LAKES GAMING INC
PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c69405ex10-1.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1


                               PURCHASE AGREEMENT


         THIS PURCHASE AGREEMENT (this "AGREEMENT") made this 31st day of
October, 2001 by and between PARK PLACE ENTERTAINMENT CORP., a Delaware
corporation, with an address of: 3930 Howard Hughes Parkway, Las Vegas, Nevada
89109, Attention: Scott A. LaPorta, Chief Financial Officer; Fax: 702-699-5110
(the "SELLER"), and LAKES GAMING, INC., a Minnesota corporation, with an address
of: 130 Cheshire Lane, Minnetonka, Minnesota 55305; Fax: 952-449-9353 (the
"BUYER"). This Agreement sometimes refers to Seller and Buyer individually as a
"PARTY" and collectively as the "PARTIES."

                              PRELIMINARY RECITALS:

A.       Seller has as of the date hereof purchased the Property, as defined in
         Paragraph 1 below, from Carlson Real Estate Company, A Minnesota
         Limited Partnership, a Minnesota limited partnership ("CARLSON").

B.       Seller purchased the Property from Carlson solely to accommodate Buyer
         and in reliance of the fact that Buyer has agreed to purchase the
         Property from Seller under the terms set forth in that certain letter
         agreement dated January 30, 2001 between Grand Casinos, Inc., a
         Minnesota corporation, and wholly owned subsidiary of Seller, and Lakes
         Gaming, Inc., a Minnesota corporation (the "LETTER AGREEMENT").

C.       Pursuant to the Letter Agreement, a portion of the purchase price paid
         by Seller to Carlson for the purchase of the Property consisted of the
         sum of Three Million Six Thousand Six Hundred Ninety-seven Dollars and
         Fifteen Cents ($3,006,697.15) which was advanced by Buyer to Seller for
         such purpose (the "DOWN PAYMENT") which Down Payment will be credited
         to Buyer as part of Buyer's purchase of the Property.

D.       The Seller and Buyer desire to enter into this Agreement to set forth
         the terms of the purchase of the Property by Buyer.

NOW, THEREFORE, the Buyer and Seller agree that the above Preliminary Recitals
are incorporated fully into the terms of this Agreement and further agree as
follows:

1.       PROPERTY. The real property that is the subject of this Agreement
         consists of approximately 9.9328 acres, is located at 130 Cheshire
         Lane, in the City of Minnetonka, Hennepin County, Minnesota, includes
         all buildings and improvements located thereon, and is legally
         described on the attached Exhibit "A" (the "PROPERTY").

2.       PURCHASE AND SALE. Seller agrees to sell the Property to Buyer pursuant
         to the terms of this Agreement, and Buyer agrees to purchase the
         Property from Seller pursuant to the terms of this Agreement.


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3.       PURCHASE PRICE. The total purchase price to be paid by Buyer for the
         purchase of the Property shall be an amount equal to the sum of (a) the
         Down Payment which has been received by Seller and used to pay a
         portion of the cost of its acquisition of the Property as of the date
         hereof, (b) all closing and incidental costs, fees and expenses,
         including reasonable attorneys' fees, incurred by Seller or its
         subsidiaries in connection with (i) Seller's acquisition of the
         Property and (ii) Seller's assumption of the TIAA Mortgage Loan, (c)
         the remaining outstanding indebtedness owing to Teachers Insurance and
         Annuity Association of America under the existing mortgage loan
         evidenced by that certain Mortgage, Assignment of Leases and Rents,
         Security Agreement and Fixture Financing Statement dated December 13,
         1996 ("TIAA MORTGAGE LOAN"), including the "Prepayment Premium" due to
         Teachers Insurance and Annuity Association of America under the terms
         of the TIAA Mortgage Loan, and (d) all closing and incidental costs,
         fees and expenses, including taxes and reasonable attorneys' fees,
         incurred by Seller or its subsidiaries in connection with Seller's
         ownership of the Property and Seller's conveyance of the Property to
         Buyer (collectively, the "PURCHASE PRICE"). Buyer shall pay the balance
         of the Purchase Price in cash, by certified check or wire transfer on
         or before the Date of Closing.

