exv10w2






Exhibit 10.2




FIRST AMENDMENT TO

INTERCREDITOR AND SUBORDINATION AGREEMENT




          This FIRST AMENDMENT TO INTERCREDITOR AND
SUBORDINATION AGREEMENT dated as of September 29, 2008 (“First Amendment”), is entered into
among The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), Lakes
KAR-Shingle Springs, LLC (the “Manager”) and The Bank of New York Mellon Trust Company,
N.A., as collateral agent (the “Collateral Agent”). Capitalized terms used but not defined
herein shall have the meaning assigned to such terms in the Intercreditor and Subordination
Agreement (as defined below).



WITNESSETH:




          WHEREAS, the Shingle Springs Tribal Gaming Authority (the “Authority”), an
unincorporated governmental authority of the Shingle Springs Band of Miwok Indians (the
“Tribe”), the Tribe and the Trustee have entered into that certain Indenture, dated as of
June 28, 2007 (the “Indenture”), pursuant to
which the Authority issued its
93/8% senior
notes due 2015 (the “Notes”); and



          WHEREAS, the Authority and the Collateral Agent have entered into that certain Security
Agreement, dated as of June 28, 2007 (the “Security Agreement”), to secure certain
obligations of the Authority, including the Authority’s obligations under the Indenture and the
Notes; and



          WHEREAS, the Tribe executed and delivered in favor of the Manager that certain Security
Agreement dated October 13, 2003 (the “Lakes Security Agreement”), to secure certain
obligations of the Tribe; and



          WHEREAS, the obligations secured by the Lakes Security Agreement and the obligations under the
Lakes Security Agreement have been assumed by the Authority, pursuant to that certain Assignment
and Assumption Agreement, dated as of April 20, 2007, and the Authority and the Manager have
further confirmed
certain matters with respect to the Lakes Security Agreement pursuant to that certain Security
Agreement Acknowledgment dated as of June 28, 2007 (the “Lakes Security Agreement
Acknowledgment”); and



          WHEREAS, the Trustee, the Collateral Agent and the Manager entered into that certain
Intercreditor and Subordination Agreement, dated as of June 28, 2007 (the “Intercreditor and
Subordination Agreement”); and



          WHEREAS, the Authority, the Tribe, and the Trustee have entered into a First Supplemental
Indenture, dated as of the date hereof (the “First Supplemental Indenture”), to supplement
and amend the Indenture and to direct the Collateral Agent to enter into amendments to the Security
Agreement and the Intercreditor and Subordination Agreement as provided therein pursuant to Section
9.01 of the Indenture; and



 









 





          WHEREAS, the Trustee has directed the Collateral Agent to enter into this First Amendment to
amend the Intercreditor and Subordination Agreement as provided in the First Supplemental
Indenture; and



          WHEREAS, the Manager desires to enter into this First Amendment to amend the Intercreditor and
Subordination Agreement and confirm certain other matters as provided herein;



          NOW THEREFORE, the parties, intending to be legally bound, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby amend the
Intercreditor and Subordination Agreement and agree as set forth below:



          1. Amendments to the Intercreditor and
Subordination Agreement.



          (a) The term “2015 Notes Indenture” in Recital F of the Intercreditor and Subordination
Agreement shall be deemed to refer to the Indenture, as amended by the First Supplemental
Indenture.



          (b) The definition of “FF&E Financing” in Section 1 of the Intercreditor and Subordination
Agreement is amended in its entirety as follows:




     “FF&E Financing” shall have the meaning provided in the 2015 Notes Indenture.”



          (c) The definition of “FF&E Collateral” in Section 1 of the Intercreditor and Subordination
Agreement is amended in its entirety as follows:




     “FF&E Collateral” means assets that are acquired, leased, improved or constructed
(including, without limitation, assets the cost of which is financed in the manner
described in the defined term “FF&E Financing”) with the proceeds of, and that secure,
FF&E Financing incurred under Section 4.08(b)(3) of the 2015 Notes Indenture (other
than pursuant to an issuance of Additional Notes (as defined in the 2015 Notes
Indenture)) in accordance with the terms of the 2015 Notes Indenture, including any
deposit or securities account in which only such proceeds may be initially deposited.”



