second Lien Secured Party will subordinate any Liens in the Shared Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto). Each Second Lien Secured Party agrees that, so long as it is actually receiving adequate protection on a current basis (and cash payments included therein are not being deferred), it shall not directly or indirectly propose or support any DIP Financing which the Collateral Agent on behalf of the First Lien Secured Parties has not approved. For purposes of this Section 7.2.7 only, any adequate protection that is either not requested or affirmatively waived by the Second Lien Secured Parties shall be deemed to be received by the Second Lien Secured Parties. If the bankruptcy court hearing any motion of the Second Lien Secured Parties for allowance of adequate protection does not approve same, such disapproval shall constitute a failure to receive same under this Section 7.2.7, unless cured by the Collateral Agent on behalf of the First Lien Secured Parties, who shall have the right but not the obligation to do so.

     8. Application of Proceeds of Shared Collateral.

          8.1 Application of Proceeds Generally. Other than (a) the Net Proceeds from any Asset Sale and (b) the Net Loss Proceeds from any Event of Loss, in each case involving any or all of the Shared Collateral or the First Lien Shared Collateral, both of which shall be applied in accordance with the 2015 Notes Indenture or, in the case of any such Net Loss

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Proceeds prior to the termination of the Disbursement Agreement, in accordance with the Disbursement Agreement, all monies collected by the Collateral Agent or any other Secured Party upon any sale or other disposition of any Shared Collateral or any First Lien Shared Collateral pursuant to the enforcement of any of the First Lien Security Documents with respect to Shared Collateral or First Lien Shared Collateral or the exercise of any of the remedial provisions thereof, together with all other monies received by the Collateral Agent or any other Secured Party hereunder or under any Security Document with respect to Shared Collateral or First Lien Shared Collateral (x) as a result of any such enforcement or the exercise of any such remedial provisions or (y) as a result of any distribution of any Shared Collateral or any First Lien Shared Collateral upon the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and Indebtedness of the Borrower, or the application of any Shared Collateral or any First Lien Shared Collateral to the payment thereof, any distribution of the Shared Collateral or the First Lien Shared Collateral upon the liquidation or dissolution of the Borrower or the winding up of the assets or business of the Borrower, or any distribution made under such circumstances on or in connection with any Facility Agreement or otherwise payable under such circumstances under any Security Document with respect to Shared Collateral or the First Lien Shared Collateral, shall be applied as follows:

          With respect to Shared Collateral:

(i)	first, to the payment of all amounts owing to the Collateral Agent in the event of any proceeding for the collection or enforcement of any Indebtedness or payment obligations of the Borrower, after an Event of Default under the 2015 Notes Indenture shall have occurred and be continuing, the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Shared Collateral, or of any exercise by the Collateral Agent of its rights hereunder or under the First Lien Security Documents with respect to Shared Collateral, together with reasonable attorneys’ fees and court costs;
(ii)	second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the First Lien Secured Parties as provided in Section 8.2, with each Class of First Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Primary Obligations or, if the proceeds are insufficient to pay in full in cash all such Primary Obligations, their respective Pro Rata Share of the amount remaining to be distributed;
(iii)	third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the First Lien Secured Parties as provided in Section 8.2, with each Class of First Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full in cash all such Secondary Obligations, their respective Pro

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	Rata Share of the amount remaining to be distributed;
(iv)	fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Primary Obligations shall be paid to the Second Lien Secured Parties as provided in Section 8.2, with each Class of Second Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, their respective Pro Rata Share of the amount remaining to be distributed;
(v)	fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Second Lien Secured Parties as provided in Section 8.2, with each Class of Second Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full in cash all such Secondary Obligations, their respective Pro Rata Share of the amount remaining to be distributed;
(vi)	sixth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (v), inclusive, and following the termination of this Agreement pursuant to the terms hereof, to the Borrower under its respective Security Documents, or to whomever may be lawfully entitled to receive such surplus;

          With respect to First Lien Shared Collateral:

(i)

first, to the payment of all amounts owing to the Collateral Agent in the event of any proceeding for the collection or enforcement of any Indebtedness or payment obligations of the Borrower, after an Event of Default shall have occurred and be continuing, the reasonable expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the First Lien Shared Collateral, or of any exercise by the Collateral Agent of its rights hereunder or under the First Lien Security Documents with respect to First Lien Shared Collateral, together with reasonable attorneys’ fees and court costs;

(ii)

second, to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Primary Obligations shall be paid to the First Lien Secured Parties as provided in Section 8.2, with each Class of First Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Primary Obligations or, if the proceeds are insufficient to pay in full in cash all such Primary Obligations, their respective Pro Rata Share of the amount remaining to be distributed;

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(iii)

third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Secondary Obligations shall be paid to the First Lien Secured Parties as provided in Section 8.2, with each Class of First Lien Secured Parties collectively receiving an amount equal to their respective aggregate outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full in cash all such Secondary Obligations, their respective Pro Rata Share of the amount remaining to be distributed;

(iv)

fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement pursuant to the terms hereof, to the Borrower under its respective Security Documents, or to whomever may be lawfully entitled to receive such surplus.