4.       CONVEYANCE TERMS. At Closing, Seller shall execute and deliver to Buyer
         (a) a Limited Warranty Deed (the "DEED") and (b) a Quit Claim Bill of
         Sale (the "BILL OF SALE"), which together shall convey title to the
         Property to the Buyer.

5.       POSSESSION; PRORATION. Seller shall deliver possession of the Property
         to Buyer at Closing. Prior to the Closing Date, Buyer, in its capacity
         as subtenant of the Property, shall pay all outstanding fees, costs and
         expenses relating to the operation and maintenance of the Property of
         whatever nature. It is the intent of Seller and Buyer that Seller shall
         incur no costs, expenses or liability of any nature during or after the
         period that it shall own the Property. Seller shall not be responsible
         for any fees, costs or expenses relating to the conveyance of the
         Property to Buyer.

6.       CLOSING. The closing of the transaction contemplated by this Agreement
         (the "CLOSING") shall occur at the offices of Oppenheimer Wolff &
         Donnelly LLP, 45 South Seventh Street, Suite 3300, Minneapolis,
         Minnesota 55402, or at such other place agreed upon by the Parties, at
         10:00 a.m., C.S.T., on January 2, 2002 (the "CLOSING DATE") subject to
         the right to extend the Closing Date for the reasons and for the
         maximum period of time provided for in the Letter Agreement. At
         Closing:

         a.       Seller shall: (i) execute and deliver to Buyer the Deed; (ii)
                  execute and deliver to Buyer the Bill of Sale; (iii) execute
                  and deliver a Termination of Lease with respect to the
                  existing lease on the Property in favor of Grand Casinos, Inc.
                  (the "GRAND CASINOS LEASE TERMINATION") at which point neither
                  Grand Casinos, Inc. or Seller, as lease guarantor, shall have
                  any further liability thereunder; (iv) execute and deliver a
                  Termination of Lease with respect to the existing sublease on
                  the Property in favor of Lakes Gaming, Inc. (the "LAKES LEASE
                  Termination") at which point neither Grand Casinos, Inc. or
                  Lakes Gaming, Inc. shall have any further liability
                  thereunder; (v) execute and deliver to Buyer and Chicago Title
                  Insurance Company ("TITLE") an affidavit in form required by
                  Title;

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                  (v) execute and deliver to Buyer a non-foreign affidavit; and
                  (vi) execute and deliver to Title, with a copy to Buyer, a
                  completed Minnesota Well Disclosure Certificate or include on
                  the Deed the statement "The Seller certifies that the Seller
                  does not know of any wells on the described real property."

         b.       Buyer shall: (i) execute and deliver to Seller the Lakes Lease
                  Termination; (ii) tender the remaining Purchase Price to
                  Seller pursuant to the provisions of Section 3 above; (iii)
                  pay or provide evidence of payment of the following: the cost
                  of obtaining the Title Commitment as defined in Section 7, if
                  any; the state deed tax due upon the recording of the Deed;
                  the fees due upon the recording of any other documents; all
                  real estate taxes and all deferred taxes including "Green
                  Acres" taxes if applicable, as required pursuant to the
                  provisions of Section 8; levied, pending or deferred special
                  assessments as required pursuant to the provisions of Section
                  8; all costs associated with Buyer's assumption of the TIAA
                  Mortgage Loan, if any, including mortgagee's title insurance
                  policy and premiums, if any; the premium for Buyer's owner's
                  policy of title insurance, if any; the fees due upon recording
                  the Deed; and all of Title's fee to conduct the closing of
                  this transaction; (iv) execute and deliver to Title such
                  conveyance form affidavit as Title may reasonably require; and
                  (v) submit evidence satisfactory to Seller that the TIAA
                  Mortgage Loan has been satisfied in full and that the loan
                  documents evidencing and securing the TIAA Mortgage Loan have
                  all been satisfied of record.

