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Exhibit 10.83
EXECUTION VERSION
FIRST AMENDMENT TO UNLIMITED GUARANTY
This Agreement
is made as of the 22nd day of December, 2004, by and among
Lakes Entertainment, Inc., f/k/a Lakes
Gaming, Inc., a Minnesota corporation
("Lakes") and Lakes Gaming and Resorts, LC,
a Minnesota limited liability
company ("LG & R"; collectively with
Lakes, and each of Lakes and LG&R
individually, the "Guarantor"), and the
Pokagon Band of Potawatomi Indians (the
"Band").
WITNESSETH:
WHEREAS, the
Band and Lakes entered into a Development Agreement dated as
of July 8, 1999 (the "1999 Development
Agreement") and a Management Agreement
dated as of July 8, 1999 (the "1999
Management Agreement"; collectively, with
the 1999 Development Agreement, the "1999
Agreements"), pursuant to which the
Band engaged Lakes to, among other things,
assist the Band in the design,
development, construction and management of
a gambling casino and certain
related amenities (as defined in the 1999
Development Agreement, the
"Facility"); and
WHEREAS,
pursuant to the 1999 Development Agreement Lakes agreed to make
certain payments and advances to the Band,
including without limitation the
Transition Loan, the Lakes Development Loan
and the Non-Gaming Land Acquisition
Line of Credit (collectively the "Lakes
Loans"), and the Scholarship Program
Fee, and has agreed to perform development
services with regard to the Facility,
all on the terms set out in that Agreement;
and
WHEREAS,
pursuant to the 1999 Management Agreement Lakes agreed to
manage
the Facility on the terms set out in that
Agreement; and
WHEREAS, Lakes
assigned its rights and obligations under the 1999
Agreements to Great Lakes Gaming of
Michigan, LLC ("Great Lakes"), pursuant to
an Assignment and Assumption Agreement
dated as of October 16, 2000, subject to
the terms and conditions set out in that
Agreement; and
WHEREAS, the
1999 Agreements were amended and restated by First Amended and
Restated Development Agreement dated as of
October 16, 2000 and by First Amended
and Restated Management Agreement dated as
of October 16, 2000 (the "First
Amended and Restated Agreements"); and
WHEREAS,
Guarantor unconditionally guaranteed the obligations of Great
Lakes to the Band under the First Amended
and Restated Agreements pursuant to an
Unlimited Guaranty dated as of October 16,
2000 (the "Guaranty"); and
WHEREAS, Great
Lakes, Lakes and the Band have entered into a Second Amended
and Restated Development Agreement dated as
of December 22, 2004 and a Second
Amended and
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Restated Management Agreement dated as of
December 22, 2004 (the "Second Amended
and Restated Agreements"); and
WHEREAS, the
parties wish to amend the Guaranty to reflect the execution of
the Second Amended and Restated Agreements,
and to provide that pursuant to the
Guaranty each Guarantor shall
unconditionally guarantee the obligations of Great
Lakes to the Band under the Second Amended
and Restated Agreements and all
related documents and instruments;
NOW, THEREFORE,
for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties
agree as follows:
1. Recitals True. The above
recitals are true.
2. Defined Terms. Capitalized
terms used but not otherwise defined herein and
defined in the
Second Amended and Restated Agreements shall have the same
meaning herein
as therein.
3. Amendment to Guaranty. The
Guaranty is amended as follows:
a. All references to the term
"Development Agreement" shall mean the
development