          8.2 Certain Terms. For purposes of this Agreement (a) “Pro Rata Share” means, when calculating each Class of Secured Parties’ respective portions of any distribution or amount, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then aggregate unpaid amount of the Primary Obligations or Secondary Obligations, as the case may be, owed to such Class of Secured Parties and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, (b) “Primary Obligations” means all Obligations under such Class of Secured Obligations, in each case excluding indemnities, fees (including, without limitation, attorneys’ fees) and similar obligations and liabilities (except, with respect to Lakes or any successor, assign or transferee of any portion of the Lakes Obligations, “Primary Obligations” shall include, without limitation, the management fee and other Development and Management Agreement Obligations) and (c) “Secondary Obligations” means all other obligations owed to such Class of Secured Parties other than Primary Obligations; provided, however, that the principal amount will be calculated without duplication of the underlying obligation for any guarantees.

          8.3 Sharing of Non-Pro Rata Payments. Each First Lien Secured Party agrees that in the event any First Lien Secured Party shall obtain payment that is not a Pro Rata Payment of any amounts due to it on or in respect of any First Lien Secured Obligations and such payment arises from the items or circumstances listed in items (a), (b) or (c) below, then such First Lien Secured Party shall promptly remit to the Collateral Agent for distribution to other First Lien Secured Parties the portion of such payment necessary to ensure that each First Lien Secured Party shall have received a Pro Rata Payment; provided that, if at such time redistribution of such payment in such manner is inadvisable in the reasonable judgment of the Collateral Agent, then at the request of such First Lien Secured Party, the Project Credit Parties representing such First Lien Secured Parties shall promptly consult with each other to determine whether there is a preferable manner to make equitable adjustments (including the purchase by such First Lien Secured Parties) to permit all First Lien Secured Parties to share such payment (net of expenses incurred by the recipient First Lien Secured Party in obtaining or preserving such payment) pro rata (in accordance with the definition of Pro Rata Payment). If any such redistributed or shared payment is rescinded or must otherwise be restored by the First Lien Secured Party who originally obtained such payment, then each First Lien Secured Party which shares the benefit of such payment shall return to such First Lien Secured Party its portion of the

34

payment so rescinded or required to be restored. The payments that are subject to the foregoing provisions are those that: (a) arise from any exercise of a right of setoff, banker’s Lien or counterclaim, or from any security or from any realization (whether through attachment, foreclosure or otherwise) of assets of the Borrower, (b) are made after an Event of Default has occurred and is continuing, or (c) are made in connection with the events or circumstances described in Section 3.09 of the 2015 Notes Indenture, but in the case of this clause (c), only to the extent that a prepayment of principal outstanding under any Class of First Lien Secured Obligations is required in connection with the same events or circumstances.

          8.4 Overpayments. When payments to Secured Parties are based upon their respective Pro Rata Shares, the amounts received by such Secured Parties hereunder shall be applied (for purposes of making determinations under this Section 8 only) (a) first, to their Primary Obligations and (b) second, to their Secondary Obligations. If any payment to any Secured Party of its Pro Rata Share of any distribution would result in overpayment to such Secured Party, then (x) such Secured Party shall promptly notify the other Secured Parties within the same Class as such Secured Party of such overpayment and (y) the amount of such overpayment shall instead be distributed in respect of the unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Secured Parties of such Class. Each Secured Party of such Class whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full shall receive an amount equal to such overpayment amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Party and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Parties entitled to such distributions.

          8.5 Payment to Class Representatives. All payments required to be made under this Section 8 shall be made, with respect to each Class of Secured Parties, to the Project Credit Party acting on behalf of such Class. Each such Project Credit Party shall apply such funds in accordance with its respective Facility Agreement.

     9. Representations and Warranties. Each party hereto represents and warrants to each other party as follows:

          9.1 Organization. It is duly organized and is validly existing under the laws of the jurisdiction under which it was organized with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.

          9.2 Authorization. All actions necessary to authorize the execution, delivery and performance of this Agreement on behalf of such party have been duly taken, and all such actions continue in full force and effect as of the date hereof.

          9.3 Binding Agreement. It has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement of such party enforceable in accordance with its terms and subject to (a) Bankruptcy Laws, and (b) principles of equity, which may apply regardless of whether a proceeding is brought in law or in equity.

          9.4 No Consent Required. To the best of its knowledge, no consent of any

35

other party and no consent, license, approval, or authorization of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with the execution, delivery, or performance by such party of this Agreement or consummation by such party of the transactions contemplated by this Agreement.

          9.5 No Conflict. None of the execution, delivery, and performance of this Agreement nor the consummation of the transactions contemplated by this Agreement will (a) violate or conflict with any provision of the organizational or governing documents, if any, of such party; (b) to the best of its knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, would constitute) a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to which such party is a party or to which any of its properties are subject; (c) to the best of its knowledge, result in the creation of any Lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of such party pursuant to the terms of any such contract, mortgage, lease, bond, indenture, agreement, franchise, or other instrument; (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator, administrative agency, or governmental or regulatory body of which it has knowledge against, or binding upon such party or upon any of the securities, properties, assets, or business of such party; or (e) to the best of its knowledge, constitute a violation by such party of any statute, law, or regulation that is applicable to such party.

          9.6 Jury Trial Waiver. Each party hereto agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this Agreement, or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily by each party, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue.

     10. Miscellaneous Provisions.

          10.1 Notices; Addresses. Any communications between the Project Credit Parties hereto or notices herein to be given may be given to the following addressees:

If to the 2015 Notes Indenture Trustee:	The Bank of New York Trust Company, N.A.
	2 North LaSalle Street
	Suite 1020
	Chicago, IL 60602
	Attention: Corporate Trust
If to Lakes:	Lakes KAR-Shingle Springs, LLC
	Lakes Entertainment, Inc.

