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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): May 18, 2010
Lakes Entertainment, Inc.
(Exact name of registrant as specified in its charter)
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| Minnesota
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0-24993
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41-1913991 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 130 Cheshire Lane, Suite 101, Minnetonka, Minnesota
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55305 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrants telephone number, including area code: (952) 449-9092
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2010, Lakes Iowa Consulting, LLC and Lakes Iowa Management, LLC (Lakes), indirect
wholly owned subsidiaries of Lakes Entertainment, Inc. entered into a Business Termination
Agreement (Agreement) with the Iowa Tribe of Oklahoma (Iowa Tribe) whereby, in consideration of
the parties terminating all contracts and agreements between them (including the Management
Agreement under which Lakes was managing the Cimarron Casino, the Consulting Agreement for the
Ioway Casino Resort, and the Amended and Restated Ioway Note under which approximately $5.0 million
was advanced) effective May 1, 2010, the Iowa Tribe agreed to pay to Lakes a total of $4.5 million
in the following manner: $1 million to be paid within two days of execution of the Termination
Agreement and the sum of $3.5 million to be paid in 15 equal monthly installments commencing on
June 15, 2010 and on the 15th day of each of the next 14 months. The Iowa Tribe is
permitted to make prepayments on the outstanding amount at a 6% discount during the first twelve
months after the execution of the agreement. Also, under the agreement, because the relationship
is being terminated, no further licensing of Lakes and its employees will be required.
A copy of the agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
A copy of the press release issued by Lakes on May 13, 2010 pertaining to the Agreement is
being furnished to the Securities and Exchange Commission and is attached as Exhibit 99.1 to this
Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement
The following agreements were terminated effective as of May 1, 2010 as a result of entering
into the Business Termination Agreement described in Item 1.01 above:
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Gaming Development Consulting Agreement (Cimarron Casino) by
and among the Iowa Tribe of Oklahoma, a federally-chartered
corporation, the Iowa Tribe of Oklahoma, a
federally-recognized Indian tribe, and Lakes Iowa
Consulting, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Iowa Corp Note (Cimarron Casino) by the Iowa Tribe of
Oklahoma, a federally-chartered corporation, and Lakes Iowa
Consulting, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Dominion Account Agreement (Cimarron Casino) by and between
the Iowa Tribe of Oklahoma, a federally-chartered
corporation, and Lakes Iowa Consulting, LLC, a Minnesota
limited liability company, dated January 27, 2005. |
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Security Agreement (Cimarron Casino) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa Consulting, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Tribal Agreement (Cimarron Casino) by and between the Iowa
Tribe of Oklahoma, a federally-recognized Indian tribe, and
Lakes Iowa Consulting, LLC, a Minnesota limited liability
company, dated January 27, 2005. |
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Management Agreement for a Gaming Facility and Related
Ancillary Facilities (Cimarron Casino) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Operating Note (Cimarron Casino) by the Iowa Tribe of
Oklahoma, a federally-chartered corporation, in favor of
Lakes Iowa Management, LLC, a Minnesota limited liability
company, dated January 27, 2005. |
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Dominion Account Agreement (Cimarron Casino) by and between
the Iowa Tribe of Oklahoma, a federally-chartered
corporation, and Lakes Iowa Management, LLC, a Minnesota
limited liability company, dated January 27, 2005. |
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Security Agreement (Cimarron Casino) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa |
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Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Indemnity Agreement (Cimarron Casino) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Tribal Agreement (Cimarron Casino) by and between the Iowa
Tribe of Oklahoma, a federally-recognized Indian tribe, and
Lakes Iowa Management, LLC, a Minnesota limited liability
company, dated January 27, 2005. |
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Gaming Development Consulting Agreement (New Project) by and
among the Iowa Tribe of Oklahoma, a federally-chartered
corporation, the Iowa Tribe of Oklahoma, a