7.       EVIDENCE OF TITLE. Buyer may, at Buyer's sole cost and expense, obtain
         a commitment by Title to issue an Owner's Policy of Title Insurance to
         insure Buyer's title to the Property (the "TITLE COMMITMENT"). All
         items set forth in Schedule B of the pro forma copy of Seller's Owner's
         Policy of Title Insurance, a copy of which is attached hereto as
         Exhibit "B" are hereby approved by Buyer as permitted encumbrances.

8.       REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes and
         special assessments shall be paid as follows:

         a.       Buyer shall pay all real estate taxes, and any penalties and
                  interest thereon due and payable with respect to the Property,
                  including all deferred taxes (including "Green Acres" taxes)
                  for the years prior to and including the year of Closing;

         b.       Buyer shall assume all special assessments levied, pending or
                  deferred against the Property, including special assessments
                  certified for payment with the current year's real estate
                  taxes and all deferred assessments, including all those which
                  become due and payable as a result of the sale of the Property
                  to Buyer; and

         c.       Buyer shall assume all real estate taxes and special
                  assessments due and payable in the years following the year of
                  Closing.

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9.       SELLER'S REPRESENTATIONS AND WARRANTIES; "AS-IS, WHERE-IS" CONDITION.
         Seller makes the following representations and warranties to Buyer
         that, as of the date hereof:

         a.       The individuals executing this Agreement on behalf of Seller
                  have the requisite authority to execute this Agreement and
                  such other documents as are contemplated or to be delivered by
                  Seller herein, and to bind Seller thereto; and Seller has the
                  full and complete authority to sell the Property;

         b.       To Seller's current actual knowledge without the duty of
                  inquiry, there are no wells on the Property; and

         c.       To Seller's current actual knowledge without the duty of
                  inquiry, there is no individual sewage treatment system on or
                  serving the Property.

         EXCEPT AS HEREIN EXPRESSLY STATED, BUYER IS PURCHASING THE PROPERTY
         BASED UPON ITS OWN INVESTIGATION AND INQUIRY AND IS NOT RELYING ON ANY
         REPRESENTATION OR WARRANTY OF SELLER OR ANY OTHER PERSON AND IS
         AGREEING TO ACCEPT AND PURCHASE THE PROPERTY IN ITS "AS-IS, WHERE-IS"
         CONDITION, SUBJECT TO ALL FAULTS, DEFECTS, SHORTAGES AND DEFICIENCIES.
         BUYER ALSO WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE AGAINST SELLER TO
         CONTRIBUTION, INDEMNITY OR REIMBURSEMENT OR DAMAGES UNDER ANY FEDERAL
         OR STATE LAWS DEALING WITH THE ENVIRONMENT OR HEALTH OR SAFETY EXCEPT
         FOR SUCH DAMAGES CAUSED DIRECTLY BY THE GROSS NEGLIGENCE OR WILLFUL
         MISCONDUCT OF THE SELLER. BUYER AGREES THAT SELLER HAS MADE NO
         REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT
         TO THE PROPERTY AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES
         OF SELLER.

10.      BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer hereby represents and
         warrants to Seller, which representation and warranty shall survive the
         Closing, that the individuals executing this Agreement on behalf of
         Buyer have the legal authority and the legal capacity to execute this
         Agreement on behalf of Buyer and to bind Buyer and that Buyer has the
         full and complete authority to enter into this Agreement and to
         purchase the Property.