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	130 Cheshire Lane
	Minnetonka, Minnesota 55305
	Attention: Timothy J. Cope, President
	with a copy to:
	Lakes Entertainment, Inc.
	130 Cheshire Lane
	Minnetonka, Minnesota 55305
	Facsimile: (952) 449-9353
	Attention: Damon Schramm, General Counsel
with a copy to:
	Hamilton Quigley & Twait, PLC
	First National Bank Building, Suite W1450
	332 Minnesota Street
	Saint Paul, Minnesota 55101
	Attention: Kevin Quigley
with a copy to:
	Gray, Plant, Mooty, Mooty & Bennett, P.A.
	500 IDS Center
	80 South Eighth Street
	Minneapolis, Minnesota 55402-3796
	Attention: Daniel R. Tenenbaum
If to the Collateral Agent:	The Bank of New York Trust Company, N.A.
	2 North LaSalle Street
	Suite 1020
	Chicago, IL 60602
	Attention: Corporate Trust

          All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by reputable overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telex, or by telecopy with correct answer back received. Notice so given shall be effective upon receipt by the addressee, except that any communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is validly transmitted if transmitted before 4:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder to any other location by giving of no less

37

than twenty (20) days’ notice to the other parties in the manner set forth hereinabove.

          10.2 Further Assurances. Each party hereto (a) shall deliver to each other party, to the Disbursement Agent and to any Securities Intermediary such instruments, agreements, certificates and documents as any such Person may reasonably request to confirm the validity and priority of the Liens on and security interests in the Collateral granted pursuant to the Security Documents as affected hereby, (b) shall fully cooperate with each other, with the Disbursement Agent and with any Securities Intermediary, and (c) shall perform all additional acts reasonably requested by any such Person to effect the purposes of this Agreement. Without limiting the generality of the foregoing, Lakes shall fully cooperate with the Borrower and any other Person in connection with the incurrence by the Borrower of Indebtedness under any proposed Permitted Additional Junior Secured Debt Agreement, provided that Lakes and any other holders of the Lakes Secured Obligations, in their sole discretion, have given their prior written consent to the incurrence of such Indebtedness.

          10.3 Waiver. Any waiver, permit, consent or approval of any kind or character on the part of any of the parties hereto, the Disbursement Agent or any Securities Intermediary of any Event of Default or other breach or default under this Agreement, any Security Document or any other Facility Agreement, or any waiver on the part of any of the parties hereto, the Disbursement Agent or any Securities Intermediary, of any provision or condition of this Agreement or any other operative document, must be in writing and shall be effective only to the extent in such writing specifically set forth.

          10.4 Entire Agreement. As among the parties hereto, this Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof, all of which negotiations and writings are deemed void and of no force and effect. As among the parties hereto, in the event of any conflict between the terms of this Agreement and the terms of the Disbursement Agreement, the terms of this Agreement shall control.

          10.5 Governing Law. This Agreement shall be governed by the laws of State of New York of the United States of America and shall for all purposes be governed by and construed in accordance with the laws of such state without regard to the conflict of law rules thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.

          10.6 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

          10.7 Headings. Section headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

          10.8 Limitations on Liability. In addition to requirements under Section 6.4,

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no claim shall be made by any party hereto or any of its affiliates against any other party hereto, the Disbursement Agent, any Securities Intermediary or any of their respective affiliates, directors, employees, attorneys or agents for any special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement or any act or omission or event occurring in connection therewith; and each party hereto hereby waives, releases and agrees not to sue upon any such claim for any such special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

          10.9 Consent of Jurisdiction, Waiver of Immunity. Any legal action or proceeding arising out of this Agreement may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York. By execution and delivery of this Agreement, each Project Credit Party, accepts, for its and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts for legal proceedings arising out of or in connection with this Agreement. Nothing herein shall affect the right to serve process in any other manner including judicial or non-judicial foreclosure of real property interests which are part of the Collateral. Each party hereto hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project, this Agreement or any other operative document brought before the foregoing courts on the basis of forum non-conveniens.

          10.10 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, this Agreement shall terminate upon the Discharge of all but one of the Classes of Secured Obligations (and each Secured Party whose Secured Obligations have been Discharged shall cease to be a party hereto with respect to such Secured Obligations upon such Discharge). Upon the Discharge of all but one of the Classes of Secured Obligations, the Collateral Agent or the Project Credit Party whose Secured Obligations are last to be Discharged, as applicable, agrees to deliver any and all Shared Collateral of which it has possession (subject to the terms of the applicable Security Documents), either directly or through an agent, custodian or other representative as requested by the Project Credit Party whose Secured Obligations have not been discharged, and to notify each Securities Intermediary, each counterparty to a consent and such other Persons as such Project Credit Party may reasonably request that such obligations have been terminated and discharged in full.

          10.11 Counterparts. This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties hereto listed below shall constitute a single binding agreement.

          10.12 No Third Party Beneficiaries. Except for the 2015 Noteholders, any other First Lien Secured Parties, any Second Lien Secured Parties, the Disbursement Agent and each Securities Intermediary, the parties hereto do not intend the benefits of this Agreement to inure to the benefit of nor shall it be enforceable by any third party (including, without limitation, the Borrower or any of its affiliates) nor shall this Agreement be construed to make or render any party hereto liable to any third party (including, without limitation, the Borrower or any of its

39

affiliates) for the performance or failure to perform any obligations hereunder.