federally-recognized Indian tribe, and Lakes Iowa
Consulting, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Iowa Corp Note (New Project) by the Iowa Tribe of Oklahoma,
a federally-chartered corporation, in favor of Lakes Iowa
Consulting, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Dominion Account Agreement (New Project) by and between the
Iowa Tribe of Oklahoma, a federally-chartered corporation,
and Lakes Iowa Consulting, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Security Agreement (New Project) by and among the Iowa Tribe
of Oklahoma, a federally-chartered corporation, the Iowa
Tribe of Oklahoma, a federally-recognized Indian tribe, and
Lakes Iowa Consulting, LLC, a Minnesota limited liability
company, dated January 27, 2005. |
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Tribal Agreement (New Project) by and between the Iowa Tribe
of Oklahoma, a federally-recognized Indian tribe, and Lakes
Iowa Consulting, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Management Agreement for a Gaming Facility and Related
Ancillary Facilities (New Project) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Operating Note (New Project) by the Iowa Tribe of Oklahoma,
a federally-chartered corporation, in favor of Lakes Iowa
Management, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Dominion Account Agreement (New Project) by and between the
Iowa Tribe of Oklahoma, a federally-chartered corporation,
and Lakes Iowa Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Security Agreement (New Project) by and among the Iowa Tribe
of Oklahoma, a federally-chartered corporation, the Iowa
Tribe of Oklahoma, a federally-recognized Indian tribe, and
Lakes Iowa Management, LLC, a Minnesota limited liability
company, dated January 27, 2005. |
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Indemnity Agreement (New Project) by and among the Iowa
Tribe of Oklahoma, a federally-chartered corporation, the
Iowa Tribe of Oklahoma, a federally-recognized Indian tribe,
and Lakes Iowa Management, LLC, a Minnesota limited
liability company, dated January 27, 2005. |
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Tribal Agreement (New Project) by and between the Iowa Tribe
of Oklahoma, a federally-recognized Indian tribe, and Lakes
Iowa Management, LLC, a Minnesota limited liability company,
dated January 27, 2005. |
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Consulting Agreement (Iowa Project) by and between Kevin M. Kean and Lakes Iowa
Consulting, LLC, a Minnesota limited liability company, and Lakes Iowa Management, LLC, a
Minnesota limited liability company, dated June 2, 2005. |
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
3
(b) Not Applicable
(c) Not Applicable
(d) Exhibit
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Business Termination Agreement by and between the Iowa Tribe of Oklahoma, Lakes Iowa
Consulting, LLC and Lakes Iowa Management, LLC, effective May 12, 2010. |
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99.1 |
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Lakes Entertainment, Inc. Press Release dated May 13, 2010. |
SIGNATURES
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.
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LAKES ENTERTAINMENT, INC.
(Registrant)
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| Date: May 18, 2010 |
/s/ Timothy J. Cope
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Name: |
Timothy J. Cope |
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President and Chief Financial Officer |
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4
exv10w1
Exhibit
10.1
Execution Copy 05-12-10
BUSINESS TERMINATION AGREEMENT
between
the Iowa Tribe of Oklahoma and its Affiliates
and
Lakes Iowa Management, LLC and its Affiliates
THIS BUSINESS TERMINATION AGREEMENT (Agreement) is made this 12th day of May, 2010, by and among
the Iowa Tribe of Oklahoma (Iowa Tribe), its governmental components and instrumentalities,
including Cimarron Casino Enterprise and Ioway Casino Enterprise (collectively, Iowa) and Lakes
Iowa Consulting, LLC and Lakes Iowa Management, LLC (collectively, Lakes), on behalf of
themselves and Affiliates of each as listed on Schedule A hereto (collectively, the Parties and
each, a Party).
I. Purpose of Agreement
Each of the Parties enter into this Agreement for the purpose of severing the business relationship
between and among the Parties, terminating, rescinding and revoking all prior understandings,
contracts and agreements between and among the Parties and their officers, employees, contractors
and affiliates, except as provided for herein, and settling and resolving for all time and all
purposes all known or unknown, direct or indirect, claims, causes of action, business disputes and
other disagreements of, between or among the Parties arising from any dealings or relationships of,
between or among the Parties existing as relating to or resulting from the contracts, resolutions
and decisions set forth on Schedule B (the Claims).