          (d) The defined term “Security Agreement,” as referred to in the definition of “First
Lien Security Documents” in Section 1 of the Intercreditor and Subordination Agreement, shall
be deemed to refer to the Security Agreement, as amended as contemplated by the First Supplemental
Indenture.



          2. Confirmation of Manager.



          The Manager hereby confirms that, in paragraph 4 of the Lakes Security Agreement
Acknowledgment, the references therein to “FF&E Collateral” shall be deemed to refer to the FF&E
Collateral (as defined in the Intercreditor and Subordination Agreement, as amended hereby), and
the reference in clause (i) to “the FF&E Financing (and any



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renewal,
refunding, replacement or refinancing thereof)” shall be deemed to refer to such FF&E
Financing (as defined in the Intercreditor and Subordination Agreement, as amended hereby) as is
secured by such FF&E Collateral.



          3. Other Provisions in Effect. The provisions of the Intercreditor and Subordination
Agreement shall be amended as herein provided, with all provisions of the Intercreditor and
Subordination Agreement not amended by this First Amendment remaining in full force and effect.
This First Amendment and the Intercreditor and Subordination Agreement, as amended by this First
Amendment, shall be subject to all other provisions as are contained in or applicable to, through
incorporation by reference or otherwise, the Intercreditor and Subordination Agreement, including,
but not limited to, those provisions relating to notices, amendments, assignability, jurisdiction,
indemnification, and requirements to arbitrate.



          4. Representations of the Parties. Each party hereby represents to the other parties
that as of the date hereof (a) no default or event of default, however defined, exists under the
Intercreditor and Subordination Agreement; (b) the execution, delivery and performance of this
First Amendment has been duly authorized by its Board of Directors, (c) such party has full power
to execute, deliver and perform this First Amendment, (d) this First Amendment has been duly
executed and delivered by such party, and is a valid and binding agreement of such party,
enforceable in accordance with its terms, except as enforcement may be limited by rights of
creditors generally and principles of equity, (e) this First Amendment does not violate or conflict
with any law, regulation, ruling, order or decree currently in effect or any contract, agreement,
or instrument to which such party or its property is bound or subject and (f) no consent, approval,
authorization or other order of, or registration or filing with, any court or other governmental or
regulatory authority or agency (including, without limitation, any Gaming Authority (as defined in
the Indenture)) is required for such party’s execution, delivery and performance of this First
Amendment, or consummation of the transactions contemplated hereby, except such as have been
obtained or made by such party and are in full force and effect.



          5. Miscellaneous.



     (a) This First Amendment is delivered in and shall in all respects be construed according to
the laws of the State of New York.



     (b) This First Amendment shall be binding on the Manager, the Trustee and the Collateral
Agent, as applicable, and any successor of the Manager, the Trustee or the Collateral Agent.



     (c) This First Amendment, when construed in conjunction with the Intercreditor and
Subordination Agreement, embodies the entire agreement and understanding among the parties hereto
and supersedes all prior agreements and understandings, written or oral, relating to the subject
matter of this First Amendment.



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     (d) In case any provision in this First Amendment shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.



     (e) This First Amendment may be executed in any number of counterparts with the same effect as
if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary
to produce one such counterpart.



[Signature Page Follows]





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          IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the date first written above.




	 	 	 	 	 
	 	LAKES KAR-SHINGLE SPRINGS, LLC, as the
Manager

 	 
	 	By  	/s/ Lyle Berman
 	 
	 	 	Name:  	Lyle Berman 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee

 	 
	 	By  	/s/
Kristine E. Brutsman
 	 
	 	 	Name:  	Kristine E. Brutsman 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Collateral Agent

 	 
	 	By  	/s/
Kristine E. Brutsman
 	 
	 	 	Name:  	Kristine E. Brutsman 	 
	 	 	Title:  	Vice President 	 



	 	 	 	 	 
	Acknowledged by: 



SHINGLE SPRINGS TRIBAL GAMING AUTHORITY 

 	 	 
	By  	/s/ Scott Holmes 	 	 
	 	Name:  	Scott Holmes  	 	 
	 	Title:  	Chairman 	 	 
	 	 	 
	By  	/s/ Nicholas H. Fonseca 	 	 
	 	Name:  	Nicholas H. Fonseca 	 	 
	 	Title:  	Tribal Chairman