exv10w144



 






Exhibit 10.144




Metroflag Polo, LLC

6430 Schirlls Street

Las Vegas, Nevada 89118




March 17, 2005




Grand Casinos Nevada I, Inc.

c/o Lakes Entertainment, Inc.

130 Cheshire Lane

Minnetonka, MN 55305



     RE: Metroflag Polo, LLC Special Member Interest Repurchase Option



     This letter agreement (“Option Agreement”), which is effective as of the date first set forth
above (the “Effective Date”), serves to confirm our agreement as follows:



     1. Grand Casinos Nevada I, Inc., a Minnesota corporation (“Special Member”) holds two Special
Member Interests (the “Interests”) in Metroflag Polo, LLC, a Nevada limited liability company (the
"Company”), consisting of the Special Member Priority Interest and the Special Member Subordinated
Interest (all as defined in and under the terms of that certain Operating Agreement of Metroflag
Polo, LLC, dated as of May 8, 2003, as amended by that certain First Amendment to Operating
Agreement, dated as of May 15, 2003, and that certain Letter Agreement dated as of December 14,
2004 (collectively, the “Operating Agreement”)). The repurchase of the Interests is governed by
the Operating Agreement.



     2. Contingent upon Special Member’s receipt of the Initial Option Payment described below,
Special Member hereby grants to the undersigned other Members (as defined in the Operating
Agreement), jointly, the exclusive and irrevocable option (“Option”) to purchase all, but not less
than all, of the Interests in accordance with the following provisions:



          (a) The purchase price (“Purchase Price”) for the Interests shall be a fixed price of Five
Million Dollars ($5,000,000.00), irrespective of the actual date of exercise and closing of the
Option (“Closing”); provided that Closing occurs on or prior to the Initial Closing Date or
Extended Closing Date, as applicable.



          (b) The Members shall make an initial option payment of Two Hundred Fifty Thousand Dollars
($250,000.00) (the “Initial Option Payment”) to Special Member within two (2) business days of the
Effective Date of this Option Agreement.



          (c) The Members intend to exercise and close on the Option on or prior to April 30, 2005 (the
“Initial Closing Date”). However, if Closing does not occur on or before the Initial Closing Date
due to a delay in the Members’ obtaining the requisite financing or to other circumstances beyond
the reasonable control of the Members, the Members shall have the absolute right to extend the
Closing Date to May 31, 2005 (the “Extended Closing Date”); provided that: (i) the Members provide
written



 









 




notice to Special Member, at least two (2) business days prior to the Initial Closing Date,
electing to extend the Closing Date, and (ii) the Members pay to Special Member on or before the
Initial Closing Date an additional option payment of Two Hundred Fifty Thousand Dollars
($250,000.00) (the “Extension Option Payment”) (separately and collectively with the Initial Option
Payment, as the context may require, referred to as the “Option Payments”). If the Members fail to
provide the requisite notice of extension and/or fail to pay the Extension Option Payment on a
timely basis, the Option shall terminate on the Initial Closing Date.




          (d) In the event Closing does not occur on or before the Initial Closing Date (unless properly
extended) or the Extended Closing Date, as applicable, the Option shall terminate and Special
Member shall be entitled to retain the Option Payment(s). In the event that Closing occurs on or
before the Closing Date or the Extended Closing Date, as applicable, the Option Payment(s) shall be
credited towards the Purchase Price.



          (e) Simultaneously upon receipt of the Purchase Price, Special Member shall execute and
deliver such documents as are reasonably required to evidence and consummate the assignment of the
Interests to the Members (or as they may direct), without representation, warranty or recourse
other than the following representations made by Special Member as of the Closing:



               (i) Special Member owns the Interests;



               (ii) the Interests are not encumbered to any extent;



               (iii) Special Member has full right and authority to assign the Interests; and



               (iv) all corporate resolutions or company consents necessary in connection with the assignment
of the Interests by Special Member have been obtained,


which representations shall survive the Closing. Further, upon payment of the Purchase Price, all
rights of Special Member under the Operating Agreement shall terminate, and the Company shall not
owe any additional economic obligations to Special Member.




          (f) The Members shall have the right to assign their rights hereunder as they may elect,
provided that they give Special Member written notice of any such assignment; and, if the Option is
exercised, Special Member shall cooperate to assign the Interests (or either of them) at Closing to
the Members’ assignee(s), or instead to allow the Company to redeem the Interests.



          (g) In the event that the Option is not timely and properly exercised by the Members and,
consequently, Closing does not occur, this Option Agreement shall be of no further force or effect,
and the Members’ failure to exercise the Option shall have no effect on the Company’s existing
obligation to repurchase the Interests as provided in the Operating Agreement, or on the respective
rights and obligations of the Special Member, the Members and/or the Company under the terms of the
Operating Agreement.