II. Terms of Business Termination
In consideration of the mutual promises set forth herein, and to accomplish the purposes stated
above, the Parties agree as follows:
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Fees due and payable from Iowa to Lakes through April 30, 2010 in connection with Iowas
Cimarron Casino shall be paid by Iowa to Lakes in the normal course of business. |
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Iowa agrees to pay Lakes a total of four million five hundred thousand dollars
($4,500,000) (the Termination Amount) in accordance with the following schedule: |
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One million dollars ($1,000,000.00) to be paid within two business days of the date of
execution of this Agreement; and |
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The sum of three million five hundred thousand dollars ($3,500,000), to be paid on June 15,
2010 and on the 15th day of each month thereafter in 14 monthly
installments of two hundred and thirty three thousand dollars and thirty-three cents
($233,333.33) and a final payment in the amount of two hundred and thirty three thousand
dollars and thirty-eight cents ($233,333.38) (collectively, Installment Payments). |
Page 1 of 10
Execution Copy 05-12-10
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The Parties acknowledge the existence of a depository account into which all revenues of the
Cimarron Casino are deposited and which is governed by a dominion account agreement executed by and
among certain of the Parties. The Parties agree to cooperate in the modification, and to seek
consent of any third parties required to approve any modification, of the dominion account
agreement to provide that the Installment Payments be paid directly from such depository account to
Lakes. The Parties agree to cooperate to provide Lakes with the same level of security and
collateral as it currently has under the dominion account agreement in the event that (a) any
required consent is not obtained or (b) the Parties otherwise mutually determine an alternative
arrangement is necessary to provide Lakes with such level of security and collateral. Should Iowa
fail for any reason to pay timely the amounts due under this Agreement, then in that event, Lakes
may notice the Business Committee of the Iowa Tribe in writing addressed to the published address
of the headquarter offices of the Iowa Tribe of such failure and default. If such failure and
default remains uncured for a period of thirty (30) days, Lakes may rely on collection remedies
available under Article 10 of the Management Agreement for the Cimarron Gaming Facility between
Cimarron Casino Enterprise, the Iowa Tribe of Oklahoma and Lakes Iowa Management, LLC, as approved
by the Chairman of the National Indian Gaming Commission on April 28, 2006 (Management
Agreement), for collection of such noticed amount due. In addition, such failure or default under
this Agreement shall be resolved pursuant to the dispute resolution procedures and other provisions
set forth in Article 10 of the Management Agreement. Article 10 of the Management Agreement shall
remain in full force and effect until the final Installment Payment is received by Lakes pursuant
to this Agreement. |
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Iowa may prepay the Installment Payments at any time and from time to time. Any such prepayment
will be applied to the Installment Payments in inverse order of maturity. So long as all
Installment Payments that are or have become due have been paid, any such prepayment made during
the first twelve months after the date of this Agreement will be entitled to a six percent (6%)
discount on the Installment Payment amount so prepaid. No discount will be applied to any
prepayment of Installment Payments made from and after the first anniversary date of this
Agreement. |
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In exchange for these payments and the undertakings set forth in this Agreement, the Parties
agree to mutually release one another from all prior obligations, responsibilities, and duties
unless otherwise specified herein effective May 1, 2010. |
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The Business Committee of the Iowa Tribe agrees it will join Lakes motion for entry of an order
by the Iowa Gaming Commission (a) granting dismissal with prejudice of all matters relating to the
licensing of Lakes and any of its Affiliates and associated individuals, and (b) ordering placement
of the applications and licenses of Lakes, and any of its Affiliates and associated individuals on
permanent inactive status because such applications and licenses shall be rendered moot as a result
of this Agreement. |
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The effectiveness of this Agreement is contingent upon the entry of an order by the Iowa Gaming
Commission (a) granting dismissal with prejudice of all matters relating to the licensing of Lakes
and any of its Affiliates and associated individuals, and (b) ordering placement of the
applications and licenses of Lakes, and any of its Affiliates and |
Page 2 of 10
Execution Copy 05-12-10
associated individuals on permanent inactive status because such applications and licenses shall be
rendered moot as a result of this Agreement. In the event that the Iowa Gaming Commission does not
issue the order referenced above by the close of business on May 13, 2010, this Agreement shall be
null and void.
