exv10w5



 





Exhibit 10.5




FORM OF CERTIFICATE




     Pursuant to and subject to that certain Master Participation Agreement made between you and
GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited liability company (the “Seller”)
dated as of the second day of March, 2007 (the “Agreement”), the Seller hereby offers you,
in the capacity of Participant a Participation without recourse (except as provided in the
Agreement) in the following Loan on a funded basis, subject to the terms and conditions set forth
below. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to
such terms in the Agreement.



TO BE COMPLETED BY THE SELLER




Development Loan



Maturity Date: The fifth anniversary after the fifteenth day of the calendar month immediately
following the Commencement Date of the Four Winds Casino Resort.



Original Loan Amount: $46,000,000.00



Accrued Interest: $17,967,329.62



Participation Amount: $63,967,329.62



Pro Rata Share Offered: $1,074,328.73



Repayment: Equal monthly payments of principal and interest in an amount sufficient to amortize
such principal and accrued interest over a sixty month period (such payments will commence on the
fifteenth day of the calendar month immediately following the Commencement Date of the Four Winds
Casino Resort).



Interest Rate: 9.0% per annum (interest will continue to accrue pursuant to original terms).



Purchase Price (as a percentage of Participation Amount): 98.0%




Non-Gaming Land Acquisition Line of Credit



Maturity Date: The fifth anniversary after the fifteenth day of the calendar month immediately
following the Commencement Date of the Four Winds Casino Resort.



Original Loan Amount: $13,176,335.46



Accrued Interest: $10,485,962.41



Participation Amount: $23,662,297.87



Pro Rata Share Offered: $397,407.34



Repayment: Equal monthly payments of principal and interest in an amount sufficient to amortize
such principal and accrued interest over a sixty month period (such payments will commence on the
fifteenth day of the calendar month immediately following the Commencement Date of the Four Winds
Casino Resort).



Interest Rate: 9.0% per annum (interest will continue to accrue pursuant to original terms).



Purchase Price (as a percentage of Participation Amount): 98.0%




 









 








Transition Loan



Maturity Date: The fifth anniversary after the fifteenth day of the calendar month immediately
following the Commencement Date of the Four Winds Casino Resort.



Original Loan Amount: $12,000,000.00



Accrued Interest: $4,568,300.09



Participation Amount: $16,568,300.09



Pro Rata Share Offered: $278,263.93



Repayment: Equal monthly payments of principal and interest in an amount sufficient to amortize
such principal and accrued interest over a sixty month period (such payments will commence on the
fifteenth day of the calendar month immediately following the Commencement Date of the Four Winds
Casino Resort).



Interest Rate: 9.0% per annum (interest will continue to accrue pursuant to original terms).



Purchase Price (as a percentage of Participation Amount): 98.0%




Aggregate Participation Amount: $1,750,000.00




     Attached hereto is a true copy of the Notes evidencing the Loans referenced herein. When this
Certificate is duly signed and any and all amendments are initialed by both the Seller and
Participant, it becomes an irrevocable (subject to Section 21 of the Agreement) offer and
acceptance of participation. Any change of the above terms shall be evidenced by another
Certificate duly signed by the authorized personnel of both Parties, which Certificate shall
supersede all prior Certificates with respect to the relevant Loan.



     This offer is open for acceptance by the Participant until March 2, 2007. If acceptance of
this offer is not received by the Seller on or before this date, this offer of participation
becomes null and void and the Seller shall not be bound by the terms set forth herein.


Effective as of the second day of March 2007




[Signature page to follow]





 









 








	 	 	 	 	 
	GREAT LAKES GAMING OF MICHIGAN, LLC, 
as Seller

 	 	 
	By:  	/S/ Timothy Cope
 	 	 
	 	Name:  	Timothy Cope 	 	 
	 	Title:  	President/CFO 	 	 



[SIGNATURE PAGE TO CERTIFICATE FOR PARTICIPATION AGREEMENT]




 









 






	 	 	 	 	 
	RIVERSOURCE INCOME OPPORTUNITIES

FUND, a series of RIVERSOURCE BOND

SERIES, INC., as Participant

 	 	 
	By:  	/S/ Michelle M. Keeley
 	 	 
	 	Name:  	Michelle M. Keeley 	 	 
	 	Title:  	Vice President