<PAGE>
Exhibit 10.169
CONDITIONAL RELEASE AND TERMINATION AGREEMENT
THIS CONDITIONAL RELEASE AND TERMINATION AGREEMENT (the
Termination
Agreement") is made this 20 day of May, 1999, by and between Lakes
Gaming. Inc.,
a Minnesota corporation ("Lakes") and Casino Resource Corporation,
a Minnesota
corporation ("CRC").
WITNESSETH
WHEREAS, Lakes and CRC 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, for purposes of seeking 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;
WHEREAS, as of the date hereof, the parties have not executed a
joint
venture agreement, nor has the Tribe awarded Lakes by CRC the
Management
Agreement;
WHEREAS, it is the understanding of the parties hereto, that the
Tribe
may or may not be amenable to awarding the Management Agreement
solely to Lakes
so long as Lakes terminates its affiliation with CRC with respect
to such
Management Agreement: and
WHEREAS, in the event the Tribe determines to award the
Management
Agreement to Lakes, and such selection, is conditioned on the
CRC's
noninvolvement in the management or development of the casinos, the
parties,
wish to terminate the Memorandum and release each from, any and all
liability
and claims they might otherwise have against each other related to
or otherwise
arising out of Ac transactions contemplated by the Memorandum, in
each case on
the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and promises set forth herein, the parties intending to
be legally
bound hereby agree as follows:
1. Subject to the conditions set forth in Section 3 below,
Lakes
hereby acquits, and forever discharges CRC, and each of its
officers, directors,
employees mid affiliates, and its and their respective successors
and assigns of
and from all actions, causes of actions, claims, suits, debts,
dues, account,
bonds, covenants, contracts, agreements, judgments, damages and
costs whatsoever
in law or in equity arising out of the Memorandum and the
transactions
contemplated thereby, which Lakes can, shall or may have from the
beginning of
the world to the date of these presents.
2. Subject to the conditions set forth in Section 3 below, CRC
hereby
releases, acquits, and forever discharges Lakes, and each of its
officers,
directors, employees and affiliates.
Confidential
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SCHEDULE I
<TABLE>
<CAPTION>
AMOUNT PAYABLE
WHEN PAYABLE
--------------
------------
<S>
<C>
Michigan Casino
$ 4,000,000
Year 1 -
Payable $1,000,000 quarterly in arrears
$ 4,000,000
Year 2 -
Payable $1,000,000 quarterly in arrears
$ 4,000,000
Year 3 -
Payable $1,000,000 quarterly in arrears
$ 4,000,000
Year 4 -
Payable $1,000,000 quarterly in arrears
$ 4,000,000
Year 5 -
Payable $1,000,000 quarterly in arrears
Indiana Casino
$ 2,000,000
Year 1 -
Payable $500,000 quarterly in arrears
$ 2,000,000
Year 2 -
Payable $500,000 quarterly in arrears
$ 2,000.000
Year 3 -
Payable $500,000 quarterly in arrears
$ 2,000,000
Year 4 -
Payable $500,000 quarterly in arrears
S 2,000,000
Year 5 -
Payable $500,000 quarterly in arrears
-----------
$30,000,000
Total
</TABLE>
None of the above payments shall exceed on an annual basis twenty
percent (20%)
of Lakes Gaming Management Fee. If these payments during Year 1
exceed 20% of
Lakes annual Management Fee, a credit will be given on the
following years
payments.
Both parties agree that at the end of the five year period, an
average annual
Management Fee will be calculated, with any appropriate adjustments
made so as
to assure that both Lakes Gaming and CRC that the amounts payable
on Schedule I
are no less than the amounts listed payable, but no greater than
20% of the
Lakes Management Fee received by Lakes over the five year period.
However, the
overriding formula shall be that the fee paid to CRC shall be no
more than 20%
of the five year Management Fee received by Lakes.
<PAGE>
AMENDMENT TO CONDITIONAL RELEASE
AND TERMINATION AGREEMENT
THIS AMENDMENT TO CONDITIONAL RELEASE AND TERMINATION AGREEMENT
(the
"Amendment") is made this 1st day of July, 1999, by and between
Lakes Gaming,
Inc., a Minnesota corporation ("Lakes") and Casino Resource
Corporation, a
Minnesota corporation ("CRC").