III. No Admission of Liability
The payments and undertakings made or to be made by the Parties pursuant to this Agreement are
being made to resolve disputed claims. Each Party specifically denies any wrongdoing toward another
Party, and specifically denies that they have any liability to another Party.
IV. Mutual Release
Each Party hereby releases and discharges each and every other Party, and agrees to cause their
affiliates and their affiliates members, officers, directors, stockholders, heirs, agents,
assigns, affiliates, predecessors and successors, to release and discharge each and every other
Party, from all known or unknown, direct or indirect, claims, liabilities, demands, causes of
action, and damages, of whatever kind or nature, which a Party had, has, or claims to have or had,
either individually or jointly, against another Party in connection with the Claims. This release
extends and applies to all other unknown, unforeseen, unanticipated, and unsuspected injuries,
damages, losses, and liabilities, and the consequences thereof, as well as those now disclosed and
known to exist, relating to the Claims. For purposes of this Section IV, the term Party includes
the Party, its members, officers, directors, heirs, agents, affiliates, assigns, predecessors and
successors, as well as a Partys affiliates members, officers, directors, heirs, agents,
affiliates, assigns, predecessors and successors.
V. Binding Effect of Agreement
The Parties agree that this Agreement is binding on and shall inure to the benefit of the Parties
hereto and their respective legal representatives, successors, heirs and assigns.
Each Party warrants that he, she or it has the authority to enter into this Agreement and the
representatives executing this Agreement have authority to bind the entity on whose behalf they
sign. Each Party also warrants that, upon execution, this Agreement will be binding upon and
enforceable against such Party. Each Party further acknowledges that it has been represented by
counsel in the negotiation and execution of this Agreement and its executing representatives have
read and fully understand this Agreements terms.
VI. Confidentiality
The Parties and their attorneys acknowledge that confidentiality is of the essence and, except as
set forth below, they agree to keep confidential and secret the terms of this Agreement and to make
no statement or take any other action, direct or indirect whatsoever, which might result in the
disclosure or any publicity to any third party concerning the terms of this Agreement. The Parties
shall only be entitled to disclose the terms of this Agreement in the event they are required to do
so by order of a court of competent jurisdiction, to the extent disclosure is required by rule or
regulation of a governmental authority (including securities laws
Page 3 of 10
Execution Copy 05-12-10
requirements), to the extent agreed to by a majority in number of all Parties hereto, or to their
accountants and attorneys to the extent necessary to receive professional advice.
VII. Other
The Parties hereto shall bear all attorneys fees and costs arising from the actions of their own
attorneys in connection with the negotiation and preparation of this
Agreement, and the matters and
documents referred to herein.
This Agreement, with the attachments, contains the entire agreement of the Parties and may not be
amended in any way except in a writing signed by all of the Parties.
The Parties do further declare that no promises have been made which are not expressed herein. The
terms of the Agreement are contractual and not merely recital. The Parties hereto further expressly
state that it is their intention to completely and forever resolve the differences between them
relating to the claims asserted or which could be asserted.
It is further agreed and the Parties hereby covenant unto each other Party that they have not, as
of the date of this Agreement, transferred, assigned, or sold any claim or cause of action which
they may have or have had against any other Party to this Agreement.
Page 4 of 10
Execution Copy 05-12-10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the above written date.