          10.13 Co-Collateral Agents; Separate Collateral Agents. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Shared Collateral or the First Lien Shared Collateral shall be located, or the Collateral Agent shall be advised by counsel, satisfactory to it and to the 2015 Notes Indenture Trustee, that it is necessary or prudent in the interest of the Collateral Agent or the First Lien Secured Parties to conform to such law, the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more individuals approved by the Collateral Agent and the 2015 Notes Indenture Trustee, either to act as co-collateral agent or co-collateral agents jointly with the Collateral Agent originally named herein or any successor or successors, or to act as a separate or sub-collateral agent or agents of the Collateral Agent and the First Lien Secured Parties in respect of the Shared Collateral and/or First Lien Shared Collateral. Any co-collateral agent or separate or sub-collateral agent appointed to act with respect to the Project shall meet the requirements for a successor Collateral Agent set forth in Section 3.9.

          (b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:

          (i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of monies, papers or securities shall be exercised solely by the Collateral Agent hereunder;

          (ii) all rights, remedies, powers, duties and obligation conferred upon, reserved or imposed upon the Collateral Agent hereunder shall be conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;

          (iii) no power given hereby to, or which it is provided hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents shall be exercised hereunder by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;

40

          (iv) all provisions of this Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;

          (v) no collateral agent constituted under this Section 10.13 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and

          (vi) subject to clause (c) below, the Collateral Agent at any time by an instrument in writing, executed by it, may (x) accept the resignation of any such separate collateral agent or co-collateral agent, (y) remove any such separate collateral agent or co-collateral agent, and in that case, by an instrument in writing executed by the Collateral Agent, and (z) appoint a successor to such separate collateral agent or co-collateral agent.

          (c) Notwithstanding any other provision of this Section 10.13, the Collateral Agent shall not appoint any separate collateral agent or co-collateral agent at the objection of any Project Credit Party.

          10.14 Amendments.

               10.14.1 Upon any refinancing of any Class of Secured Obligations, or the incurring of other Indebtedness of the Borrower (subject to the rights of the existing Project Credit Parties under this Agreement or their respective financing agreements with respect to any such refinancing or other Indebtedness), the applicable lender shall be bound by the terms of this Agreement (and, with respect to any refinancing of the 2015 Notes, the financing agreements relating thereto shall incorporate the provisions of the 2015 Notes Indenture referenced in Sections 2.1 and 2.3 with respect to permitted payments of the Lakes Obligations) and such lender, or an agent or trustee on its behalf, and the parties hereto shall execute and deliver an amendment to this Agreement to make such Person a party hereunder. Any such new party shall also execute any other joinder agreements, amendments or counterparts to any existing credit or security documents to which each of the existing party is a party, as required by such documents or as reasonably requested by the Collateral Agent.

               10.14.2 Except as otherwise set forth in this Section 10.14.2, no amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be in a writing signed by each party hereto and, if such amendment, modification or waiver affects the rights or obligations of the Collateral Agent, a writing signed by the Collateral Agent.

          10.15 Additional Secured Parties. Upon the entering into of any Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement (subject to the rights of the existing Secured Parties under this Agreement or their respective Facility Agreements with respect to any such refinancing, replacement or restructuring of a Class of Secured Obligations or the entering into of such Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement, including

41

without limitation the prior consent of Lakes and other holders of the Lakes Secured Obligations with respect to any Permitted Additional Junior Secured Debt Agreement), a representative of the applicable lender shall execute a joinder to this Agreement in substantially the form attached as Exhibit A hereto (each, a “Joinder Agreement”). Upon the execution and delivery of such a Joinder Agreement by the representative on behalf of such new lenders (and the execution by such representative of any other joinder agreements, amendments or counterparts to any existing credit or security documents to which each of the existing parties is a party, as required by such documents or as reasonably requested by the Collateral Agent), (a) such new lenders shall become, as the case may be, a “First Lien Secured Party” or a “Second Lien Secured Party” hereunder and (b) such representative shall become a “Project Credit Party” hereunder, with the same force and effect as if it were originally a party to this Agreement in such capacity. The execution and delivery of such a Joinder Agreement shall not require the consent of any other party hereunder (other than as expressly provided herein) so long as such addition does not otherwise give rise to an express violation of the terms of this Agreement or any Facility Agreement, and the rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Project Credit Party as a party to this Agreement.

          10.16 Legends. Each Project Credit Party (to the extent that approval is not required by the Chairman of the National Indian Gaming Commission) agrees that each Security Document pursuant to which a security interest is granted shall include the following language:

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the First Lien Secured Party, the Second Lien Secured Party, as applicable pursuant to this Agreement and the exercise of any right or remedy by the First Lien Secured Party, the Second Lien Secured Party, as applicable hereunder are subject to the provisions of the Intercreditor and Subordination Agreement, dated as of June 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor and Subordination Agreement”), among The Bank of New York Trust Company, N.A., as Collateral Agent, The Bank of New York Trust Company, N.A., as the 2015 Notes Indenture Trustee and Lakes KAR-Shingle Springs, LLC and certain other persons which may be or become parties thereto or become bound thereto from time to time. In the event of any conflict between the terms of the Intercreditor and Subordination Agreement and this Agreement, the terms of the Intercreditor and Subordination Agreement shall govern and control (all capitalized terms having the meanings ascribed thereto in the Intercreditor and Subordination Agreement).”