BACKGROUND
Lakes and CRC 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.
It was the understanding of the parties that the Tribe might be
amenable to awarding the Management Agreement to Lakes if CRC
terminated its
affiliation with Lakes and the proposed Joint Venture with, respect
to the
Management Agreement.
Based on the foregoing understanding, the parties entered into
a
Conditional Release and Termination Agreement dated May 20, 1999
(the
"Termination Agreement").
Subsequent to the entering into of the Termination Agreement,
the
Tribe determined to negotiate exclusively with Lakes with a view to
entering a
Management Agreement.
As part of the negotiations with the Tribe. The Tribe required
that
the Termination Agreement between Lakes and CRC be modified so that
CRC would
not be receiving any payments based on the revenues received by
Lakes under the
Management Agreement.
In order to comply with the requirements of the Tribe, Lakes and
CRC
determined to amend the Termination Agreement and fix the payments
from Lakes to
CRC in full satisfaction of Lakes' financial obligations to CRC
under the
Memorandum and Termination Agreement.
NOW THEREFORE, in consideration of the mutual covenants and
agreements
hereinafter set forth, and intending to be legally bound hereby,
the parties
hereto agree as follows:
<PAGE>
1. Paragraph 5 of the Termination Agreement be and the same is
hereby
restated in its entirety as follows:
5. In consideration of CRC's prompt termination, withdrawal and
disassociation from its relationship with each of Lakes, the
proposed Joint
Venture and the Tribe under the Memorandum or the Management
Agreement. Lakes
agrees to pay in full satisfaction of any and all obligations it
owes to CRC the
aggregate maximum sum of $16,100,000 (assuming the Casino is opened
in the New
Buffalo area) payable as follows:
5.1 $2 million shall be payable upon the later to occur of
the signing of a Management Agreement and ratification of' same by
the new
Tribal Council pertaining to the proposed Michigan casino (as
ratification is
defined in the development agreement between the Tribe and Lakes,
attached
hereto as Exhibit B). Except for a change in the location not
contemplated
herein; any changes in the Management Agreement that the Tribe or
Lakes Gaiming,
Inc. might make in the Management Agreement will have no bearing on
the payment
to Casino Resource Corporation. The payment to Casino Resource
Corporation will
be triggered by the release of or payment of any funds, in excess
of an
aggregate of $250,000, by Lakes Gaming under their Management
Agreement to the
Tribe. Lakes Gaming, Inc. agrees to notify and pay CRC within 24
hours of the
payment of funds, as described above. Lakes shall be given credit
for a
$2,604,923 million payment against the maximum $16.1 million
aggregate amount in
recognition of present valuing the advance cash payment being
made.
5.2 $10,995,077 or the adjusted lesser amount per this
Agreement shall be payable as set forth on Schedule A, attached
hereto. Such
payments shall commence on the last day of the calendar quarter in
which the
Tribe's Michigan casino opens, and continue only so long as Lakes
Gaming, Inc.
or an affiliate is and continues to be the manager and the casino
is open.
5.3 Notwithstanding the foregoing, in the event the Tribe's
Michigan casino is not substantially ready to open on or before
June 30, 2004,
and the Tribe has not granted an extension to open the casino
within six months
to Lakes, CRC shall repay to Lakes the $2 million paid to CRC
pursuant to
Paragraph 5.1 above, together with simple interest at the rate of
10% per annum
from and after July 1, 2004. Such payment of principal and interest
shall be
made on July 30, 2004. If however, the Tribe's Michigan casino
opens after the
provisions of this subsection 5.3 become effective, and Lakes or an
affiliate of
Lakes is the manager, on such date, Lakes shall pay back to CRC any
principal
paid by CRC to Lakes pursuant to this Section 5.3 and CRC shall be
released of
any further payments to Lakes under this Section 5.3 except for any
unpaid
interest due.
5.4 Notwithstanding anything herein to the contrary, in the
event the Tribe's Michi