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Cimarron Casino Enterprise,
a governmental component and
instrumentality of the Iowa Tribe |
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Lakes Iowa Management, LLC |
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By:
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/s/ Janice Rowe-Kurak |
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By: |
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/s/ Timothy J. Cope |
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Janice Rowe-Kurak
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Timothy J. Cope |
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Its: Chairwoman
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Its: President and Chief Financial Officer |
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Lakes Iowa Consulting, LLC |
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/s/ Renee Prince |
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Renee Prince
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Its: Secretary Pro Tem
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/s/ Timothy J. Cope |
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Timothy J. Cope |
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Its: President and Chief Financial Officer |
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Iowa Tribe of Oklahoma,
a federally-recognized Indian tribe |
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By: |
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/s/ Janice Rowe-Kurak |
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Janice Rowe-Kurak |
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Its: Chairwoman |
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By: |
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/s/ Renee Prince |
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Renee Prince |
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Its: Secretary Pro Tem |
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Cimarron Casino Enterprise,
a governmental component and
instrumentality of the Iowa Tribe |
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By: |
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/s/ Janice Rowe-Kurak |
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Janice Rowe-Kurak |
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Its: Chairwoman |
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By: |
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/s/ Renee Prince |
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Renee Prince |
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Its: Secretary Pro Tem |
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Page 5 of 10
Execution Copy 05-12-10
Schedule A
The Parties
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Any party to this Agreement or any other agreement, contract and instrument described on
Schedule B. |
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Any Affiliate of any party to this Agreement or any other agreement, contract and instrument
described on Schedule B. |
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Any officers, directors, employees, contractors, agents and Affiliates of any Party, or its
Affiliates, to this Agreement or any other agreement, contract and instrument described on Schedule
B. |
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Any Lakes Iowa associated individuals. |
Affiliates herein shall mean with respect to any specified Person, any other Person that directly
or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with the specified Person. For the purposes of this definition, control (including the
terms controlling, controlled by, or under common control with) means the possession, direct or
indirect, or the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, partnership or member interests, by contract or
otherwise.
Person herein shall mean any entity, whether an individual, trustee, corporation, general
partnership, limited partnership, limited liability company, limited liability partnership, joint
stock company, trust, estate, unincorporated organization, business association, Indian tribe,
commission, instrumentality, firm, joint venture, Governmental Authority, or otherwise.
Lakes Iowa associated individuals herein shall mean Lakes Iowa Management, LLC (Lakes Iowa) and
its associated individuals who have been issued a Notice of Suitability Hearing dated April 29,
2010 by the Iowa Gaming Commission, including the following: Lakes Iowas parent company, Lakes
Entertainment, Inc. and Affiliates, Lyle Berman, Tim Cope, Will Jones, Beth Spindler, Rick Walters,
Diane Stone, Lisa Hjortaas, Brad Colbert, Fred Doyle, Eric Strand, Leon Brown, Blake Lyon, Jeff
Easton, Scott Just, Mike Montross, Nigel Nightingale, Roger Roden, Larry Barenbaum, Rick White,
Scott Schwinghammer, Ray Moberg, Neil Sell, and any other individual employed by or acting on
behalf of Lakes Iowa in connection with its management services for the Iowa Cimarron Casino.
Page 6 of 10
Execution Copy 05-12-10
Schedule B
The Contracts
1. Cimarron Casino Project
a. Management Contract dated March 23, 2006
9 Exhibit A Legal Description of Gaming Site
9 Exhibit B Cimarron Casino Resolution of Approval and Grant of
Limited Waiver of Immunity from Suit
9 Exhibit C Iowa Tribe Resolution of Approval and Grant of Limited