For the avoidance of doubt, none of the Lakes Transaction Documents shall be required to bear such legend, unless such documents are assigned to a third party.

          10.17 Trust Indenture Act. The parties do not intend that the provisions of this Agreement violate the requirements of the Trust Indenture Act of 1939, as amended.

          10.18 Reinstatement. If the payment of any amount applied to any First Lien Secured Obligations is later avoided, or rescinded (including by settlement of any claim for

42

avoidance or rescission) or otherwise set aside, then:

(a)

to the fullest extent lawful, all claims for the payment of such amount as First Lien Secured Obligations and, to the extent securing such claims, all such Liens under the First Lien Security Documents will be reinstated and entitled to the benefits hereof, and

(b)

if a Discharge of First Lien Secured Obligations became effective prior to such reinstatement, all obligations of the Second Lien Secured Parties that were terminated as a result of such Discharge of First Lien Secured Obligations shall be concurrently reinstated to the extent such claims and Liens under the First Lien Security Documents are reinstated, beginning on such date but prospectively only (and not retroactively), as though no First Lien Secured Obligations or Liens under the First Lien Security Documents had been outstanding at any time prior to such date and will remain effective until the claims for such amount are paid in full in cash.

          10.19 Attorneys’ Fees. Unless paid by the Borrower, the prevailing party in any dispute or controversy hereunder shall be entitled to an award of its reasonable attorneys’ fees.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or agents thereunto duly authorized as of the day and year first above written.

2015 Notes Indenture Trustee:
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Kristine E. Brustman
	Name:	Kristine E. Brustman
	Title:	Vice President

Lakes:
LAKES KAR-SHINGLE SPRINGS, LLC,
a Delaware limited liability company
By:	/S/ Timothy J. Cope
	Name: Timothy J. Cope
	Title: President and CFO

2

Collateral Agent:
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ Kristine E. Brustman
	Name:	Kristine E. Brustman
	Title:	Vice President

3

Acknowledged by:

Borrower:

SHINGLE SPRINGS TRIBAL GAMING AUTHORITY,
a wholly-owned unincorporated instrumentality of the Shingle
Springs Band of Miwok Indians, a federally recognized Indian tribe

By:	/S/ Nicholas H. Fonseca
	Name: Nicholas H. Fonseca
	Title: Tribal Chairman
By:	/S/ Richard Lawson
	Name: Richard Lawson
	Title: Authority Chairman

4

EXHIBIT A

Form of Joinder Agreement

          This JOINDER AGREEMENT, dated as of [___], 200[_] (this “Joinder Agreement”), is made by [___], a [___] [identify the agent under the Permitted Additional Senior Debt Agreement or Permitted Additional Junior Debt Agreement] (the “New Agent”), in favor of the 2015 Notes Indenture Trustee, Lakes, any additional party thereto, from time to time, and the Collateral Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Intercreditor and Subordination Agreement, dated as of ___, 2007 (as amended, amended and restated, supplemented and otherwise modified from time to time, the “Intercreditor and Subordination Agreement”), by and among the 2015 Notes Indenture Trustee, Lakes and the Collateral Agent.

RECITALS:

          WHEREAS, pursuant to the [identify the Permitted Additional Senior Debt Agreement or Permitted Additional Junior Debt Agreement] (the “Additional Debt Agreement”) among [___], the New Agent and the lenders party thereto (the “New Lenders”), the New Lenders have agreed to provide the Borrower (the “Borrower”) credit facility in a principal amount of up to $[___] pursuant to the terms of the [Permitted Additional Senior Debt Agreement/Permitted Additional Junior Debt Agreement]; and

          WHEREAS, as a condition to permitting the Borrowers to enter into the Additional Debt Agreement, the New Agent on behalf of the New Lenders is required to enter into this Joinder Agreement.

          NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the New Agent on behalf of the New Lenders hereby agrees as follows:

          1. Intercreditor and Subordination Agreement. The New Agent on its behalf and on behalf of the New Lenders agrees that (a) the New Agent shall be bound by all of the terms and conditions of the Intercreditor Agreement as a “Project Credit Party” thereunder, and (b) the New Lenders shall be bound by all of the terms and conditions of the Intercreditor Agreement as “[First][Second] Lien Secured Parties” thereunder.

          2. Additional Debt Agreement. The New Agent on behalf of the New Lenders hereby agrees that the Additional Debt Agreement constitutes a “[Permitted Additional Senior Debt Agreement/Permitted Additional Junior Debt Agreement]” under the Intercreditor Agreement.

          3. Authority. The New Agent represents that it has been authorized by the New Lenders to enter into this Joinder Agreement with respect to the matters set forth herein on their behalf.

          4. Appointment. The New Agent hereby designates [___] as its

collateral agent to act as specified in the Intercreditor and Subordination Agreement and in the Shared Security Documents.

          5. Governing Law. This Agreement shall be governed by the laws of State of New York of the United States of America and shall for all purposes be governed by and construed in accordance with the laws of such state without regard to the conflict of law rules thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.

[SIGNATURE PAGE FOLLOWS]

          IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

[NEW AGENT]

By:

Name:

Title:

EX-10.5

Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (“ Assignment Agreement”) is made as of the 20th day of April, 2007, by and among the Shingle Springs Band of Miwok Indians (the “ Tribe”), the Shingle Springs Tribal Gaming Authority, an unincorporated instrumentality of the Tribe (the “ Authority”), and Lakes KAR-Shingle Springs, LLC, a Delaware limited liability company (“LKAR”).