11.      INDEMNIFICATION. Buyer shall indemnify and defend Seller and hold
         Seller harmless from any and all claims, causes of action,
         administrative orders, costs, expenses, fees and liabilities of every
         kind and nature howsoever originating and existing, arising out of: (i)
         Buyer's operation of the Property prior to the Closing and Buyer's
         operation and ownership of the Property subsequent to the Closing,
         including, but not limited to, any and all claims of whatever nature
         against Seller with respect to environmental contamination of the
         Property and including Seller's attorneys' fees and costs incurred in
         defending claims to establish or enforce such liabilities, (ii) Buyer's
         investigation of the Property prior to Closing, (iii) breach of Buyer's
         representations and warranties set forth in Section 10 hereof, (iv)
         Seller's purchase and ownership of the Property, including but not
         limited to claims for any fees, costs or expenses incurred by Seller as
         a result of


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         Seller's acquisition of the Property, Seller's assumption of the TIAA
         Mortgage Loan and Seller's conveyance of the Property to Buyer, and (v)
         any representations, warranties or indemnities required of and provided
         by Seller to any third party in order to effect Seller's acquisition of
         the Property, Seller's assumption of the TIAA Mortgage Loan and
         Seller's conveyance of the Property to Buyer; excluding, however, any
         and all claims or causes of action arising out of Seller's gross
         negligence or intentional misconduct.

12.      CONDEMNATION.

         a.       Condemnation. If a public or private entity with the power of
                  eminent domain commences condemnation proceedings against all
                  of any part of the Property, Seller shall immediately notify
                  Buyer. Notwithstanding any such condemnation proceedings, the
                  Parties shall fully perform their obligations under this
                  Agreement, with no reduction in the Purchase Price, and Seller
                  shall assign to Buyer, at the Closing, all of Seller's right,
                  title and interest in any award made or to be made in the
                  condemnation proceedings. Seller shall not designate counsel,
                  appear or otherwise act with respect to any such condemnation
                  proceedings without Buyer's prior written consent unless Buyer
                  fails to respond within five (5) business days to a request
                  for such written consent or such shorter notice as may be
                  reasonable under the circumstances.

         b.       Risk of Loss. In the event that the improvements on the
                  Property are damaged by fire or other casualty, Buyer shall be
                  required to proceed with Closing. Buyer shall have a right to
                  receive all insurance proceeds payable as a result of such
                  damage, if any. Seller agrees to maintain all risk property
                  insurance on the Property for the full insurable value thereof
                  until Closing.

13.      DEFAULT.

         a.       If Buyer defaults in the performance of Buyer's obligations
                  under this Agreement, and such default continues for a period
                  of ten (10) days after written notice to Buyer, Seller shall
                  have the right (i) to immediately terminate this Agreement in
                  which event Buyer shall forfeit to Seller all amounts paid to
                  Seller in Section 3(a) and (b) or (ii) seek specific
                  performance of this Agreement by Buyer and/or sue Buyer for
                  all damages incurred by Seller as a result of such default. In
                  all cases, Buyer shall continue to be liable to Seller for its
                  obligations under any indemnities in favor of Seller under the
                  provisions of Section 11 above.

         b.       If Seller defaults in the performance of Seller's obligations
                  under this Agreement, and such default continues for a period
                  of ten (10) days after written notice to Seller, Buyer shall
                  have the right (i) to immediately terminate this Agreement in
                  which event Seller shall return to Buyer all amounts paid to
                  Seller in Section 3(a) and (b) or (ii) seek specific
                  performance of this Agreement by Seller and/or sue Seller for
                  all damages incurred by Buyer as a result of such default.


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         c.       Notwithstanding anything in this Section 13 to the contrary,
                  any suit by a Party hereto which is described in Subsections
                  (a) or (b) above and which is based upon the other Party's
                  default hereunder, must be commenced no later than one year
                  after the date of the occurrence of such default. The one-year
                  limitation set forth in the preceding sentence shall not apply
                  to claims for indemnification specifically provided for in
                  this Agreement.

14.      TIME.  Time is of the essence for all provisions of this Agreement.

15.      SURVIVAL OF TERMS. The Parties' obligations under this Agreement and
         the representations and warranties which the Parties have recited in
         this Agreement shall survive Seller's delivery of a deed to Buyer and
         the closing of this transaction, subject only to the specific
         limitations set forth in this Agreement.