Waiver of Immunity from Suit
b. Transaction Documents dated March 23, 2006 related to Management Contract
9 Scope of Project Description Sheet for Iowa Cimarron Casino Project
Facilities
9 Operating Note
9 Dominion Account Agreement
9 Security Agreement with 9 UCC-1 Financing Statement forms
(and 9 Exhibit A and 9 Schedule I thereto)
9 Indemnity Agreement
c. Cimarron Casino related documents including:
o Gaming Operations Consulting Agreement dated January 27, 2005 between Iowa Corp, the Iowa Tribe
and Lakes Iowa Consulting, LLC
o Iowa Corp Resolution IC-05-01 regarding Limited Waiver of
Sovereign Immunity (Consulting Agreement)
o Iowa Tribe Resolution I-05-08 regarding Limited Waiver of Sovereign Immunity (Consulting
Agreement)
o Assignment and Assumption Agreement (Consulting) dated December 1, 2005, and o Iowa Corp
Resolution IC-05-07 regarding approval of the assignment and assumption
o Iowa Tribe Resolution I-05-98 regarding approval of the assignment and assumption
o Cimarron Casino Resolution I-CCE-05-04 regarding approval of the assignment and assumption
o March 23, 2006 Amendment to Gaming Operations Consulting Agreement
o Iowa Tribe Resolution I-06-30 regarding approval of and waiving sovereign immunity in connection
with the March 23, 2006 Amendment
Page 7 of 10
Execution Copy 05-12-10
o Cimarron Casino Resolution I-CCE-06-05 regarding approval of and
waiving sovereign immunity in connection with the March 23, 2006
Amendment
o Cimarron Casino Note dated March 23, 2006
o Tribal Agreement (Lakes Iowa Consulting Cimarron Casino) dated
January 27, 2005 between the Iowa Tribe and Lakes Iowa Consulting, LLC
9 Assignment and Assumption Agreement (Management) dated December
1,2005
9 Iowa Corp Resolution IC-05-08 regarding approval of the assignment
and assumption
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Iowa Tribe Resolution I-05-99 regarding approval of the assignment and
assumption
9 Cimarron Casino Resolution I-CCE-05-05 regarding approval of the
assignment and assumption
9 Tribal Agreement (Lakes Management Cimarron Casino) dated March
23, 2006 between the Iowa Tribe and Lakes Iowa Management, LLC
9
Iowa Tribe Resolution I-06-29 approving and waiving sovereign
immunity in connection with the Tribal Agreement (Lakes Management Cimarron Casino) dated March
23, 2006
2. Proposed Ioway Casino Project
a. Management Contract dated May 23, 2007
9 Exhibit A Legal Description of Gaming Site
9 Exhibit B Ioway Resolution of Approval and Grant of Limited Waiver
of Immunity from Suit
9 Exhibit C Iowa Tribe Resolution of Approval and Grant of Limited
Waiver of Immunity from Suit
b. Transaction Documents dated May 23, 2007 related to Management contract
9 Scope of Project Description Sheet
9 Operating Note
9 Dominion Account Agreement
9 Security Agreement with 9 UCC-1 Financing Statement form
(and 9 Exhibit A and 9 Exhibit B thereto)
9 Indemnity Agreement
c. Ioway Casino related documents including:
9 Gaming Development Consulting Agreement dated January 27, 2005
between Iowa Corp, the Iowa Tribe and Lakes Iowa Consulting, LLC
9 Iowa Corp Resolution IC-05-03 regarding Limited Waiver of Sovereign
Page 8
of 10
Execution Copy 05-12-10
Immunity (Consulting Agreement)
9
Iowa Tribe Resolution I-05-10 regarding Limited Waiver of Sovereign
Immunity (Consulting Agreement)
9 Assignment and Assumption Agreement (Consulting) dated May 23,
2007
9 Iowa Corp Resolution FC-07-03 regarding approval of the assignment
and assumption
9
Iowa Tribe Resolution I-07-39 regarding approval of the assignment and
assumption
9 Ioway Resolution ICE-07-07 regarding approval of the assignment and
assumption
9 May 23, 2007 Amendment to Gaming Operations Consulting Agreement
9
Iowa Tribe Resolution I-07-38 regarding approval of and waiving
sovereign immunity in connection with the May 23, 2007 Amendment
9 Ioway Resolution ICE-07-06 regarding approval of and waiving
sovereign immunity in connection with the May 23, 2007 Amendment
9 Amended and Restated Ioway Note dated May 23, 2007 with 9 Schedule
A (Schedule of Advances)
9 Ioway Consulting Fees Note dated May 23, 2007
9 Tribal Agreement (Lakes Iowa Consulting Cimarron Casino) dated
January 27, 2005 between the Iowa Tribe and Lakes Iowa Consulting,
LLC
9
Iowa Tribe Resolution I-05-10 approving and waiving sovereign
immunity in connection with the Tribal Agreement (Lakes Iowa
Consulting) dated January 27, 2005
9 Dominion Account Agreement (Consulting) dated January 27, 2005
9 Security Agreement (Consulting) dated January 27, 2005 with 9 UCC-1
Financing Statement form (and 9 Exhibit A and 9 Exhibit B thereto)
9 Construction Contract [none executed as of July 12, 2007]
9 Design Agreement [none executed as of July 12, 2007]
9 Assignment and Assumption Agreement (Management) dated May 23,
2007
9 Iowa Corp Resolution FC-07-04 regarding approval of the assignment
and assumption
9
Iowa Tribe Resolution I-07-41 regarding approval of the assignment and
assumption
9 Ioway Resolution ICE-07-08 regarding approval of the assignment and
assumption
9 Tribal Agreement (Lakes Management Cimarron Casino) dated May
23, 2007 between the Iowa Tribe and Lakes Iowa Management, LL
9
Iowa Tribe Resolution I-07-40 approving and waiving sovereign
immunity in connection with the Tribal Agreement (Lakes Management Cimarron Casino) dated May
23, 2007
Page 9
of 10
Execution Copy 05-12-10
3. Any and all amendments to or replacements for the contracts or documents listed in Items
1-2 above.