W I T N E S S E T H:

WHEREAS, the Tribe and LKAR entered into a First Amended and Restated Memorandum of Agreement Regarding Gaming Development and Management Agreement dated October 13, 2003 (as amended by an Amendment dated June 16, 2004 and a Second Amendment dated January 23, 2007, the “2003 Memorandum Agreement”);

WHEREAS, the Tribe has provided for the orderly management of the Tribe’s gaming operations by establishing the Authority as an unincorporated instrumentality of the Tribe’s tribal government to conduct the Tribe’s gaming operations, to own the assets of such gaming operations and to have segregated assets and liabilities from the rest of the Tribe’s tribal government, assets and liabilities, and the Authority has now been activated (the “Authority Activation”);

WHEREAS, in connection with such Authority Activation and as part of the transfer by the Tribe to the Authority of assets and liabilities as contemplated by such Authority Activation, the Tribe wishes to assign its rights under the 2003 Memorandum Agreement and related documents to the Authority, and the Authority wishes to accept such assignment and to assume the Tribe’s obligations thereunder;

WHEREAS, it is the intent of the parties that the Authority Activation not affect or impair the rights and remedies of LKAR thereunder, other than as provided herein;

WHEREAS, in connection with the Authority Activation and as part of the transfer by the Tribe to the Authority of rights and obligations under this Assignment Agreement, the Tribe has requested that LKAR consent to the assignment and assumption set forth in this Assignment Agreement;

WHEREAS, LKAR wishes to acknowledge the Authority Activation and to consent to the assignment and assumption set for in this Assignment Agreement; and

WHEREAS, contemporaneously herewith, and giving effect to this Assignment Agreement, the Authority and LKAR are amending the 2003 Memorandum Agreement pursuant to a Third Amendment as of even date herewith;

Assignment & Assumption Agreement
October 13, 2003 Amended Memorandum Agreement
04/20/07 execution version

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     Recitals True.  The above recitals are true.

2.     Defined Terms.  For purposes of this Assignment Agreement, the following terms shall have the following meanings:

“Agreements” means, collectively, the 2003 Memorandum Agreement and all other Transaction Documents (as defined in the 2003 Memorandum Agreement), as such may be further amended, restated, substituted or modified, but specifically excluding the Tribal Agreement.

“Tribal Agreement” means the Tribal Agreement to be dated as of April 20, 2007, between the Tribe and LKAR, as the same may be amended, restated, substituted or modified.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, including without limitation as the same may in part be adopted by the Tribe as its secured transactions law.

3.     Assignment of the Tribe’s Rights and Obligations Under the Agreements.  The Tribe grants, bargains, sells, conveys, assigns and transfers to the Authority, without recourse, all of the Tribe’s obligations and liabilities under, and all right, title and interest, legal and equitable, in, to and under, the Agreements (collectively, the “Tribe Obligations”).

4.     Assumption of Obligations.  The Authority hereby accepts the assignment of all Tribe Obligations and hereby assumes and agrees to perform and discharge all of the obligations and liabilities of the Tribe arising under or relating to the Tribe Obligations in accordance with the terms thereof, as if the Authority had originally been a party thereto. The liabilities so assumed by the Authority include any obligations or liabilities of the Tribe which have accrued under the Tribe Obligations as of the date hereof, as well as those subsequently accruing. All references to the Tribe in or with respect to the Tribe Obligations shall be deemed to refer to the Authority.

5.     Liens and Security Interests.  The Tribe and the Authority hereby acknowledge and agree that all security interests, collateral assignments and other liens or encumbrances (“Liens”) granted by the Tribe in favor of LKAR (i) remain in full force and effect on the date hereof; (ii) continue to secure all of the obligations referenced in the Agreements by which such Liens were granted or are governed, whether such remain obligations of the Tribe or have been assumed by the Authority; and (iii) are binding upon the Authority as the transferee, in connection with the Authority Activation or otherwise, of the assets subject thereto. The Authority further acknowledges and agrees that, in accordance with the provisions of this Assignment Agreement, the Authority has become bound by the Agreements by which the Tribe granted such Liens; that such Agreements accordingly are effective with respect to assets hereafter acquired by the Authority as a “new debtor” (as such term is defined in the Uniform Commercial Code); and that thereby the Authority has granted LKAR a Lien on such assets.

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6.     Consent of LKAR.  Provided that the Tribe and LKAR shall have executed and delivered the Tribal Agreement, LKAR consents to the assignments and assumptions made under this Assignment Agreement, recognizes the Authority as a substituted party under and with respect to the Tribe Obligations, and agrees that the Authority shall be a party to such Tribe Obligations to the same extent as if the Authority had originally been a party thereto.

7.     Release of the Tribe.  Provided that the Tribe and LKAR shall have executed and delivered the Tribal Agreement, LKAR releases and forever discharges the Tribe of any and all liabilities or obligations under the Tribe Obligations except as specifically set forth in this Section 7 below, and, except as so provided, agrees to look solely to the Authority for performance of all obligations of the Tribe under the Tribe Obligations. The Tribe hereby acknowledges and agrees that, notwithstanding the assumption by the Authority of the Tribe Obligations, the Tribe shall have certain continuing obligations under the Agreements as provided and incorporated by reference in the Tribal Agreement (such continuing obligations being referred to herein as the “Continuing Tribal Obligations”).

