EXHIBIT 10.2
AMENDMENT
TO
MEMBER CONTROL AGREEMENT
OF
PACIFIC COAST GAMING -- SANTA XXXX, LLC
This AMENDMENT is entered into by and between Lakes Cloverdale, LLC, a
Minnesota limited liability company, and MRD Gaming, LLC, a California limited
liability company (collectively, the "Members"), as of February 28, 2003.
RECITALS
A. The Members entered into a Member Control Agreement (the
"Agreement") with respect to Pacific Coast Gaming -- Santa
Xxxx, LLC, a Minnesota limited liability company (the
"Company") on October 12, 2000.
B. The Members are the sole members of the Company and have
adopted this Amendment by a written action dated February 28,
2003.
C. The Company has guaranteed certain debts of Pacific Coast
Gaming -- Corning, LLC, a Minnesota limited liability company
("Corning"), Corning has defaulted in the repayment of such
debts, and the Lakes Corning, LLC, a Minnesota limited
liability company, has made a demand upon the Company for the
repayment of such debts.
D. The Members now desire to amend the Agreement to clarify its
terms with respect to the repayment of such debts by the
Company.
AGREEMENT
For good and valuable consideration, the receipt of which is
hereby acknowledged, the Members agree as follows:
1. CAPITALIZED TERMS. Any capitalized terms used and
not defined herein shall have the meaning set forth
in the Agreement.
2. INTERNAL NET CASH FLOWS. Section 3.37 of the
Agreement shall be replaced in its entirety with the
following:
"'Internal Net Cash Flows'" with respect to the
Company shall mean the net sum of the following, as
reasonably determined in good faith by the Board: (a)
External Net Cash Flows, less (b) Overhead Fees paid
as described in Section 8.1, less (c) Project Manager
Costs paid as described in Section 11 of the
Participation
Agreement, less (d) payments of amortized amounts due
Lakes Cloverdale on the Cloverdale Project
Development Loan and the Cloverdale Project Companies
Loan, and amortized amounts due Lakes Corning, LLC
under the Company's Continuing Corporate Guaranty
dated October 12, 2000, as amended on February 28,
2003, and less (e) repayments made by the Company on
any advances it received from the Corning Joint
Venture in the form of payments to Lakes Cloverdale
of amortized amounts due from the Company to Lakes
Cloverdale under the Cloverdale Project Companies
Loan or the Cloverdale Project Development Loan.
'Internal Net Cash Flows' shall not be reduced by
depreciation, amortization, cost recovery deductions,
or similar non-cash expense allowances."
3. NO WAIVER. Neither Lakes Cloverdale, LLC nor MRD
Gaming, LLC waive any past, continuing or future
default of the other under the Agreement.
4. RATIFICATION. Except as expressly amended in this
Amendment, the Agreement is hereby affirmed and
ratified in all respects.
5. COUNTERPART SIGNATURES. This Amendment may be
executed in any number of counterparts, each of which
shall be deemed an original, but all of which, taken
together, shall constitute one document. Faxed
signatures shall be deemed originals.
IN WITNESS WHEREOF, the Members have set their hands hereto as
of the date set forth above.
LAKES CLOVERDALE, LLC
By: /s/ Xxxxxxx X. Xxxx
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Its:
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MRD GAMING, LLC
By: /s/ Xxxxxxx X. Xxxx
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Its: Manager
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