exv10w1



 







Exhibit 10.1




	 	 	 	 	 
	TRADITIONAL

COUNCIL


CHAIRMAN

Juan Garza, Jr., Kisisika


SECRETARY

Jesus Anico, Chakodata


TREASURER

Rogelio Elizondo, Apichicuea


MEMBERS

José Pepe Treviño, Jr., Kimillata

David J. Gonzalez, Kikekideah


	 	KICKAPOO

TRADITIONAL

TRIBE OF TEXAS


H C 1, Box 9700, Eagle Pass, Texas 78852

(830) 773-2105 (830) 757-8010

Fax (830) 757-9228


	 	






March 11, 2006



Timothy Cope, President

LAKES ENTERTAINMENT, INC.

130 Cheshire Lane #101

Minnetonka, MN 55305

VIA FACSIMILE (952) 449-9353

AND OVERNIGHT DELIVERY OF HARD COPY




     Re: KTTT — LAKES continued disengagement negotiations



Dear Mr. Cope:




     We are in receipt of your letter dated March 9, 2006. We have reviewed your letter and believe
that we should settle as follows:




	 	1.	 	We agree to prepare a check in the amount of $2,551,320.88 payable to Lakes Entertainment,
Inc.
	 
	 	2.	 	Another check in the amount of $648,776.61 shall be made to Borders Land Company LLC
and deposit it in escrow with the title company until title is transferred to Kickapoo
Traditional Tribe of Texas.






     Exhibit “A” is attached and contain the final terms of our agreements and are incorporated by
reference in this document for all purposes. This offer is open for three (3) days following
receipt of originals. Acceptance should reflect your original signature in four (4) identical
documents. Lakes’ will send four (4) original signature documents via overnight mail to:



KTTT letter of settlement to Lakes

Dated March 11, 2006

Page 1 of 2




 









 




Juan Garza, Jr., Chairman

c/o Gloria Hernandez

794 Lucky Eagle Drive

Eagle Pass, Texas



On the day of receipt, KTTT Enterprises will sign all documents; return two original signature
documents to Lakes Entertainment along with a check in the amount of $2,551,320.88. KTTT
Enterprises will deposit a check in the amount of $648,776.61 in escrow with Stewart
Title in Eagle and Lakes Entertainment will cause to have title in all properties bought by Lakes
in Maverick County under any name including, but not limited to, Borders Land Properties.



This agreement reflects the terms contained in Exhibit “A” and the Addendum attached and
incorporated as if fully set out in this Agreement.




APPROVED AND AGREED:




	 	 	 	 	 	 	 	 	 
	 

	 	KTTT Enterprises	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Rogelio Elizondo
	 	 	 	By: 
	/s/ David Gonzalez
	 

	 
	 	 	 	 	 
	Its: 

	Treasurer
	 	 	 	Its: 
	Member
	Date:

	3/11/06
	 	 	 	Date:
	3/11/06
	 
	 	 	 	 	 	 	 	 
	By:

	/s/ José P.
Treviño	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	Its:

	Member	 	 	 	 	 	 
	Date:

	3-11-06	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	LAKES ENTERTAINMENT, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Timothy Cope	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	Its: 

	President / CFO	 	 	 	 	 	 
	Date:

	March 17, 2006	 	 	 	 	 	 






KTTT letter of settlement to Lakes

Dated March 11, 2006

Page 2 of 2





 










 







EXHIBIT “A”





	1.	 	The amount of Two Million Five Hundred Fifty-One Thousand Three Hundred Twenty and
88/100 dollars ($2,551,320.88) shall cover the following:





	 	 	 	 	 	 	 
	Vendors Invoices for

materials/services rendered in

connection with KLEC

	 	As you requested in your
letter dated March 9, 2006
item numbered as 1
	 	$	2,473,407.76	 
	Faithful & Gould

	 	As you requested in your
letter dated March 9, 2006
item numbered as 2(d)
	 	$	41,582.50	 
	Fulbright and Jaworski

	 	As you requested in your
letter dated March 9, 2006
item numbered as 2(e)
	 	$	8,942.39	 
	Gray Plant Mooty

	 	As you requested in your
letter dated March 9, 2006
item numbered as 2(f)
	 	$	13,585.00	 
	Hamilton Quigley

	 	As you requested in your
letter dated March 9, 2006
item numbered as 2(g)
	 	$	13,639.27	 
	Domain rights

	 	As you requested in your
letter dated March 9, 2006
item numbered as 7
	 	$	163.96	 
	 

