Item 1.01. Entry into a Material Definitive Agreement.
On September 24, 2009, Lakes Kansas Casino Management, LLC ("Lakes"), an
indirect wholly owned subsidiary of Lakes Entertainment, Inc. entered into a
Limited Liability Company Agreement ("LLC Agreement") of Kansas Gaming Partners,
LLC ("Kansas Partners"), with Kansas Gaming Holdings, LLC and CVG Kansas Gaming,
LLC, which set forth the terms and conditions of the parties' ownership and
governance rights in Kansas Partners. Kansas Partners wholly owns Chisholm Creek
Casino Resort, LLC ("Chisholm Creek"), the owner of the proposed Chisholm Creek
Casino Resort located in Sumner County, Kansas ("Casino"). The LLC Agreement
initially requires that Lakes contributes $25 million in Kansas Partners in
exchange for 16.67% ownership thereof. The capital investment requirement may be
reduced subject to certain conditions as described in the LLC Agreement. As a
16.67% owner of Kansas Partners, Lakes shall have limited voting rights as
described in the LLC Agreement.
Also on September 24, 2009, Lakes entered into a Development Services and
Management Agreement ("Management Agreement") with Chisholm Creek, wherein Lakes
agreed to perform certain development and management services for the
development and management of the Casino. The term of the Management Agreement
is for 15 years, subject to earlier termination as described in the Management
Agreement. In exchange for its services, Lakes shall receive approximately 6.8%
of the Casino's earnings before interest, taxes, depreciation, amortization and
management fee.
A copy of these agreements is attached as Exhibit 10.1 and 10.2 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibit
10.1 Limited Liability Company Agreement of Kansas Gaming Partners, LLC by and
between Lakes Kansas Casino Management, LLC, Kansas Gaming Holdings, LLC
and CVG Kansas Gaming, LLC, effective September 24, 2009.
10.2 Development Services and Management Agreement by and between Lakes Kansas
Casino Management, LLC and Chisholm Creek Casino Resort, LLC, effective
September 24, 2009.