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     3. Time shall be of the essence for this Option Agreement. This Option Agreement may be
executed in any number of counterparts, each of which shall be considered to be an original hereof.
Facsimile signatures shall be deemed to have the same force and effect as original signatures.



     4. All notices to be given hereunder shall be in writing, and shall be deemed adequately given
if delivered to the recipient by Federal Express or other nationally recognized courier service
(any notice to be effective on the date actually delivered to the party receiving notice), or by
facsimile (any notice to be effective on the date such facsimile is sent and
confirmed to be received by the party receiving notice if sent prior to 5:00 pm on a business day,
or if sent after 5:00 pm or on a non-business day, as of the following business day) to:



	 	 	 	 	 
	 

	 	If to Special Member, to:
	 	Grand Casinos Nevada I, Inc.
	 

	 	 	 	c/o Lakes Entertainment, Inc.
	 

	 	 	 	130 Cheshire Lane
	 

	 	 	 	Minnetonka, MN 55303
	 

	 	 	 	Attention: Mr. Timothy Cope
	 

	 	 	 	Fax: (952) 449-7064
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Maslon Edelman Borman & Brand, LLP
	 

	 	 	 	3300 Wells Fargo Center
	 

	 	 	 	90 South Seventh Street
	 

	 	 	 	Minneapolis, MN 55402-4140
	 

	 	 	 	Attention: Mark Baumann, Esq.
	 

	 	 	 	Fax: (612) 642-8339
	 
	 	 	 	 
	 

	 	If to the Company, to:
	 	c/o Torino Companies
	 

	 	 	 	6430 Schirlls Street
	 

	 	 	 	Las Vegas, Nevada 89118
	 

	 	 	 	Attention: David Dufenhorst
	 

	 	 	 	Fax: (702) 258-6040
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Greenberg Traurig, P.A.
	 

	 	 	 	1221 Brickell Avenue
	 

	 	 	 	Miami, Florida 33131
	 

	 	 	 	Attention: Juan P. Loumiet, Esq.
	 

	 	 	 	Fax: (305) 961-5525
	 
	 	 	 	 
	 

	 	If to Metro One, LLC, to:
	 	c/o Torino Companies
	 

	 	 	 	6430 Schirlls Street
	 

	 	 	 	Las Vegas, Nevada 89118
	 

	 	 	 	Attention: David Dufenhorst
	 

	 	 	 	Fax: (702) 258-6040
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Greenberg Traurig, P.A.






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	 	 	 	1221 Brickell Avenue
	 

	 	 	 	Miami, Florida 33131
	 

	 	 	 	Attention: Juan P. Loumiet, Esq.
	 

	 	 	 	Fax: (305) 961-5525
	 
	 	 	 	 
	 

	 	If to Flag Luxury	 	 
	 

	 	Polo, LLC, to:
	 	c/o Flag Luxury Properties, LLC
	 

	 	 	 	650 Madison Avenue
	 

	 	 	 	15th Floor
	 

	 	 	 	New York, NY 10022
	 

	 	 	 	Attention: Mitchell J. Nelson, Esq.
	 

	 	 	 	Fax: (212) 307-3328
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Greenberg Traurig, P.A.
	 

	 	 	 	1221 Brickell Avenue
	 

	 	 	 	Miami, Florida 33131
	 

	 	 	 	Attention: Juan P. Loumiet, Esq.
	 

	 	 	 	Fax: (305) 961-5525






[SIGNATURE PAGE FOLLOWS]




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     Please execute and return to the Company a copy of this Option Agreement to evidence your
agreement with its terms.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Metro One, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Brett Torino	 	 
	 	 	 	 	Brett Torino, Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Flag Luxury Polo, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Flag Luxury Properties, LLC, its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Flag Leisure Group, LLC, its managing member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Paul Kanavos	 	 
	 

	 	 	 	 	 	 	 	 	 	Paul Kanavos, President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Agreed to this ___ day of March ___, 2005.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grand Casinos Nevada I, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Lyle Berman	 	 
	 	 	 	 	Lyle Berman, President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Agreed to this ___ day of March ___, 2005.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Metroflag Polo, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Metro One, LLC
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Brett Torino
	 	 	 	 	 	 	Brett Torino, Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Flag Luxury Polo, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Flag Luxury Properties, LLC, its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Flag Leisure Group, LLC, its managing member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Paul Kanavos	 	 
	 

	 	 	 	 	 	 	 	 	 	Paul Kanavos, President	 	 






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