THAT IT HAS FULL
ORGANIZATIONAL POWER TO EXECUTE AND AGREE TO THE AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER; (II) THE MEMBER IS ACQUIRING ITS INTEREST IN THE COMPANY
FOR THE MEMBER'S OWN ACCOUNT AS AN INVESTMENT AND WITHOUT AN INTENT TO
DISTRIBUTE THE INTEREST; AND (III) THE MEMBER ACKNOWLEDGES THAT THE INTERESTS
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE RESOLD OR TRANSFERRED BY THE MEMBER WITHOUT
APPROPRIATE REGISTRATION OR THE AVAILABILITY OR AN EXEMPTION FROM SUCH
REQUIREMENTS.
5.
CONFLICTS OF INTEREST:
5.1
INDEPENDENT VENTURES; NONSOLICITATION.
EACH
OF THE MEMBERS AND MTR COVENANTS AND AGREES THAT WHILE IT MAY CURRENTLY ENGAGE
OR HOLD INTERESTS IN OTHER BUSINESS VENTURES OF VARIED KINDS AND DESCRIPTIONS
FOR ITS OWN ACCOUNT, INCLUDING OTHER INVESTMENTS WHICH INCLUDE BUT ARE NOT
LIMITED TO GAMING AND REAL ESTATE VENTURES, THAT IT SHALL NOT COMPETE DIRECTLY,
OR INDIRECTLY THROUGH ANY AFFILIATE, WITH THE COMPANY'S BUSINESS (AS THE SAME
MAY EVOLVE FROM TIME TO TIME) IN THE STATE OF MINNESOTA FOR SO LONG AS SUCH
PERSON IS A MEMBER AND FOR A TWO (2) YEAR PERIOD THEREAFTER.
FURTHER, EACH
MEMBER AGREES TO PRESENT ANY OPPORTUNITIES WITHIN THE SCOPE OF THE BUSINESS IN
MINNESOTA TO THE BOARD OF DIRECTORS PROMPTLY AFTER SUCH MEMBER OR ITS AFFILIATES
BECOMES AWARE OF SUCH OPPORTUNITY, HOWEVER, NEITHER THE COMPANY NOR ANY OF THE
MEMBERS SHALL HAVE ANY RIGHTS BY VIRTUE OF THIS AGREEMENT IN ANY: (I) EXISTING
BUSINESS VENTURES; OR (II) FUTURE BUSINESS VENTURES OUTSIDE OF MINNESOTA, OR TO
THE INCOME OR PROFITS DERIVED THEREFROM.
NO MEMBER OR ITS AFFILIATES SHALL
SOLICIT ANY EMPLOYEE OF THE COMPANY TO BECOME EMPLOYED BY SUCH MEMBER OR ITS
AFFILIATES FOR SO LONG AS SUCH MEMBER IS A MEMBER OF THE COMPANY AND FOR A ONE
(1) YEAR PERIOD THEREAFTER.
5.2
LENDING MONEY.
A MEMBER MAY LEND MONEY TO
AND TRANSACT OTHER BUSINESS WITH THE COMPANY UPON SUCH TERMS AND CONDITIONS AS
CONSENTED TO BY ALL OF THE MANAGING MEMBERS OR THE BOARD, WHICH LOANS SHALL BEAR
INTEREST AT THE PRIME RATE PLUS 200 BASIS POINTS (PRIME RATE + 2%) UNLESS THE
MANAGING MEMBERS OR BOARD SHALL OTHERWISE AGREE.
THE RIGHTS AND OBLIGATIONS OF
A MEMBER WHO LENDS MONEY TO OR TRANSACTS BUSINESS WITH THE COMPANY ARE THE SAME
AS THOSE OF A PERSON OR ORGANIZATION WHO IS NOT A MEMBER, SUBJECT TO OTHER
APPLICABLE LAW.
NO TRANSACTION WITH THE COMPANY SHALL BE VOIDABLE SOLELY
BECAUSE A MEMBER HAS A DIRECT OR INDIRECT INTEREST IN THE TRANSACTION IF ALL OF
THE MANAGING MEMBERS OR THE
BOARD, KNOWING THE MATERIAL FACTS OF THE TRANSACTION AND THE MEMBER'S INTEREST,
UNANIMOUSLY AUTHORIZE, APPROVE, OR RATIFY THE TRANSACTION.
5.3
AFFILIATED MEMBER CONTRACTS.
A MEMBER MAY
CONTRACT WITH THE COMPANY TO PROVIDE CERTAIN SERVICES TO THE COMPANY EITHER
DIRECTLY OR THROUGH AN AFFILIATE OR SUBSIDIARY OF SUCH ENTITY (A "CONTRACTING
MEMBER") ON SUCH TERMS AND CONDITIONS AS ARE CONSENTED TO BY ALL OF THE MANAGING
MEMBERS OR THE BOARD.
THE