8.     Covenants and Representations of LKAR

a.	This Assignment Agreement constitutes the legal, valid and binding obligation of LKAR and is fully enforceable in accordance with its terms.
b.	Neither the execution or delivery of this Assignment Agreement nor fulfillment of or compliance with the terms and provisions hereof, will conflict with, or result in a breach of the terms, conditions or provisions of, constitute a default under or, except as provided in the Agreements, result in the creation of any lien, charge or encumbrance upon any property or assets of LKAR under any agreement or instrument to which it is now a party or by which it is bound.
c.	The fulfillment of and compliance with the terms and provisions of the LKAR Obligations will not conflict with, result in a breach of the terms, conditions or provisions of, constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of LKAR under any agreement or instrument to which it is now a party or by which it is bound.

9.     Covenants and Representations of the Tribe and the Authority

a.	This Assignment Agreement constitutes the legal, valid and binding obligation of the Tribe and the Authority, and is fully enforceable in accordance with its terms.
b.	All Tribe Obligations constitute the legal, valid and binding obligations of the Authority, and are fully enforceable in accordance with their terms, and all Continuing Tribal Obligations shall also constitute the legal, valid and binding obligations of the Tribe, fully enforceable in accordance with their terms.

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c.	Neither the execution or delivery of this Assignment Agreement nor fulfillment of or compliance with the terms and provisions hereof, will conflict with, or result in a breach of the terms, conditions or provisions of, constitute a default under or (except as contemplated by the Agreements, as assumed by the Authority in accordance with the provisions of this Assignment Agreement) result in the creation of any lien, charge or encumbrance upon any property or assets of the Tribe or the Authority under any agreement or instrument to which it is now a party or may in the future be bound.
d.	The fulfillment of and compliance with the terms and provisions of the Tribe Obligations will not conflict with, result in a breach of the terms, conditions or provisions of, constitute a default under, or (except as contemplated by the Agreements, as assumed by the Authority in accordance with the provisions of this Assignment Agreement) result in the creation of any lien, charge or encumbrance upon any property or assets of the Tribe or the Authority under any agreement or instrument to which either is now a party or by which either is bound.
e.	Pursuant to the Agreements as assumed by the Authority in accordance with the provisions of this Assignment Agreement, LKAR, subject to the filing of any financing statement required by the Uniform Commercial Code to be filed against the Authority to perfect any such security interest, has a perfected security interest (i) in all personal property subject to a security interest under such Agreements that, as a consequence of the Authority Activation, is now owned by the Authority, to the extent a security interest therein may be perfected by the filing of a financing statement under the Uniform Commercial Code, and (ii) in all such personal property hereafter acquired by the Authority, to the extent a security interest therein may be perfected by the filing of a financing statement under the Uniform Commercial Code.

10.     Further Assurances.  From time to time hereafter, LKAR, the Tribe and/or the Authority will execute and deliver, or will cause to be executed and delivered, such additional instruments, certificates or documents, and will take all such actions, as may reasonably be requested by the other party or parties, for the purpose of implementing or effectuating the provisions of this Assignment Agreement. Without limiting the generality of the foregoing, LKAR is hereby authorized to file one or more financing statements, and continuations thereof and amendments thereto, relative to the personal property in which a security interest has been granted pursuant to the Agreements, as assumed by the Authority in accordance with the provisions of this Assignment Agreement.

11.     Governing Law; Severability.  This Assignment Agreement shall be construed in accordance with the applicable laws of the State of California, without regard to its conflict of laws provisions, and applicable Tribe and federal laws. Wherever possible each provision of this Assignment Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Assignment Agreement shall be prohibited by, unenforceable or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition, unenforceability or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Assignment Agreement.

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October 13, 2003 Amended Memorandum Agreement
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12.     Amendments, Assignments, Etc.  Any provision of this Assignment Agreement may be amended if, but only if, such amendment is in writing and is signed by each of the parties hereto. No modification shall be implied from course of conduct.

13.     Gender and Number; Counterparts.  Whenever the context so requires the masculine gender shall include the feminine and/or neuter and the singular number shall include the plural, and conversely in each case. This Assignment Agreement may be executed in separate counterparts and said counterparts shall be deemed to constitute one binding document.

14.     Notices.  LKAR agrees that any notice or demand upon it shall be deemed to be sufficiently given or served if it is in writing and is personally served or in lieu of personal service is mailed by first class certified mail, postage prepaid, or be overnight mail or courier service, addressed to LKAR at the address of LKAR and with copies as set forth in Section 10.3 of the 2003 Memorandum Agreement. Notice to the Tribe and the Authority shall be given as provided in Section 10.3 of the 2003 Memorandum Agreement. Any notice or demand so mailed shall be deemed received on the date of actual receipt, on the third business day following mailing as herein set forth or one day following delivery to a courier service, whichever first occurs.

15.     Arbitration; Limited Waiver of Sovereign Immunity.  Any disputes under this Assignment Agreement shall be subject to the dispute resolution procedures contained in Section 11.3 of the 2003 Memorandum Agreement and the limited waivers of sovereign immunity contained in each of Authority Resolution 2007-o1 and Tribal Resolution 2007-18 concerning approval of this Assignment Agreement

16.     Ratification of Obligations.  LKAR, the Tribe, and the Authority each ratify and confirm their respective obligations under the Agreements.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed as of the day first above written.