16.      NOTICES. All notices provided for in this Agreement shall be in
         writing. The notice shall be effective two (2) business days after the
         date the Party sending such notice deposits the notice with the United
         States Postal Service with all necessary postage paid, for delivery to
         the other Party via first class mail, at the address set forth in
         Paragraph 1 above, or on the date of faxing provided a copy of the same
         is deposited in the mail on the date of faxing as required hereby. If a
         Party delivers a notice provided for in this Agreement in a different
         manner than described in the preceding sentence, notice shall be
         effective as of the date the other Party actually receives the notice.
         The Party sending the notice shall also fax or mail a copy of the
         notice to the Parties' respective attorneys via first class United
         States mail at the following addresses: (a) Attorney for Buyer: Edwin
         Chanin, Esq., Maslon Edelman Borman & Brand, LLP, 3300 Wells Fargo
         Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-4140;
         Phone: 612-672-8200, FAX: 612-672-8397; (b) Attorney for Seller:
         Richard H. Massopust, Jr., Esq., Oppenheimer Wolff & Donnelly LLP, 45
         South Seventh Street, Suite 3300, Minneapolis, Minnesota 55402-1609;
         Phone: 612-607-7000; FAX: 612-607-7100.

17.      FULL AGREEMENT. The Parties acknowledge that this Agreement and the
         Letter Agreement, represent the full and complete agreement of the
         Parties relating to the purchase and sale of the Property and all
         matters related to the purchase and sale of the Property. This
         Agreement and the Letter Agreement supersede and replace any prior
         agreements, either oral or written, and any amendments or modifications
         to this Agreement must be in writing and executed by both Parties to be
         effective. In the event that the terms of this Agreement conflict with
         the terms of the Letter Agreement, this Agreement shall have priority
         over the Letter Agreement.

18.      GOVERNING LAW. This Agreement has been made under the laws of the State
         of Minnesota and such laws shall control its interpretation.

19.      BROKERS. The Parties represent to each other that they have retained no
         brokers or agents in connection with this transaction and shall
         indemnify each other for any claims, demands, causes of action and
         costs and reasonable attorneys' fees arising from any broker or agent
         claiming a commission or fee with respect to this transaction.


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20.      ASSIGNMENT. Neither Party may assign its interest under this Agreement
         without the prior written consent of the other Party.

21.      COUNTERPARTS. This Agreement and any amendments to this Agreement may
         be executed in counterparts, each of which shall be fully effective and
         all of which together shall constitute one and the same instrument.

22.      THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this
         Agreement, intended or otherwise.

23.      NO JOINT VENTURE, PARTNERSHIP. Seller and Buyer, by entering into this
         Agreement and consummating the transactions contemplated hereby, shall
         not be considered joint venturers or partners. Buyer shall indemnify
         and defend Seller from any and all loss, liability, claim or damage
         resulting from Seller being deemed a joint venturer or partner of
         Buyer.

24.      SEVERABILITY. In case any one or more of the provisions contained in
         this Agreement shall for any reason be held to be invalid, illegal or
         unenforceable in any respect, such invalidity, illegality, or
         unenforceability shall not affect any other provision hereof, and this
         Agreement shall be construed as if such invalid, illegal, or
         unenforceable provision had never been contained herein.

                                     SELLER:

                                     PARK PLACE ENTERTAINMENT CORP.,
                                     a Delaware corporation

                                     By:      /s/ Scott LaPorta
                                        ---------------------------------------
                                     Name:    Scott LaPorta
                                          -------------------------------------
                                     Its:
                                         --------------------------------------


                                     BUYER:

                                     LAKES GAMING, INC.,
                                     a Minnesota corporation

                                     By:      Timothy Cope
                                        ---------------------------------------
                                     Name:    Timothy Cope
                                          -------------------------------------
                                     Its:     CFO
                                         --------------------------------------


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