EXHIBIT 99.4
SECOND AMENDMENT
TO
CONDITIONAL RELEASE AND TERMINATION AGREEMENT
This Second Amendment to Conditional Release and Termination Agreement
(the "Second Amendment") is made as of January 2, 2003, by and between Lakes
Entertainment, Inc., a Minnesota corporation, f/k/a Lakes Gaming, Inc.
("Lakes"), and XxxxxxXxxxXxxxxxxxxxxx.xxx, Inc. f/k/a Casino Resource
Corporation, a Minnesota corporation ("BBT").
BACKGROUND
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A. Lakes and BBT executed that certain Memorandum of Understanding, dated
as of December 29, 1998 (the "Memorandum"), pursuant to which they
each evidenced their intention to negotiate in good faith towards the
execution of a joint venture agreement, on the terms and subject to
the conditions set forth in the Memorandum. The joint venture intended
to seek to obtain an Indian Gaming Management and Development
Agreement (the "Management Agreement") with the Pokagon Band of
Potawatomi Indians (the "Tribe"), for planned casinos in Michigan and
Indiana.
B. It was the understanding of the parties that the Tribe might be
amenable to awarding the Management Agreement to Lakes if BBT
terminated its affiliation with Lakes in their proposed joint venture
with respect to the Management Agreement. Based on this understanding,
the parties entered into a Conditional Release and Termination
Agreement dated May 20, 1999 (the "Termination Agreement").
C. To comply with certain requirements of the Tribe, Lakes and BBT
amended the Termination Agreement to fix the payments from Lakes to
BBT in full satisfaction of Lakes' financial obligations to BBT under
the Memorandum and Termination Agreement. As such, the parties entered
into an Amendment to Conditional Release and Termination Agreement
dated July 1, 1999 (the "First Amendment").
D. In order to clarify the intention of the parties to accelerate
payments in the event of a buyout of the Management Agreement, Lakes
and BBT have determined to further amend the Termination Agreement as
set forth herein.
E. Each capitalized term not otherwise defined in this Second Amendment
will have the meaning given to such term in the Termination Agreement.
AGREEMENT
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The parties, intending to legally bound, hereby agree as follows:
1. Lakes acknowledges and agrees that notwithstanding anything in the
Termination Agreement, as amended, conditioning payments to BBT on Lakes or an
affiliate being and continuing to be the manager of the casino, in the event
that the Tribe elects to buyout the Management Agreement from Lakes (as provided
for in the Management Agreement), all remaining payments to BBT under the
Termination Agreement, as amended, will be and become immediately due and
payable; provided, however, (a) such payments to BBT shall only be due and
payable to the extent of payments actually received by Lakes from the Tribe, and
(b) such payments shall be subject to the greater of the discount applied by the
Tribe to its payments to Lakes, or the discount provided in Section 5.6 of the
First Amendment.
2. The Termination Agreement, as amended by the First Amendment and this Second
Amendment, is ratified, approved and confirmed.
3. This Second Amendment and the Termination Agreement, as amended, contains the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof and supersedes any inconsistent provisions in the
Termination Agreement, the First Amendment or the Memorandum.
4. This Second Amendment will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
5. Both parties represent and warrant that they are duly authorized by their
respective board of directors to execute this Second Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date and year first above written.
LAKES ENTERTAINMENT, INC.
By: /s/ Xxxx Xxxxxx, CEO
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Xxxx Xxxxxx, CEO
XXXXXXXXXXXXXXXXXXXXXX.xxx, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, CEO
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