SHINGLE SPRINGS BAND OF MIWOK INDIANS
By:	/S/ Richard H. Fonseca
	Its Chairman
By:	/S/ Jessica Godsey
	Its Secretary
SHINGLE SPRINGS TRIBAL GAMING AUTHORITY
By:	/S/ Richard Lawson
	Its Management Board Chairman
By:	/S/ Beth Ann Bodi
	Its Secretary
LAKES KAR-SHINGLE SPRINGS, LLC
By:	/S/ Timothy J. Cope
	Timothy J. Cope
	Its President

Assignment & Assumption Agreement
October 13, 2003 Amended Memorandum Agreement
04/20/07 execution version

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EX-99.1

Exhibit 99.1

NEWS RELEASE
Lakes Entertainment, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
952-449-9092
952-449-9353 (fax)
www.lakesentertainment.com
(Nasdaq: LACO)

FOR FURTHER INFORMATION CONTACT:
Timothy J. Cope 952-449-7030
FOR IMMEDIATE RELEASE:
Friday, June 29, 2007

LAKES ENTERTAINMENT, INC. ANNOUNCES CLOSING OF
FINANCING FOR THE SHINGLE SPRINGS BAND OF
MIWOK INDIANS CASINO AND PAYMENT TO LAKES

MINNEAPOLIS, June 29, 2007 — Lakes Entertainment, Inc. (Nasdaq: LACO) announced today that on June 28, 2007 an affiliate of the Shingle Springs Band of Miwok Indians (“Shingle Springs Tribe”) closed on a $450 million senior note financing to fund the Foothill Oaks Casino project in Shingle Springs, California. Immediately following the closing of this financing, Lakes was repaid approximately $17.2 million by the Shingle Springs Tribe for land Lakes had previously purchased on behalf of the Shingle Springs Tribe, and for certain construction advances and certain accrued interest.

Lakes, through a wholly-owned subsidiary, has management and development agreements with an affiliate of the Shingle Springs Tribe to develop and manage the Foothill Oaks Casino. The Foothill Oaks Casino will be an approximately 278,000 square foot full-service facility and is expected to include a 88,000 square foot gaming floor featuring 2,000 gaming devices, 100 table games and a high stakes gaming room; five high-quality restaurants; two casino bars; a childcare facility and arcade; retail space; enclosed parking and other casino amenities. A hotel and additional gaming space is planned for a second phase of the project. The Foothill Oaks Casino is located approximately 35 miles from Sacramento and will be the only casino facility in the U.S. Highway 50 corridor east of Sacramento, which is the major access route for traffic from the San Francisco Bay area to the South Lake Tahoe area.

“We congratulate the Shingle Springs Tribe as this financing has now closed and construction has started. We look forward to continuing our partnership with the Tribe as we build, open and operate this exciting casino project” said Tim Cope, President and CFO.

About Lakes Entertainment
Lakes Entertainment, Inc. currently has development and management agreements with five separate Tribes for casino operations in Michigan, California, and Oklahoma, for a total of eight separate casino sites. In addition, Lakes has announced plans to develop a company owned casino resort project in Vicksburg, Mississippi. The Company also owns approximately 61% of WPT Enterprises, Inc. (NASDAQ: WPTE), a separate publicly held media and entertainment company principally engaged in the development, production and marketing of gaming themed televised programming including the World Poker Tour^® television series, the development and operation of an online gaming website, the licensing and sale of branded consumer products and the sale of corporate sponsorships.

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Lakes Entertainment, Inc.) contains statements that are forward-looking, such as statements relating to plans for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, need for current financing to meet Lakes’ operational and development needs; those relating to the inability to complete or possible delays in completion of Lakes’ casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects; possible termination or adverse modification of management or development contracts; Lakes operates in a highly competitive industry; possible changes in regulations; reliance on continued positive relationships with Indian tribes and repayment of amounts owed to Lakes by Indian tribes; continued contracts with the Pawnee Nation as a result of the change in its business council membership; possible need for future financing to meet Lakes’ expansion goals; risks of entry into new businesses; reliance on Lakes’ management; and the fact that the WPTE shares held by Lakes are currently not liquid assets, and there is no assurance that Lakes will be able to realize value from these holdings equal to the current or future market value of WPTE common stock. There are also risks and uncertainties relating to WPTE that may have a material effect on the Company’s consolidated results of operations or the market value of the WPTE shares held by the Company, including WPTE’s significant dependence on the Travel Channel as a current source of revenue and GSN as a future source of revenue, and the risk that GSN will not exercise its options to air seasons of the WPT series beyond Season VI; difficulty of predicting the growth of WPTE’s online gaming business, which is a relatively new industry with an increasing number of market entrants; reliance on the efforts of CryptoLogic to develop and maintain the online gaming website in compliance with WPTE’s business model and applicable gaming laws; the potential that WPTE’s television programming will fail to maintain a sufficient audience; the risk that WPTE may not be able to protect its entertainment concepts, current and future brands and other intellectual property rights; the risk that competitors with greater financial resources or marketplace presence might develop television programming that would directly compete with WPTE’s television programming; risks associated with future expansion into new or complementary businesses; the termination or impairment of WPTE’s relationships with key licensing and strategic partners; and WPTE’s dependence on its senior management team. For more information, review the Company’s filings with the Securities and Exchange Commission.