4. Any and all decisions made by the Development Committee established under the
Gaming Development Consulting Agreement relating to the proposed Ioway Casino project.
Page
10 of 10
exv99w1
Exhibit 99.1
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NEWS RELEASE |
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Lakes Entertainment, Inc. |
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130 Cheshire Lane, Suite 101 |
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Minnetonka, MN 55305 |
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952-449-9092 |
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952-449-9353 (fax) |
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www.lakesentertainment.com |
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(NASDAQ: LACO) |
INVESTOR RELATIONS CONTACT:
Timothy Cope (952) 449-7030
FOR IMMEDIATE RELEASE:
May 13, 2010
LAKES ENTERTAINMENT, INC. ANNOUNCES TERMINATION AGREEMENT WITH IOWA TRIBE OF OKLAHOMA
MINNEAPOLIS, May 13, 2010 Lakes Entertainment, Inc. (NASDAQ: LACO) announced today that it
entered into a termination agreement (Termination Agreement) with the Iowa Tribe of Oklahoma, its
governmental components and instrumentalities (Tribe) terminating all agreements with the Tribe,
including a note under which approximately $5.0 million was advanced to the Tribe, effective May 1,
2010. Lakes previously announced that the Tribe had decided not to pursue the proposed Ioway
Casino with a subsidiary of Lakes Entertainment.
The Termination Agreement provides for the Iowa Tribe to pay to Lakes a total of $4.5 million in
the following manner: $1 million to be paid within two days of execution of the Termination
Agreement, and the sum of $3.5 million to be paid in 15 equal monthly installments commencing on
June 15, 2010 and on the 15th day of each of the next 14 months. The Iowa Tribe is
permitted to make prepayments on the outstanding amount at a 6% discount during the first twelve
months after the execution of the Termination Agreement.
Lakes was operating under a Gaming Development Consulting Agreement (Consulting Agreement) with
the Tribe to provide development consulting services related to the proposed Ioway Casino
development. Lakes was not receiving any compensation for its consulting services under the
Consulting Agreement.
Lakes was also managing the Cimarron Casino for the Tribe under a management agreement approved by
the National Indian Gaming Commission (Management Agreement). The Cimarron casino consists of
approximately 375 slot machines and a snack bar. Lakes was receiving an annual management fee for
its services in an amount equal to 30% of the net total revenues (as defined in the Management
Contract) of the Cimarron Casino in excess of $4 million.
About Lakes Entertainment
Lakes Entertainment, Inc. currently has development and management or financing agreements with
three separate Tribes for casino operations in Michigan and California, for a total of three
separate casino sites. Lakes is currently managing the Four Winds Casino Resort for the Pokagon
Band of Potawatomi Indians and the Red Hawk Casino for the Shingle Springs Band of Miwok Indians.
Lakes is also involved in other business activities, including the licensing of table games to
Tribal and non-Tribal casinos.
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 potential future financing to meet Lakes
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; possible need for future financing to meet
Lakes expansion goals; risks of entry into new businesses; and reliance on Lakes management. For
more information, review the companys filings with the Securities and Exchange Commission.
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