	 	 	 	 	 
	TOTAL

	 	 	 	$	2,551,320.88	 
	 

	 	 	 	 	 






	2.	 	Those items named in your letter as number 2:






	 	a.	 	Forsythe — KTTT will return the Forsythe product to Lakes at Lakes’
expense for removing and transporting, in exchange for a full release of
KTTT for any amounts claimed to be owed to Forsythe. Lakes represents
to KTTT that no additional payment from KTTT is owed to Forsythe.
	 
	 	b.	 	Graybar: KTTT offers to pay full amount of $29,286.92 directly to
Graybar and offer to release Lakes from any liability to Graybar as a result
of this amount owed.
	 
	 	c.	 	Cumming: KTTT offers to pay all amounts owed directly to Cumming
and offer to release Lakes from any liability as a result of these amounts
owed. KTTT is already working directly with this vendor.
	 
	 	d.	 	Faithful & Gould (see chart above).
	 
	 	e.	 	Fulbright & Jaworski (see chart above).





KTTT Letter Agreement of March 11, 2006 to Lakes Entertainment, Inc. 
Exhibit “A”
attachment to Letter Agreement




Page 1 of 2




 









 









	 	f.	 	Gray Plant Mooty (see chart above).
	 
	 	g.	 	Hamilton Quigley (see chart above).
	 
	 	h.	 	Tetra Tech: KTTT offers to pay all amounts owed directly to Tetra
Tech and offer to release Lakes from any liability to Tetra Tech as a result of
amounts owed. KTTT is already working directly with this vendor.






	3.	 	Check to be deposited with Stewart Title in escrow until title is
transferred to Kickapoo Traditional Tribe of Texas is as follows:





												
	  	Transfer of all lands in
Maverick
County purchased by
Lakes as
anticipated by KLEC.

	 	 	 	As you requested in your
letter dated March 9,
2006
item numbered as 3
	 	 	 	$	648,776.61	 







	4.	 	Lakes agrees to send notice to all vendors who have worked for KTTT (except as
noted on paragraph 2 above) (“Vendors”) to contact KTTT and deal directly with
KTTT concerning outstanding invoices. Lakes will further notify the Vendors
that Lakes no longer is an entity with any type of interest in Kickapoo Lucky
Eagle Casino (“KLEC”) project. It shall be Lakes responsibility to secure a
release from the Vendors as specified by Lakes.
	 
	5.	 	As to the Vendors listed in all previous negotiations whose balances keep
fluctuating as the parties continue to work with them, and for each, as to the
outstanding amounts previously shown as of the date therein, KTTT agrees to
assume full responsibility of the outstanding balances and as to those Vendors and
balances, indemnify and hold Lakes harmless for any claims, damages, or liability
Lakes suffers or incurs arising out of KTTT’s failure to pay listed Vendors’
invoices.
	 
	6.	 	Lakes agrees to cooperate in providing further information pertaining to KLEC, if
available to Lakes, which KTTT may need in the future, including but not limited
to, specifications to complete technical work.
	 
	7.	 	Lakes agrees to transfer to KTTT the right and title to the domain names
www.klecasino.org, www.kickapoolec.com, www.kickapoolec.org, and
www.klec.com





KTTT Letter Agreement of March 11, 2006 to Lakes Entertainment, Inc. 
Exhibit “A”
attachment to Letter Agreement




Page 2 of 2




 









 








ADDENDUM TO

KTTT LETTER OF SETTLEMENT



KTTT will assume responsibility for full payment to the Vendors and will, upon making payment,
secure a full and final release from the Vendors whereby they release all claims against Lakes.
Upon payment and release from the vendors, all real estate will be transferred to KTTT. KTTT agrees
to indemnify and hold Lakes harmless for any claims, damages, or liability Lakes suffers or incurs
(including attorneys fees) arising out of KTTT’s failure or delay of payment of the Vendors’
invoices.



KTTT hereby expressly waives, and also waives its right to assert, sovereign immunity and any and
all defenses based thereon with respect to any dispute hereunder. KTTT hereby consents to be sued
by Lakes for any claims arising hereunder in the United States District Court for the Western
District of Texas, or if that court determines it is without jurisdiction, then to the courts of
the State of Texas and all courts to which an appeal therefrom may be
available. To the extent
lawful in connection with any such disputes, KTTT expressly waives the application of the
doctrines of exhaustion of tribal remedies or comity that might otherwise require that claims be
heard first in tribal court or other tribal forum of Kickapoo Traditional Tribe of Texas.