exv10w1






Exhibit 10.1




FIRST AMENDMENT TO DEVELOPMENT SERVICES

AND MANAGEMENT AGREEMENT BETWEEN

ABSTON-MCKAY VENTURES, LLC AND




LAKES TUNICA CASINO MANAGEMENT, LLC




     THIS AMENDMENT TO DEVELOPMENT SERVICES AND MANAGEMENT AGREEMENT (hereafter, “Amendment”) is
made and entered into this 19th day of October, 2010 by and among Abston-McKay Ventures, LLC, a
Mississippi limited liability company (the “Enterprise”), and Lakes Tunica Casino Management, LLC,
a Minnesota limited liability company (“Manager”).



RECITALS




     A. The Parties previously executed that certain contract designated as “Development Services
and Management Agreement between Abston-McKay Ventures, LLC and Lakes Tunica Casino Management,
LLC,” (hereafter, “Management Agreement”) with an Effective Date of January 5, 2010.



     B. The Parties have agreed to amend Section 6.3 of said Management Agreement to revise the
timing and amount of compensation payable to Manager, as reflected below.



     NOW, THEREFORE, in consideration of the hereinafter mutual promises and covenants, and for
other good and valuable consideration as set forth herein, the receipt and sufficiency of which are
expressly acknowledged, the Enterprise and Manager agree to as follows:



     I. Capitalized Terms. Capitalized terms used and not defined in this Amendment
have the meanings ascribed to such terms in the Management Agreement.



     II. Amendments. The Management Agreement is hereby amended as follows:



          A. Section 6.3 shall be deleted in its entirety and replaced with the following




          6.3 Distribution of Revenues.




          (a) Following the Opening Date and continuing thereafter for the remainder of the term of this
Agreement, all amounts on deposit in the General Operating Account, net of amounts for the Costs of
Operations in accordance with the Approved Budget, shall be disbursed on a monthly basis as set
forth below, paid on or about the twentieth (20th) day of each calendar month for the
preceding month, Such amounts shall be disbursed from the General Operating Account in the
following order of priority (subject to adjustment as determined by the Enterprise):





	 	(i)	 	Current principal, interest and any other
payments due on any obligations to repay funding provided by the
Lender in connection the Facility Loan and/or equipping of the Casino
Facilities;




 









 






	 	(ii)	 	Management Fees due the Manager under
Section 6.3(c b) (except for the Development Fee, which shall
be paid as provided for in Section 6.3(b)(ii) below) (provided that
if the distribution under this subsection in any month is
insufficient to fund such payment in full, the unpaid amount shall be
deferred and paid under subsection (iii) below);
	 
	 	(iii)	 	Payment of amounts previously payable
under subsections (i) and (ii) above, but payment of which was
previously deferred (including, with respect to any deferred
Management Fees, interest accrued thereon at the Applicable Rate from
the date on which such Management Fees and payments otherwise would
have been due and payable);
	 
	 	(iv)	 	Any monthly capital replacement or other
reserve contributions which have been created with the written
approval of the Enterprise; and
	 
	 	(i)	 	All remaining of such amounts deposited in
the General Operating Account shall be disbursed to the Enterprise at
the same time the Management Fees are paid to the Manager, subject to
the terms of any Control Agreement.





          (b) For so long as this Agreement shall remain in effect during the term hereof and as
provided for in this Agreement:





	 	(i)	 	As compensation for the Manager’s
management services hereunder (such compensation being herein
referred to as “Management Fees”), for each Fiscal Year of the Casino
Facilities’s operation the Manager shall be entitled to management
compensation equal to a fixed monthly fee of $50,000.00 commencing on
the Opening Date payable on the 1st day of each month, plus a
percentage of EBITDA calculated at the end of each Fiscal Year and
based upon the audited financial statement of the Enterprise as
follows:
	 
	 	•	 	Year One: nine percent (9%) of the first $10 million of
EBITDA; eleven percent (11%) of EBITDA between $10 million and
$16,436,000; thirteen percent (13%) of all EBITDA in excess of
$24,700,000.
	 
	 	•	 	All Years Thereafter: nine percent (9%) of the first $10
million of EBITDA; eleven percent (11%) of EBITDA between $10
million and $20 million; thirteen percent (13%) of all EBITDA in
excess of $20 million.







	 	 	 	The portion of the Management Fees based on EBITDA shall be paid no later
than the 15th day of the third month after the close of each
Fiscal Year. In computing EBITDA the fixed monthly Management Fee of
$50,000.00 per month paid during each Fiscal Year shall be deducted prior
to making such calculation.




 









 






	 	(ii)	 	In addition to the recurring fees described
above, the Manager shall also receive a one-time payment of
$500,000.00 when the Enterprise obtains financing sufficient to
proceed with the development of the Casino Facilities (“Development
Fee”). This payment will be paid to the Manager by the Enterprise
upon closing of such development funds from the financing sources.
	 
	 	(iii)	 	The Manager shall also receive a one time
payment of $1,050,000 at the end of the third full year of
operations. If such payment cannot, or will not, be paid to Manger at
such time due to any payment restrictions required by a third party
lender pursuant to the agreement as contemplated in Section 6(b)(iii)
below, such payment shall accrue simple interest at a rate of six
month LIBOR plus 2% until such payment is made to Manager. “LIBOR”
shall be defined as the London Interbank Offered Rate (specifically,
the daily reference rate based on the interest rates at which banks
borrow unsecured funds from other banks in the London wholesale money
market (or interbank market) as reported in the Wall Street Journal.)
	 
	 	(iv)	 	Manager agrees to subordinate that portion
of its Management Fee based on a percentage of EBITDA as well as the
one-time payments described in subpart b(ii) above (but not the fixed
monthly fee described in subpart (i) above or the one-time payment
described in subpart (ii) above) pursuant to a subordination
agreement in form and substance reasonably acceptable to Manager and
lender provided that such agreement does not restrict the payment of
such Management Fee unless the Enterprise is in default under the
financing agreement with such lender.





          (c) The Manager, on behalf of the Casino Facilities, is responsible for making the
disbursements from the General Operating Account, as contemplated by this Section 6.3, to the
appropriate parties.




     III. Effect of this Amendment. Enterprise and Manager hereby agree that all
references in the Management Agreement or in the exhibits or schedules thereto to “Management
Agreement” or “Agreement” shall be deemed to mean the Management Agreement as amended by this First
Amendment. This Amendment shall be expressly limited to the amendment contained herein, all
remaining terms of the Management Agreement shall remain in full force and effect, and this
Amendment when read in conjunction with the Management Agreement shall encompass the complete
understanding of the parties.



 









 





     IN WITNESS HEREOF, the parties hereto have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 	 	 

	ABSTON-MCKAY VENTURES, LLC	 	LAKES TUNICA CASINO
MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Norfleet Abston
 

Norfleet Abston, President
	 	BY:
	 	/s/ Damon E. Schramm
 

Damon E. Schramm, 

VP – General Counsel, Secretary